Common use of Participation Clause in Contracts

Participation. 16.1 PERTAMINA shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If at any time that is on or after 180 days after the date of the Closing the Partnership proposes to file (i) a prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement contemplated by Section 2.01, or (ii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three (3) Business Days prior to the filing of (x) any preliminary prospectus supplement to a prospectus relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement to a prospectus relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, the Partnership shall give notice of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, that each such Holder shall keep all information relating to such Underwritten Offering in confidence and shall not make use of, disseminate or in any way disclose any such information; provided, however, that if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). The notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof. Each such Holder shall then have two Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Partnership of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer such offering. Each Holder’s rights under this Section 2.02(a) shall terminate when such Holder (together with any Affiliates of such Holder) holds less than $15 million of Purchased Units, based on the Indonesian Participant purchase price per unit under the Purchase Agreement. Notwithstanding the foregoing, any Holder holding greater than $15 million of Purchased Units, based on the purchase price per unit under the Purchase Agreement, may deliver written notice (an “Opt Out Notice”) to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, that, such Holder may later revoke any such Opt Out Notice. Following receipt of an Opt Out Notice from a Holder (unless subsequently revoked), the Partnership shall state whether it wishes not be required to reimburse deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in cash or out of production in Underwritten Offerings by the manner indicated under clauses 16.7ol and 16.7.2Partnership pursuant to this Section 2.02(a).

Participation. 16.1 PERTAMINA If at any time after the expiration of the Lock Up Period the Company proposes to file (i) a prospectus supplement to an effective shelf registration statement, including the Shelf Registration Statement contemplated by Section 2.01, or (ii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Stock in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than five Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b), (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) (if no preliminary prospectus supplement is used) or (z) such registration statement as the case may be, then, the Company shall give notice of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Company has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Stock, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). The notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be deemed to be received by Holders on the next Business Day. Holder shall then have three (3) Business Days after such deemed receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Company of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2such offering.

Participation. 16.1 PERTAMINA If at any time the Company proposes to file (i) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01, or (ii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then the Company shall give notice of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Company has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). The notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Company of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer such offering. No Holder’s rights under this Section 2.02(a) shall apply at any time when such Holder (together with any Affiliates of such Holder) holds less than $5,000,000 of Purchased Common Units, based on the Indonesian Participant shall state whether it wishes Common Unit Price. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to reimburse in cash or out the Company requesting that such Holder not receive notice from the Company of production in the manner indicated under clauses 16.7ol and 16.7.2any proposed Underwritten Offering; provided, that such Holder may later revoke any such notice.

Participation. 16.1 PERTAMINA If Inergy at any time proposes to file a prospectus supplement to an effective shelf registration statement with respect to an Underwritten Offering of Common Units for its own account or to register any Common Units for its own account for sale to the public in an Underwritten Offering other than (x) a registration relating solely to employee benefit plans, (y) a registration relating solely to a Rule 145 transaction, or (z) a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), then, as soon as practicable following the engagement of counsel to Inergy to prepare the documents to be used in connection with an Underwritten Offering, Inergy shall give notice of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that Inergy shall not be required to offer such opportunity to Holders if Inergy has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units. Each Holder of Registrable Securities acknowledges for purposes of clause (ii) that its Registrable Securities are not covered by Inergy’s existing registration statements on Form S-3 (File No. 333-118941 and File No. 333-124098) and Inergy shall have no obligation to include such Registrable Securities in such registration statement, by post-effective amendment or otherwise; provided, however, that if a registration statement covering the Registrable Securities is effective and a prospectus supplement relating to the Form S-3’s described above (File No. 333-118941 and File No. 333-124098) has been proposed with respect to an Underwritten Offering, the Holders shall be entitled to notice and the opportunity to include in such Underwritten Offering, pursuant to the registration statement covering the Registrable Securities, such number of Registrable Securities as each such Holder may request in writing, subject to the other terms and conditions of this Section 2.02(a). Subject to Section 2.02(b), Inergy shall include in such Underwritten Offering all such Registrable Securities (“Included Registrable Securities”) with respect to which Inergy has received requests within one business day after Inergy’s notice has been delivered in accordance with Section 3.01. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Inergy shall determine for any reason not to undertake or to delay such Underwritten Offering, Inergy may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered such offering by giving written notice to either itself or a limited liability company to be designated by PERTAMINA the shareholders Inergy of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2such offering.

Participation. 16.1 PERTAMINA So long as a Unitholder has Registrable Securities, if at any time the Partnership proposes to file (i) a registration statement and such Unitholder has not previously included its Registrable Securities in a Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective registration statement, so long as the Registrable Securities are included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Unitholders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of Common Units in an underwritten offering for its own account and/or another Person, other than (a) a registration relating solely to employee benefit plans, (b) a registration relating solely to a Rule 145 transaction, or (c) a registration statement on any registration form which does not permit secondary sales, then as soon as reasonably practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with an underwritten offering, the Partnership shall give notice (which may be limited to notification by electronic mail) of such proposed underwritten offering to each Unitholder (together with its Affiliates) holding at least $15 million of the then-outstanding Registrable Securities (calculated based on the volume-weighted average trading price of the Common Units for the 20 Business Days prior to the date of such notice) and such notice shall offer such Unitholders the opportunity to include in such underwritten offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Unitholder may request in writing; provided, however, that (A) the Partnership shall not be required to provide such opportunity unless the Unitholders propose to offer, in the aggregate, at least $50 million of Registrable Securities (calculated based on the volume-weighted average trading price of the Common Units for the 20 Business Days prior to the date of such notice), and (B) if the Partnership has been advised by the managing Underwriter or Underwriters for such underwritten offering that the inclusion of Registrable Securities for sale for the benefit of the Unitholders will have an adverse effect on the price, timing or distribution of the Common Units in the underwritten offering, then (1) if no Registrable Securities can be included in the underwritten offering in the opinion of the managing Underwriter or Underwriters, the Partnership shall not be required to offer such opportunity to the Unitholders or (2) if any Registrable Securities can be included in the underwritten offering in the opinion of the managing Underwriter or Underwriters, then the amount of Registrable Securities to be offered for the accounts of Unitholders shall be determined in accordance with the provisions of Section 2.1(d)(ii). Any notice required to be provided in this Section 2.2(a) to Unitholders shall be provided on a Business Day pursuant to Section 4.1 hereof and receipt of such notice shall be confirmed by the Unitholder. Each such Unitholder shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought underwritten offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the underwritten offering. If no written request for inclusion from a Unitholder is received within the specified time, each such Unitholder shall have no further right to participate in such underwritten offering. If, at any time after giving written notice of its intention to undertake an underwritten offering and prior to the closing of such underwritten offering, the Partnership shall determine for any reason not to undertake or to delay such underwritten offering, the Partnership may, at its election, give written notice of such determination to the Unitholders and, (x) in the case of a determination not to undertake such underwritten offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated underwritten offering, and (y) in the case of a determination to delay such underwritten offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the underwritten offering. Any Unitholder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Unitholder’s request for inclusion of such Unitholder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such underwritten offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Partnership of PERTAMINA's registered letter referred such withdrawal at or prior to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance pricing of CONTRACTOR's offer such underwritten offering. Any Unitholder participating in an Underwriting Offering pursuant to this Section 2.2 shall be a “Participating Unitholder” for the Indonesian Participant purposes of this Agreement. Any Unitholder may deliver written notice (an “Opt-Out Notice”) to the Partnership requesting that such Unitholder not receive notice from the Partnership of any proposed underwritten offering; provided, however, that such Unitholder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Unitholder (unless subsequently revoked), the Partnership shall state whether it wishes not be required to reimburse deliver any notice to such Unitholder pursuant to this Section 2.2(a) and such Unitholder shall no longer be entitled to participate in cash or out of production in underwritten offerings by the manner indicated under clauses 16.7ol and 16.7.2Partnership pursuant to this Section 2.2.

Participation. 16.1 PERTAMINA If at any time Regency proposes to file (i) a prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement contemplated by Section 2.01, or (ii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three (3) Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b), (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then, Regency shall give notice of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that, if Regency has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). The notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be promptly confirmed by Holder. Holder shall then have (x) in the case of Regency filing a prospectus supplement, one Business Day and (y) in the case of Regency filing a registration statement, other than a shelf registration statement, five Business Days; after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Regency shall determine for any reason not to undertake or to delay such Underwritten Offering, Regency may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered such offering by giving written notice to either itself or a limited liability company to be designated by PERTAMINA the shareholders Regency of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer such offering. Each Holder’s rights under this Section 2.02(a) shall terminate when such Holder holds less than $15 million (based on the Indonesian Participant shall state whether it wishes to reimburse in cash or out Purchase Price of production in the manner indicated under clauses 16.7ol and 16.7.2Registrable Securities) of Purchased Class C Units.

Participation. 16.1 PERTAMINA So long as a Holder has Registrable Securities, if the Partnership proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01(a), (ii) a prospectus supplement to an effective shelf registration statement, other than a Registration Statement contemplated by Section 2.01(a) of this Agreement and Holders may be included in such Underwritten Offering without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account or that of another Person, or both, then as soon as practicable following the selection of the Managing Underwriter for such Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such Underwritten Offering to each Holder (together with its Affiliates) holding at least the Piggyback Threshold Amount of the then-outstanding Common Unit Registrable Securities (calculated based on the Common Unit Price) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Common Unit Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that (A) the Partnership shall not be required to provide such opportunity to any such Holder that does not offer a minimum of the Piggyback Threshold Amount of Common Unit Registrable Securities (based on the Common Unit Price), and (B) if the Partnership has been advised by the Managing Underwriter that the inclusion of Common Unit Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (i) if no Common Unit Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (ii) if any Common Unit Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Common Unit Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holder. Each such Holder shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Common Unit Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Common Unit Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Partnership of PERTAMINA's registered letter referred such withdrawal at or prior to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance pricing of CONTRACTOR's offer such Underwritten Offering. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Indonesian Participant Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall state whether it wishes not be required to reimburse deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in cash or out of production in Underwritten Offerings by the manner indicated under clauses 16.7ol and 16.7.2Partnership pursuant to this Section 2.02(a).

Participation. 16.1 PERTAMINA So long as a Holder has Registrable Securities, if the Corporation proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms, (ii) a prospectus supplement to an effective Shelf Registration Statement relating to the sale of equity securities of the Corporation, other than a Registration Statement contemplated by Section 2.01 and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Shares in an Underwritten Offering for its own account or that of another Person, or both, then promptly following the selection of the Managing Underwriter for such Underwritten Offering, the Corporation shall give notice of such Underwritten Offering to each Holder and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Corporation has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Shares in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Corporation shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holder. Each such Holder shall then have three Business Days (or two Business Days in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Corporation shall determine for any reason not to undertake or to delay such Underwritten Offering, the Corporation may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Corporation of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total such withdrawal at or prior to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At Business Day before the time of its acceptance pricing of CONTRACTOR's offer such Underwritten Offering. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Indonesian Participant Corporation requesting that such Holder not receive notice from the Corporation of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to one Business Day before the time of pricing of such Underwritten Offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Corporation shall state whether it wishes not be required to reimburse deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in cash or out of production in Underwritten Offerings by the manner indicated under clauses 16.7ol and 16.7.2Corporation pursuant to this Section 2.02(a).

Participation. 16.1 PERTAMINA If MarkWest, MarkWest Hydrocarbon or any subsidiary of MarkWest Hydrocarbon at any time proposes to (i) file a prospectus supplement to an effective shelf registration statement with respect to an Underwritten Offering of Common Units for its own account or (ii) register any Common Units for its own account for sale to the public in an Underwritten Offering other than, in the case of clause (ii), (a) a registration relating solely to employee benefit plans, (b) a registration relating solely to a Rule 145 transaction, or (c) a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, then, as soon as practicable following the engagement of counsel by MarkWest to prepare the documents to be used in connection with an Underwritten Offering, MarkWest shall give notice of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that MarkWest shall not be required to offer such opportunity to Holders to the extent MarkWest has been advised in writing by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units. Each Holder of Registrable Securities acknowledges for purposes of clause (ii) that its Registrable Securities are not covered by MarkWest’s existing registration statement on Form S-3 (File No. 333-116680) and MarkWest shall have no obligation to include such Registrable Securities in such registration statement, by post-effective amendment or otherwise; provided, however, that if a registration statement covering the Registrable Securities is effective and a prospectus supplement relating to the Form S-3 (File No. 333-116680) described above has been proposed with respect to an Underwritten Offering, the Holders shall be entitled to notice and the opportunity to include in such Underwritten Offering, pursuant to the registration statement covering the Registrable Securities, such number of Registrable Securities as each such Holder may request in writing, subject to the other terms and conditions of this Section 2.02(a). Subject to Section 2.02(b), MarkWest shall include in such Underwritten Offering all such Registrable Securities (“Included Registrable Securities”) with respect to which MarkWest has received requests within one Business Day after MarkWest’s notice has been delivered in accordance with Section 3.01. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, MarkWest shall determine for any reason not to undertake or to delay such Underwritten Offering, MarkWest may, at its election, give written notice of such determination to the Selling Holders and, (i) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (ii) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered such offering by giving written notice to either itself or a limited liability company to be designated by PERTAMINA the shareholders MarkWest of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2such offering.

Participation. 16.1 PERTAMINA If the Partnership proposes to file (i) a shelf registration statement other than the Registration Statement contemplated by Section 2.01(a), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01(a) of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with an Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $25 million of the then-outstanding Registrable Securities (based on the Common Unit Price) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed and kept confidential by the Holder until such proposed Underwritten Offering is (i) publicly announced or (ii) such Holder receives notice that such proposed Underwritten Offering has been abandoned, which such notice shall be provided promptly by the Partnership to each Holder. Each such Holder shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one Partnership of such withdrawal at or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (1an “Opt-Out Notice”) month after to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of PERTAMINA's registered letter referred an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in clause 16.2. CONTRACTOR's letter shall be accompanied Underwritten Offerings by a copy of the Partnership pursuant to this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperateSection 2.02(a). The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant Holders indicated on Schedule A hereto as having opted out shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall each be deemed to have acquired the undivided interest on delivered an Opt-Out Notice as of the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2hereof. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If at any time the Partnership proposes to file (i) a Registration Statement on behalf of itself or any other holder of Partnership securities (other than during the period from the date hereof until two years thereafter, USAC Holdings, ETP, ETE or any of their respective Affiliates), who has registration rights related to an Underwritten Offering undertaken pursuant to Section 2.03, (each such person, an “Other Holder”), or (ii) a prospectus supplement relating to the sale of Common Units by the Partnership or any Other Holders to an effective “automatic” registration statement, so long as the Partnership is a WKSI at such time or, whether or not the Partnership is a WKSI, so long as the Common Unit Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of Common Units by Other Holders in an Underwritten Offering undertaken pursuant to Section 2.03, then the Partnership shall give not less than four Business Days’ notice (including notification by electronic mail) (the “Piggyback Notice”) of such proposed Underwritten Offering to each Holder (together with its Affiliates) owning Registrable Securities and such Piggyback Notice shall offer such Holder the opportunity to include in such Underwritten Offering such number of Common Unit Registrable Securities (the “Included Registrable Securities”) as such Holder may request in writing (including by electronic mail) (a “Piggyback Registration”); provided, however, that the Partnership shall not be required to offer such opportunity (A) if the Holders, together with their Affiliates, do not propose to offer a minimum of $25 million of Common Unit Registrable Securities, in the aggregate (determined by multiplying the number of Common Unit Registrable Securities owned by the Average VWAP for the 10 Trading Days preceding the date of such notice), or such lesser amount if it constitutes the remaining holdings of the Holder and its Affiliates, or, (B) if the Partnership has been advised in writing by the Managing Underwriter that the inclusion of Common Unit Registrable Securities for sale for the benefit of such Holders will have an adverse effect in any material respect on the price, timing or distribution of the Common Units in such Underwritten Offering, in which case the amount of Common Unit Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Piggyback Notice shall be provided to Holders on a Business Day pursuant to Section 3.01 and receipt of such notice shall be confirmed and kept confidential by the Holders unless and until such proposed Underwritten Offering has been publicly announced by the Partnership. If such proposed Underwritten Offering has been abandoned, the Partnership shall provide notice to the Holders reasonably promptly after the final decision to abandon a proposed Underwritten Offering has been made and such notice and its contents shall be kept confidential by the Holders. Each such Holder will have two Business Days after such Piggyback Notice has been delivered to request in writing to the Partnership the inclusion of Common Unit Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received by the Partnership within the specified time, such Holder shall have the no further right to demand from CONTRACTOR that a ten percent (10%) undivided interest participate in such Underwritten Offering. If, at any time after giving written notice of the total rights Partnership’s intention to undertake an Underwritten Offering and obligations under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter prior to the Indonesian Participant within one pricing of such Underwritten Offering, such Underwritten Offering is terminated or delayed pursuant to the provisions of this Agreement, the Partnership shall give written notice of such determination to the Selling Holders and, (1) month after receipt in the case of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter a termination of such Underwritten Offering, shall be accompanied by relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" determination to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant delay such Underwritten Offering, shall be effective permitted to delay offering any Included Registrable Securities for a the same period of six (6) months. If as the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest delay in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.Underwritten

Participation. 16.1 PERTAMINA So long as a Unitholder has Registrable Securities, if at any time the Company proposes to file (i) a registration statement and such Unitholder has not previously included its Registrable Securities in a Registration Statement contemplated by Section 2.1(a) of this Agreement that is currently effective, or (ii) a prospectus supplement to an effective registration statement so long as the Registrable Securities are included in the underlying shelf Registration Statement or are included on an effective Registration Statement, or in any case in which Unitholders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of EnLink Midstream Common Units in an underwritten offering for its own account and/or another Person, other than (a) a registration relating solely to employee benefit plans, (b) a registration relating solely to a Rule 145 transaction, or (c) a registration statement on any registration form which does not permit secondary sales, then as soon as reasonably practicable following the engagement of counsel by the Company to prepare the documents to be used in connection with an underwritten offering, the Company shall give notice (which may be limited to notification by electronic mail) of such proposed underwritten offering to each Unitholder (together with its Affiliates) holding at least $15 million of the then-outstanding Registrable Securities (calculated based on the volume-weighted average trading price of the EnLink Midstream Common Units for the 20 Business Days prior to the date of such notice) and such notice shall offer such Unitholders the opportunity to include in such underwritten offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Unitholder may request in writing; provided, however, that (A) the Company shall not be required to provide such opportunity unless the Unitholders propose to offer, in the aggregate, at least $50 million of Registrable Securities (calculated based on the volume-weighted average trading price of the EnLink Midstream Common Units for the 20 Business Days prior to the date of such notice), and (B) if the Company has been advised by the managing Underwriter or Underwriters for such underwritten offering that the inclusion of Registrable Securities for sale for the benefit of the Unitholders will have an adverse effect on the price, timing or distribution of the EnLink Midstream Common Units in the underwritten offering, then (1) if no Registrable Securities can be included in the underwritten offering in the opinion of the managing Underwriter or Underwriters, the Company shall not be required to offer such opportunity to the Unitholders or (2) if any Registrable Securities can be included in the underwritten offering in the opinion of the managing Underwriter or Underwriters, then the amount of Registrable Securities to be offered for the accounts of Unitholders shall be determined in accordance with the provisions of Section 2.1(d)(ii). Any notice required to be provided in this Section 2.2(a) to Unitholders shall be provided on a Business Day pursuant to Section 4.1 hereof and receipt of such notice shall be confirmed by the Unitholder. Each such Unitholder shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought underwritten offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the underwritten offering. If no written request for inclusion from a Unitholder is received within the specified time, each such Unitholder shall have no further right to participate in such underwritten offering. If, at any time after giving written notice of its intention to undertake an underwritten offering and prior to the closing of such underwritten offering, the Company shall determine for any reason not to undertake or to delay such underwritten offering, the Company may, at its election, give written notice of such determination to the Unitholders and, (x) in the case of a determination not to undertake such underwritten offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated underwritten offering, and (y) in the case of a determination to delay such underwritten offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the underwritten offering. Any Unitholder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Unitholder’s request for inclusion of such Unitholder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such underwritten offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Company of PERTAMINA's registered letter referred such withdrawal at or prior to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance pricing of CONTRACTOR's offer such underwritten offering. Any Unitholder participating in an Underwriting Offering pursuant to this Section 2.2 shall be a “Participating Unitholder” for the Indonesian Participant purposes of this Agreement. Any Unitholder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Unitholder not receive notice from the Company of any proposed underwritten offering; provided, however, that such Unitholder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Unitholder (unless subsequently revoked), the Company shall state whether it wishes not be required to reimburse deliver any notice to such Unitholder pursuant to this Section 2.2(a) and such Unitholder shall no longer be entitled to participate in cash or out of production in underwritten offerings by the manner indicated under clauses 16.7ol and 16.7.2Company pursuant to this Section 2.2.

Participation. 16.1 PERTAMINA So long as a Holder has Registrable Securities, if the Corporation proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms, (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Corporation, other than a Registration Statement contemplated by Section 2.01 and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Shares in an Underwritten Offering for its own account or that of another Person, or both, then promptly following the selection of the Managing Underwriter for such Underwritten Offering, the Corporation shall give notice of such Underwritten Offering to each Holder and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Corporation has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Shares in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Corporation shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holder. Each such Holder shall then have three Business Days (or two Business Days in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Corporation shall determine for any reason not to undertake or to delay such Underwritten Offering, the Corporation may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Corporation of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total such withdrawal at or prior to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At Business Day before the time of its acceptance pricing of CONTRACTOR's offer such Underwritten Offering. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Indonesian Participant Corporation requesting that such Holder not receive notice from the Corporation of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to one Business Day before the time of pricing of such underwritten offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Corporation shall state whether it wishes not be required to reimburse deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in cash or out of production in Underwritten Offerings by the manner indicated under clauses 16.7ol and 16.7.2Corporation pursuant to this Section 2.02(a).

Participation. 16.1 PERTAMINA Commencing on the later of the Anniversary Date or the Effective Date of the Registration Statement, if Crosstex at any time proposes to file a prospectus supplement to an effective Shelf Registration Statement with respect to an Underwritten Offering of Common Stock for its own account or to register any Common Stock for its own account for sale to the public in an Underwritten Offering or otherwise file any registration statement with the Commission relating to any Underwritten Offering of Common Stock other than (x) a registration statement on Form S-8 (or any successor form) relating solely to employee benefit plans or (y) a registration statement on Form S-4 (or any successor form) relating solely to a Rule 145 transaction, then, as soon as practicable following the engagement of counsel to Crosstex to prepare the documents to be used in connection with an Underwritten Offering, Crosstex shall give notice of such proposed Underwritten Offering to the Holders, and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that Crosstex shall not be required to offer such opportunity to Holders if the Holders do not offer a minimum of $5,000,000 of Registrable Securities (determined by multiplying the number of Registrable Securities owned by the average of the closing price on NASDAQ for Common Stock for the ten (10) trading days preceding the date of such notice). The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by Holder. Holder shall then have two (2) Business Days to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Crosstex shall determine for any reason not to undertake or to delay such Underwritten Offering, Crosstex may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to Crosstex of such withdrawal up to and including the time of pricing of such offering. No Holders shall be entitled to participate in any such Underwritten Offering under this Section 2.2(a) unless such Holder (together with any Affiliates that a are Selling Holders) participating therein holds at least fifteen million ($15,000,000) of Registrable Securities (determined by multiplying the number of Registrable Securities owned by the average of the closing price for Common Stock for the ten percent (10%) undivided interest in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on trading days preceding the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2such notice). 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If the Partnership proposes to file (i) a registration statement or (ii) a prospectus supplement to an effective Shelf Registration Statement and Holders may be included in the offering to which such prospectus supplement relates without the filing of a post-effective amendment to such Shelf Registration Statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with such Underwritten Offering, the Partnership shall give notice (including notification by electronic mail) of such proposed Underwritten Offering to each Holder holding at least 5% of the then-outstanding Registrable Securities and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Partnership has been advised by the Managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter(s), the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.03(b). Subject to Section 2.03(b), the Partnership shall include in such Underwritten Offering all included Registrable Securities with respect to which the Partnership has received requests within two (2) Business Days (or one (1) Business Day in connection with a “bought deal” or an “overnight” Underwritten Offering) after the Partnership’s notice has been delivered in accordance with Section 3.01. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Partnership of PERTAMINA's registered letter referred such withdrawal at or prior to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance pricing of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2such Underwritten Offering.

Participation. 16.1 PERTAMINA Commencing on the conversion of the Purchased Units to Common Units, if Crosstex at any time proposes to file a prospectus supplement to an effective Shelf Registration Statement with respect to an Underwritten Offering of Common Units for its own account or to register any Common Units for its own account for sale to the public in an Underwritten Offering or otherwise file any registration statement with the Commission relating to any Underwritten Offering of Common Units other than (x) a registration statement on Form S-8 (or any successor form) relating solely to employee benefit plans or (y) a registration statement on Form S-4 (or any successor form) relating solely to a Rule 145 transaction, then, as soon as practicable following the engagement of counsel to Crosstex to prepare the documents to be used in connection with an Underwritten Offering, Crosstex shall have give notice of such proposed Underwritten Offering to the right Holders, and such notice shall offer the Holders the opportunity to demand from CONTRACTOR include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that Crosstex shall not be required to offer such opportunity to Holders if (i) the Holders do not offer a minimum of $5,000,000 of Registrable Securities and Other Registrable Securities, in the aggregate, (determined by multiplying the number of Registrable Securities and Other Registrable Securities owned by the average of the closing price on NASDAQ for Common Units for the ten percent (10%) undivided interest in trading days preceding the total rights and obligations under this Contract be offered to either itself or a limited liability company date of such notice). The notice required to be designated by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to provided in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant 2.2(a) to Holders shall be deemed provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by Holder. Holder shall then have acquired the undivided interest on the date two (2) Business Days to request inclusion of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest Registrable Securities in the total of Underwritten Offering. If no request for inclusion from a Holder is received within the rights and obligations arising out of this Contractspecified time, the Indonesian Participant such Holder shall reimburse CONTRACTOR an amount equal have no further right to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities participate in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.such Piggyback

Participation. 16.1 PERTAMINA If HealthCare proposes to file a Registration Statement under the Securities Act with respect to any offering of HealthCare Common Stock for its own account or for the account of any other Persons (other than a Registration (i) under Section 2.1, (ii) pursuant to a Registration Statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) pursuant to any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the Sale of Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan, (v) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (vi) in which the only HealthCare Common Stock being Registered is HealthCare Common Stock issuable upon conversion of debt securities that are also being Registered) (a “HealthCare Public Sale”), then, as soon as reasonably practicable (but in no event less than fifteen (15) days prior to the proposed date of filing such Registration Statement), HealthCare shall have give written notice of such proposed filing to each Holder, and such notice shall offer such Holders the right opportunity to demand from CONTRACTOR Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.2(a) and Section 2.2(c), HealthCare shall include in such Registration Statement all such Registrable Securities that a are requested to be included therein within ten percent (10%) undivided interest days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, HealthCare shall determine for any reason not to Register or to delay Registration of such securities, HealthCare may, at its election, give written notice of such determination to each such Holder and, thereupon, (i) in the total case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, and obligations (ii) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other shares of HealthCare Common Stock. No Registration effected under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders of which Section 2.2 shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA relieve HealthCare of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known obligation to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) monthseffect any Demand Registration under Section 2.1. If the Indonesian Participant has offering pursuant to a Registration Statement pursuant to this Section 2.2 is to be an Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) shall, and HealthCare shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) shall, and HealthCare shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. HealthCare’s filing of a Shelf Registration shall not accepted this offer by registered letter be deemed to CONTRACTOR within be a HealthCare Public Sale; provided, however, that the said period, CONTRACTOR shall proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of HealthCare Common Stock for its own account or for the account of any other Persons will be released a HealthCare Public Sale unless such offering qualifies for an exemption from the obligation referred to HealthCare Public Sale definition in this Section XVI. 16.5 In 2.2(a); provided, further that if HealthCare files a Shelf Registration for its own account or for the event account of acceptance any other Persons, HealthCare agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Indonesian Participant of CONTRACTOR's offer, Securities Act in order to ensure that the Indonesian Participant shall Holders may be deemed added to have acquired such Shelf Registration at a later time through the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition filing of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this ContractProspectus supplement rather than a post-effective amendment. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA shall have (a) No Shareholder Party may participate in any registration hereunder that is underwritten unless such Shareholder Party (i) agrees to sell its Registrable Securities on the right to demand from CONTRACTOR that a ten percent basis provided in any underwriting arrangements approved by the Company (10%) undivided interest in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter including pursuant to the Indonesian Participant within one (1) month after receipt terms of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance any over-allotment or “green shoe” option requested by the Indonesian Participant managing underwriter(s), provided that such Shareholder Party will not be required to sell more than the number of CONTRACTOR's offerRegistrable Securities that such Shareholder Party has requested the Company to include in any registration), (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up or holdback agreements and other documents reasonably required under the terms of such underwriting arrangements and customary in a Public Offering, so long as such provisions are substantially the same for all selling shareholders, and (iii) uses commercially reasonable efforts to cooperate with the Company’s reasonable requests in connection with such registration or qualification. Notwithstanding the foregoing, the Indonesian Participant shall liability of any Shareholder Party or any transferee participating in such an underwritten registration will be deemed limited to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent the amount of net proceeds attributable to the sale of such Shareholder Party’s Registrable Securities in such registration. (10%b) Each Shareholder Party agrees that, in connection with any registration hereunder, upon receipt of any notice from the Company of the sum happening of Operating Costs which CONTRACTOR has incurred for and on behalf any event of the kind described in Section 3.3(g), such Shareholder Party will forthwith discontinue the disposition of its activities in Registrable Securities pursuant to the Contract Area up Registration Statement until such Shareholder Party receives copies of a supplemented or amended prospectus as contemplated by such Section 3.3(g). In the event the Company gives any such notice, the applicable time period during which a Registration Statement is to remain effective under this Article III shall be extended by the number of days during the period from and including the date of CONTRACTOR's notification the giving of such notice pursuant to PERTAMINA mentioned in clause 16.2, ten percent (10%this Section 3.6(b) to and including the date on which the Shareholder Parties will have received the copies of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contractsupplemented or amended prospectus contemplated by Section 3.3(g). 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If the Company at any time proposes to (i) register any Common Stock for its own account for sale to the public in an Underwritten Offering or (ii) otherwise file any registration statement with the Commission relating to any Underwritten Offering of Common Stock (other than (i) pursuant to a registration statement on Form S-8 (or any successor form) relating solely to an offering or sale to employees or directors of the Company pursuant to any employee benefit plans or arrangements, (ii) pursuant to a registration statement on Form S-4 (or any successor form) relating to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto), or (iii) in connection with any dividend or distribution reinvestment or similar plan), and the form of Registration Statement to be used may be used for any registration of Registrable Securities, then, as soon as practicable following the engagement of counsel to the Company to prepare the documents to be used in connection with an Underwritten Offering, the Company shall give notice of such proposed Underwritten Offering to the Holders, and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of shares of Common Stock constituting Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”), subject to the cutback provisions of Section 2.2(b). The notice required to be provided in this Section 2.2(a) to each of the Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by the Holder. Each such Holder shall have three (3) Business Days (or two (2) Business Days in connection with any overnight or bought Underwritten Offering) from the date of such notice to request in writing the inclusion of a specified number of shares of Common Stock constituting Registrable Securities in the Underwritten Offering. If no written request or an incomplete request for inclusion from a Holder is received by the Company within such specified time, each such Holder shall have no further right to participate in such Underwritten Offering. The Company may postpone or withdraw the filing or the effectiveness of a Registration Statement in connection with a Piggyback Registration at any time in its sole discretion. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Company of PERTAMINA's registered letter referred such withdrawal prior to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance pricing of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2such Underwritten Offering.

Participation. 16.1 PERTAMINA Except as provided in Section 2.2(b), if at any time after 180 days following the date of this Agreement, the Partnership proposes to file (i) a shelf registration statement, (ii) a prospectus supplement to an effective shelf registration statement, and Holders could be included without the filing of a post-effective amendment thereto (other than a post-effective amendment that is immediately effective), or (iii) a registration statement, other than a registration statement (A) filed in connection with any employee equity plan or other benefit plan, (B) for an exchange offer or offering of securities solely to the Partnership’s existing unitholders, (C) for an offering of debt, whether or not convertible into equity securities of the Partnership or (D) for a dividend reinvestment plan, in the case of each of clause (i), (ii) or (iii), for the sale of Common Units in an Underwritten Offering (other than a Bought or Overnight Underwritten Holder Offering) for its own account and/or the account of another Person, then as soon as reasonably practicable but not less than five Business Days prior to the filing of (A) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (B) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (C) such registration statement, as the case may be (an “Underwritten Offering Filing”), the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering (a “Piggyback Offering”) to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of the Registrable Securities (the “Included Registrable Securities”) as the Holders may request in writing; provided, however, that if the Partnership has been advised by the Managing Underwriter, and the Partnership has advised the Selling Holders, that the inclusion of Registrable Securities for sale for the benefit of the Selling Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Selling Holders shall be determined based on the provisions of Section 2.2(c) of this Agreement. The notice required to be provided in this Section 2.2(a) to the Holders shall be provided on a Business Day pursuant to Section 3.1 hereof. The Holders shall then have three Business Days to request inclusion of Registrable Securities in such Underwritten Offering. If no request for inclusion from the Holders is received within such period, the Holders and their Affiliates shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership or such other Persons who have or have been granted registration rights, as applicable, shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. A Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw its request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Partnership of PERTAMINA's registered letter referred such withdrawal prior to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles filing of the draft Operating Agreement are contained in Exhibit "D" registration statement or prospectus supplement relating to this Contractsuch offering. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If at any time Concho proposes to file (i) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01 of this Agreement, or (ii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Stock in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then Concho shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if Concho has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) of this Agreement. The notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Concho shall determine for any reason not to undertake or to delay such Underwritten Offering, Concho may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered such offering by giving written notice to either itself or a limited liability company to be designated by PERTAMINA the shareholders Concho of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer such offering. Each Holder’s rights under this Section 2.02(a) shall terminate when such Holder (together with any Affiliates of such Holder) holds less than $5 million of Purchased Common Stock, based on the Indonesian Participant shall state whether it wishes Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to reimburse in cash or out Concho requesting that such Holder not receive notice from Concho of production in the manner indicated under clauses 16.7ol and 16.7.2any proposed Underwritten Offering.

Participation. 16.1 PERTAMINA Except as provided in Section 2.2(b), if at any time during the Effectiveness Period after the Effectiveness Deadline, the Company proposes to file (i) a shelf registration statement (in which shelf registration statement the Company covenants and agrees to include thereon a description of the transaction under which the Holders acquired the Registrable Securities), other than the Shelf Registration Statement, (ii) a prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement, and Holders could be included without the filing of a post-effective amendment thereto (other than a post-effective amendment that is immediately effective), or (iii) a registration statement, other than a shelf registration statement, in the case of each of clause (i), (ii) or (iii), for the sale of Common Stock (or securities convertible into or exchangeable or exercisable for Common Stock) in an Underwritten Offering or Overnight Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than 10 Business Days (or one Business Day in the case of an Overnight Underwritten Offering) prior to the filing of (A) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (B) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (C) such registration statement (other than a Shelf Registration Statement), as the case may be (an “Underwritten Offering Filing”), then the Company shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering (a “Piggyback Offering”) to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of the Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Company has been advised by the Managing Underwriter, and the Company has advised the Selling Holders in writing, that the inclusion of Registrable Securities for sale for the benefit of the Selling Holders will have a material adverse effect on the price, timing or distribution of the Common Stock (or securities convertible into or exercisable or exchangeable for Common Stock) in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Selling Holders shall be determined based on the provisions of Section 2.2(c) of this Agreement. The notice required to be provided in this Section 2.2(a) to each Holder (the “Piggyback Notice”) shall be provided on a Business Day pursuant to Section 3.1 hereof. Each Holder shall then have ten (10) Business Days (or one Business Day in the case of an Overnight Underwritten Offering) after the date on which the Holders received the Piggyback Notice to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Board shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Company of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer such offering. Notwithstanding the Indonesian Participant shall state whether it wishes foregoing, any Holder may deliver written notice (an “Opt-Out Notice”) to reimburse the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2writing.

Participation. 16.1 PERTAMINA If at any time during the Effectiveness Period Vanguard proposes to file a prospectus supplement to an effective shelf registration statement, other than a Shelf Registration Statement contemplated by Section 2.01, for the sale of Common Units in an Underwritten Offering for its own account, then, as soon as practicable but not less than five (5) Business Days prior to the filing of (A) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) of the Securities Act or (B) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) of the Securities Act (if no preliminary prospectus supplement is used), Vanguard shall give notice of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Offering”), up to an aggregate of fifteen percent of the total number of Common Units to be offered and sold using the prospectus supplement; provided, however, that Vanguard shall not be required to offer such opportunity to Holders if (aa) the Underwritten Offering is a “bought deal” or “overnight marketed offering,” (bb) the Holders do not offer a minimum of $15 million of Registrable Securities, in the aggregate (determined by multiplying the number of Registrable Securities held by the participating Holdings by the volume weighted average closing price on the NYSE for Common Units for the five (5) consecutive trading days ending on the last trading day ending before the date of such notice) or (cc) Vanguard has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units, in which case the amount of Registrable Securities to be offered for the accounts of participating Holders shall be determined based on the provisions of Section 2.02(b) of this Agreement. Each Holder shall keep any information relating to any such Underwritten Offering confidential and shall not disseminate or in any way disclose such information. Each Holder shall then have three (3) Business Days from the date of such notice to request inclusion of its Registrable Securities in the Piggyback Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Vanguard shall determine for any reason not to undertake or to delay such Underwritten Offering, Vanguard may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay of the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered such Underwritten Offering by giving written notice to either itself or a limited liability company to be designated by PERTAMINA the shareholders Vanguard of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within such withdrawal at least one (1) month after receipt of PERTAMINA's registered letter referred Business Day prior to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance the public announcement of CONTRACTOR's offer Vanguard’s intention to conduct such Underwritten Offering. Each Holder’s rights under this Section 2.02(a) shall terminate when such Holder holds less than $10 million of Registrable Securities (based on the Indonesian Participant shall state whether it wishes Unit Purchase Price). Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt-Out Notice”) to reimburse Vanguard requesting that such Holder not receive notice from Vanguard of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2writing.

Participation. 16.1 PERTAMINA If at any time the Company proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01, (ii) a prospectus supplement to an effective shelf registration statement, other than a Registration Statement contemplated by Section 2.01, and the Registrable Securities of Holders may be included in the offering to which such prospectus supplement relates without the filing of a post-effective amendment to such registration statement that requires the Company to request acceleration of the same from the SEC, or (iii) a registration statement, other than a shelf registration statement, in any case, for the sale of Common Stock in an Underwritten Offering for its own account and/or another Person (other than a Holder), then as soon as practicable following the engagement of counsel by the Company to prepare the shelf registration statement, prospectus supplement, or registration statement, as applicable, the Company shall give written notice thereof to each Holder holding outstanding Registrable Securities and such notice shall offer such Holder the opportunity to include in such shelf registration statement, prospectus supplement, or registration statement, such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Company has been advised by the Managing Underwriter of any Underwritten Offering that the inclusion of Registrable Securities for sale for the benefit of the Holders will reasonably be expected to have an adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then (a) the Company shall not be required to offer the opportunity to participate in such Underwritten Offering to the Holders, in which case the Company shall provide the Holders written advisement of their exclusion (which notice need not include any explanation of the reasons for the exclusion) from the Underwritten Offering no later than 24 hours after the pricing of the Underwritten Offering, or (b) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b), in which case the Company shall provide the Holders written advisement of their reduced participation (which notice need not include any explanation of the reasons for the reduced participation) in the Underwritten Offering no later than 24 hours after the pricing of the Underwritten Offering. Any notice required to be provided in this Section 2.02 to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by the Holder (provided that the failure of the Holder to confirm receipt shall not affect the validity or timing of delivery of such notice). Each such Holder shall have three (3) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after written notice has been delivered to request in writing the inclusion of Registrable Securities in the registration statement or Underwritten Offering, as applicable. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such registration statement or Underwritten Offering, as applicable. If, at any time after giving written notice of its intention to undertake an Underwritten Offering pursuant to this Section 2.02 and prior to the pricing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Company of PERTAMINA's registered letter referred such withdrawal prior to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles earlier of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total execution of the rights and obligations arising out of this Contract, underwriting agreement or the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) execution of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up custody agreement with respect to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contractsuch Underwritten Offering. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If at any time during the Effectiveness Period Atlas proposes to file (i) a shelf registration statement other than the Registration Statement (in which event Atlas covenants and agrees to include thereon a description of the transaction under which the Purchasers acquired the Registrable Securities), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01 of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each such case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person (but excluding, in each such case, any offering of Common Units for the purpose of providing funds for, or otherwise in connection with, the acquisition by Atlas, Atlas Pipeline Mid-Continent Holdings, LLC or their affiliates of TEAK Midstream, L.L.C.) then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then Atlas shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Common Units (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if Atlas has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the amount, price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) of this Agreement. The notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Atlas shall determine for any reason not to undertake or to delay such Underwritten Offering, Atlas may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to Atlas of such withdrawal up to and including the total time of pricing of such offering. Each Holder’s rights and obligations under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders of which Section 2.02(a) shall be Indonesian Nationals suspended when such Holder (both hereinafter called "The Indonesian Participant"). 16.2 The right referred together with any Affiliates of such Holder) holds, directly or indirectly, including pursuant to a total return swap or similar transaction, less than $15 million, in clause 16.1 shall lapse unless exercised by PERTAMINA aggregate, of Registrable Securities, based on the Common Unit Price. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to Atlas requesting that such Holder not receive notice from Atlas of any proposed Underwritten Offering; provided, that such Holder may later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA revoke any such notice. Any Holder that owns Registrable Securities indirectly through a total return swap or similar transaction at the time of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred notice of a proposed Underwritten Offering pursuant to in clause 16.2. CONTRACTOR's letter this Section 2.02(a) shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner eligible to participate in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to an Underwritten Offering as set forth in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer2.02(a); provided, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contractthat, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification extent required under the Securities Act or other applicable law to PERTAMINA mentioned in clause 16.2permit such participation, ten percent (10%) of the compensation paid such Holder agrees to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal unwind such total return swap or similar transaction to the said amount by the Indonesian Participant within three (3) months after the date reasonable satisfaction of its acceptance Atlas in a manner to allow such Holder to sell any Registrable Securities subject to such total return swap or similar transaction in such Underwritten Offering, free and clear of CONTRACTOR's offer referred to in clause 16.3all liens, encumbrances, equities or claims., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA (i) If the Company at any time proposes to file a registration statement with respect to any offering of equity securities for its own account or for the account of any holders of its securities (other than (A) a registration under Section 2 hereof, (B) a registration on Form S-4 or S-8 or any successor form to such forms or (C) a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities (other than information as to the selling stockholders and their intended method or methods of disposition)), then, as soon as practicable (but in no event less than fifteen (15) days prior to the proposed date of filing such registration statement with the Commission), the Company shall have give written notice of such proposed filing to all Holders of Registrable Securities and such notice shall offer the right Holders the opportunity to demand from CONTRACTOR that register such number of Registrable Securities as each such Holder may request in writing (a "Piggyback Registration"). Subject to Section 4(b), the Company shall include in such registration statement all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten percent (10%) undivided interest days after the Company's notice has been given ("Included Registrable Securities"). If at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each Holder holding Included Registrable Securities and, (x) in the total rights case of a determination not to register, shall be relieved of its obligation to register any Included Registrable Securities in connection with such registration, and obligations under this Contract (y) in the case of a determination to delay registering, shall be offered permitted to either itself or delay registering any Included Registrable Securities for the same period as the delay in registering such other equity securities. (ii) If the offering pursuant to a limited liability company Piggyback Registration is to be designated by PERTAMINA the shareholders of which shall an Underwritten Offering, then each Holder making a request for its Registrable Securities to be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Areaincluded therein must, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant Company shall cooperate. The main principles of use its reasonable best efforts to make such arrangements with the draft Operating Agreement are contained underwriters so that each such Holder may, participate in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to such Underwritten Offering on the Indonesian Participant shall be effective for a period of six (6) monthssame terms as other Persons selling securities in such Underwritten Offering. If the Indonesian Participant has not accepted offering pursuant to such registration is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to Section 4(a) must participate in such offering on such basis. Notwithstanding any provision in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up Agreement to the date contrary, any Holder participating through a Piggyback Registration shall have no right to change the intended method or methods of CONTRACTOR's notification disposition otherwise applicable, other than to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid include provisions reasonably necessary to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contracteffect a Ventas Stockholder Distribution. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA So long as a Holder has Registrable Securities if (x) the Corporation proposes to file (i) a shelf registration statement other than a registration statement on Forms S-4 or S-8 and any successor forms, (ii) a prospectus supplement to an effective Shelf Registration Statement relating to the sale of equity securities of the Corporation and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Shares in an Underwritten Offering for its own account or that of another Person, or both, and (y) such filing would permit inclusion of securities pursuant to Section 2.04 of the GSO Registration Rights Agreement, then promptly following the selection of the Managing Underwriter for such Underwritten Offering, the Corporation shall give notice of such Underwritten Offering to each Holder (together with its Affiliates) and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Corporation has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Shares in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Corporation shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.01(b). Any notice required to be provided in this Section 2.01(a) to Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holder. Each such Holder shall then have three Business Days (or two Business Days in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Corporation shall determine for any reason not to undertake or to delay such Underwritten Offering, the Corporation may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Corporation of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total such withdrawal at or prior to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At Business Day before the time of its acceptance pricing of CONTRACTOR's offer such Underwritten Offering. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Indonesian Participant Corporation requesting that such Holder not receive notice from the Corporation of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to one Business Day before the time of pricing of such Underwritten Offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Corporation shall state whether it wishes not be required to reimburse deliver any notice to such Holder pursuant to this Section 2.01(a) and such Holder shall no longer be entitled to participate in cash or out of production in Underwritten Offerings by the manner indicated under clauses 16.7ol and 16.7.2Corporation pursuant to this Section 2.01(a).

Participation. 16.1 PERTAMINA If at any time CEI proposes to file (i) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01 of this Agreement, or (ii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Stock in an Underwritten Offering for its own account, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then CEI shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if CEI has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then the amount of Registrable Securities to be offered for the account of Holders shall be determined based on the provisions of Section 2.02(b) of this Agreement. The notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal”, “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, CEI shall determine for any reason not to undertake or to delay such Underwritten Offering, CEI may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered such offering by giving written notice to either itself or a limited liability company to be designated by PERTAMINA the shareholders CEI of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer such offering. No Holder shall be entitiled to participate in any such Underwritten Offering under this Section 2.02(a) unless such Holder (together with any Affiliate of such Holder) participating therein held at least $10,000,000 of Common Stock as of the Indonesian Participant shall state whether it wishes Closing Date, based on a valuation price of $0.7164 per share of Common Stock. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to reimburse in cash or out CEI requesting that such Holder not receive notice from CEI of production in the manner indicated under clauses 16.7ol and 16.7.2any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such notice.

Participation. 16.1 PERTAMINA If ESAB proposes to file a Registration Statement under the Securities Act with respect to any offering of ESAB Common Stock for its own account and/or for the account of any other Persons (other than a Registration (i) under Section 2.1 hereof, (ii) pursuant to a Registration Statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) pursuant to any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the Sale of Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan, (v) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (vi) in which the only ESAB Common Stock being Registered is ESAB Common Stock issuable upon conversion of debt securities that are also being Registered) (a “ESAB Public Sale”), then, as soon as practicable (but in no event less than fifteen (15) days prior to the proposed date of filing such Registration Statement), ESAB shall have give written notice of such proposed filing to each Holder, and such notice shall offer such Holders the right opportunity to demand from CONTRACTOR Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.2(a) and Section 2.2(c), ESAB shall include in such Registration Statement all such Registrable Securities that a ten percent are requested to be included therein within fifteen (10%15) undivided interest days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, ESAB shall determine for any reason not to Register or to delay Registration of such securities, ESAB may, at its election, give written notice of such determination to each such Holder and, thereupon, (i) in the total case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, and obligations (ii) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other shares of ESAB Common Stock. No Registration effected under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders of which Section 2.2 shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA relieve ESAB of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known obligation to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) monthseffect any Demand Registration under Section 2.1. If the Indonesian Participant has offering pursuant to a Registration Statement pursuant to this Section 2.2 is to be an Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) shall, and ESAB shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) shall, and ESAB shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. ESAB’s filing of a Shelf Registration shall not accepted this offer by registered letter be deemed to CONTRACTOR within be a ESAB Public Sale; provided, however, that the said period, CONTRACTOR shall proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of ESAB Common Stock for its own account and/or for the account of any other Persons will be released a ESAB Public Sale unless such offering qualifies for an exemption from the obligation referred to ESAB Public Sale definition in this Section XVI. 16.5 In 2.2(a); provided, further that if ESAB files a Shelf Registration for its own account and/or for the event account of acceptance any other Persons, ESAB agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Indonesian Participant of CONTRACTOR's offer, Securities Act in order to ensure that the Indonesian Participant shall Holders may be deemed added to have acquired such Shelf Registration at a later time through the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition filing of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this ContractProspectus supplement rather than a post-effective amendment. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If Envista proposes to file a Registration Statement under the Securities Act with respect to any offering of Envista Common Stock for its own account and/or for the account of any other Persons (other than a Registration (i) under Section 2.1 hereof, (ii) pursuant to a Registration Statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) pursuant to any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the sale of Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan, (v) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (vi) in which the only Envista Common Stock being Registered is Envista Common Stock issuable upon conversion of debt securities that are also being Registered) (an “Envista Public Sale”), then, as soon as practicable (but in no event less than fifteen (15) days prior to the proposed date of filing such Registration Statement), Envista shall have give written notice of such proposed filing to each Holder, and such notice shall offer such Holders the right opportunity to demand from CONTRACTOR Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.2(a) and Section 2.2(c), Envista shall include in such Registration Statement all such Registrable Securities that a ten percent are requested to be included therein within fifteen (10%15) undivided interest days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, Envista shall determine for any reason not to Register or to delay Registration of such securities, Envista may, at its election, give written notice of such determination to each such Holder and, thereupon, (i) in the total case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, and obligations (ii) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other shares of Envista Common Stock. No Registration effected under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders of which Section 2.2 shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA relieve Envista of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known obligation to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) monthseffect any Demand Registration under Section 2.1. If the Indonesian Participant has offering pursuant to a Registration Statement pursuant to this Section 2.2 is to be an Underwritten Offering, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) shall, and Envista shall use reasonable best efforts to coordinate arrangements with the underwriters so that each such Holder may, participate in such Underwritten Offering. If the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 2.2(a) shall, and Envista shall use reasonable best efforts to coordinate arrangements so that each such Holder may, participate in such offering on such basis. Envista’s filing of a Shelf Registration shall not accepted this offer by registered letter be deemed to CONTRACTOR within be an Envista Public Sale; provided, however, that the said period, CONTRACTOR shall proposal to file any Prospectus supplement filed pursuant to a Shelf Registration with respect to an offering of Envista Common Stock for its own account and/or for the account of any other Persons will be released an Envista Public Sale unless such offering qualifies for an exemption from the obligation referred to Envista Public Sale definition in this Section XVI. 16.5 In 2.2(a); provided, further that if Envista files a Shelf Registration for its own account and/or for the event account of acceptance any other Persons, Envista agrees that it shall use its reasonable best efforts to include in such Registration Statement such disclosures as may be required by Rule 430B under the Indonesian Participant of CONTRACTOR's offer, Securities Act in order to ensure that the Indonesian Participant shall Holders may be deemed added to have acquired such Shelf Registration at a later time through the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition filing of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this ContractProspectus supplement rather than a post-effective amendment. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA In the event those Registrable Securities that are LP Units may not be disposed of without restriction pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act, if the Partnership proposes to file (i) a shelf registration statement other than the Registration Statement contemplated by Section 2.01(a), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01(a) of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of LP Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with an Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $10.0 million of the then-outstanding Registrable Securities that are LP Units (based on the LP Unit Price) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities that are LP Units (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Partnership has been advised by the Managing Underwriter that the inclusion of such Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the LP Units in the Underwritten Offering, then (A) the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities that are LP Units can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of such Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by the Holder. Each such Holder shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of those Registrable Securities that are LP Units in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one Partnership of such withdrawal at or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (1an “Opt-Out Notice”) month after to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of PERTAMINA's registered letter referred an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in clause 16.2. CONTRACTOR's letter shall be accompanied Underwritten Offerings by a copy of the Partnership pursuant to this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperateSection 2.02(a). The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant Holders indicated on Schedule A hereto shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall each be deemed to have acquired the undivided interest on delivered an Opt-Out Notice as of the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2hereof. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA Except as provided in Section 2.2(b), if at any time following the date of this Agreement, the Company proposes to file (i) a shelf registration statement, (ii) a prospectus supplement to an effective shelf registration statement, and Holders could be included without the filing of a post-effective amendment thereto (other than a post-effective amendment that is immediately effective), or (iii) a registration statement, other than the registration statements contemplated by Section 2.1(a) of this Agreement, in the case of each of clause (i), (ii) or (iii), for the sale of Common Stock in an Underwritten Offering or Overnight Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than five (5) Business Days (or two (2) Business Day in the case of an Overnight Underwritten Offering) prior to the filing of (A) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (B) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (C) such registration statement, as the case may be (an “Underwritten Offering Filing”), the Company shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering (a “Piggyback Offering”) to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of the Registrable Securities (the “Included Registrable Securities”) as the Holders may request in writing; provided, however, that if the Company has been advised by the Managing Underwriter, and the Company has advised the Holders in writing, that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(c) of this Agreement. The notice required to be provided in this Section 2.2(a) to the Holders shall be provided on a Business Day pursuant to Section 3.1 hereof. The Holders shall then have three (3) Business Days (or one (1) Business Day in the case of an Overnight Underwritten Offering) to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from the Holders is received within such period, the Holders and their Affiliates shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. A Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw its request for inclusion of such Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within Company of such withdrawal up to two (2) Business Days prior to such offering. Notwithstanding the foregoing, a Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing not less than one (1) month after receipt of PERTAMINA's registered letter referred Business Day prior to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contractsuch offering. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA shall have If at any time the right Partnership proposes to demand from CONTRACTOR that file (i) a ten percent prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement contemplated by Section 2.01, or (10%ii) undivided interest a registration statement, other than a shelf registration statement, in either case, for the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders sale of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to Common Units in clause 16.1 shall lapse unless exercised by PERTAMINA an Underwritten Offering for its own account, then as soon as practicable but not later less than three (3) months after CONTRACTOR's notification Business Days prior to the filing of (x) any preliminary prospectus supplement to a prospectus relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement to a prospectus relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, the Partnership shall give notice of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, that each such Holder shall keep all information relating to such Underwritten Offering in confidence and shall not make use of, disseminate or in any way disclose any such information; provided, further, that if the Partnership has been advised by registered letter to PERTAMINA the Managing Underwriter that the inclusion of its first discovery Registrable Securities for sale for the benefit of Petroleum the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Contract AreaUnderwritten Offering, which in then the judgment amount of CONTRACTOR after consultation with PERTAMINA can Registrable Securities to be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to offered for the Indonesian Participant within one (1) month after receipt accounts of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter Holders shall be accompanied by a copy determined based on the provisions of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperateSection 2.02(b). The main principles of the draft Operating Agreement are contained in Exhibit "D" notice required to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to provided in this Section XVI. 16.5 In 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the event Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of acceptance the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Each Holder’s rights under this Section 2.02(a) shall terminate when such Holder (together with any Affiliates of such Holder) holds less than $15 million of Purchased Units, based on the purchase price per unit under the Purchase Agreement. Notwithstanding the foregoing, any Holder holding greater than $15 million of Purchased Units, based on the purchase price per unit under the Purchase Agreement, may deliver written notice (an “Opt Out Notice”) to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, that, such Holder may later revoke any such Opt Out Notice. Following receipt of an Opt Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed Partnership pursuant to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2this Section 2.02(a). 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If at any time Copano proposes to file (i) a prospectus supplement to an effective “shelf” registration statement, or (ii) a registration statement, other than a “shelf” registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three (3) Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b), (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) (if no preliminary prospectus supplement is used) or (z) such registration statement as the case may be, then, Copano shall give notice of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if Copano has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will adversely affect the price, timing or distribution of the Common Units, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Each Holder shall then have three (3) Business Days after receipt the notice to request inclusion of Registrable Securities in the Underwritten Offering, except that each Holder shall have one (1) Business Day after receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction”. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Copano shall determine for any reason not to undertake or to delay such Underwritten Offering, Copano may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered such offering by giving written notice to either itself or a limited liability company to be designated by PERTAMINA the shareholders Copano of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2pricing such offering.

Participation. 16.1 PERTAMINA If the Company at any time proposes to register any of its securities under the Securities Act, whether for its own account or for the account of any other Person (other than (i) a Demand Registration under Section 4.1(a) or (ii) a registration on Form S-4 or S-8 or any successor form to such Forms), (a “Company Public Sale”), then, as soon as practicable after the Company’s determination to undertake such registration, the Company shall give written notice of such proposed filing to each Holder and each Holder shall have the right to demand from CONTRACTOR that include in such registration such number (subject to Section 4.3(b)) of such Holder’s Registrable Securities as such Holder may request in writing (a ten percent “Piggyback Registration”). Subject to Section 4.3(b), the Company shall include in such Piggyback Registration all Registrable Securities which are requested to be included therein within 15 days after the receipt by the applicable Holder holding Registrable Securities of any such notice; provided, however, if at any time after giving written notice of the Company’s intention to register any securities and prior to the Effective Date of the applicable Registration Statement, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall give written notice of such determination to each Holder holding Registrable Securities who requested Registrable Securities to be included on such Registration Statement and, thereupon, (10%i) undivided interest in the total case of a determination not to register, the Company shall be relieved of its obligation to register any of such Holders’ Registrable Securities in connection with such Company Public Sale (but not from its obligation to pay the Registration Expenses (as defined below) in connection therewith), without prejudice, however, to the rights and obligations under this Contract be offered of each Holder to either itself or a limited liability company cause such registration to be designated by PERTAMINA effected as a registration under Section 4.1(a), and (ii) in the shareholders case of which a determination to delay such registration, the Company shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred permitted to delay the registration of such Registrable Securities for the same period as the delay in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) monthsregistering such other securities. If the Indonesian Participant has not accepted this offer by registered letter offering pursuant to CONTRACTOR within such Piggyback Registration is to be Underwritten, then the said periodHolders requesting inclusion therein must, CONTRACTOR and the Company shall make such arrangements with the sole or lead managing Underwriter so that such Holders may, participate in such Underwritten Offering. If the offering pursuant to such Piggyback Registration is to be on any other basis, then the Holders requesting inclusion therein, and the Company shall make such arrangements so that such Holders may, participate in such offering on such basis. If any Piggyback Registration involves an Underwritten Offering, the sole or managing Underwriter(s) and any additional investment bankers and managers to be used in connection with such registration shall be released from subject to the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total approval of the rights and obligations arising out Holders requesting Registrable Securities to be included in such Piggyback Registration (such approval not to be unreasonably withheld). Each Holder requesting inclusion of this ContractRegistrable Securities in a Piggyback Registration may, at any time prior to the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) Effective Date of the sum of Operating Costs which CONTRACTOR has incurred applicable Registration Statement (and for and on behalf of its activities in the Contract Area up any reason), revoke such request by delivering written notice to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this ContractCompany revoking such requested inclusion. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If at any time Atlas Pipeline Partners proposes to file (i) a shelf registration statement other than the Registration Statement (in which event Atlas Pipeline Partners covenants and agrees to include thereon a description of the transaction under which the Purchasers acquired the Registrable Securities), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01 of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) the initial preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then Atlas Pipeline Partners shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Common Units (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if Atlas Pipeline Partners has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) of this Agreement. The notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Atlas Pipeline Partners shall determine for any reason not to undertake or to delay such Underwritten Offering, Atlas Pipeline Partners may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered such offering by giving written notice to either itself or a limited liability company to be designated by PERTAMINA the shareholders Atlas Pipeline Partners of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer such offering. Each Holder’s rights under this Section 2.02(a) shall terminate when such Holder (together with any Affiliates of such Holder) holds less than $15 million, in aggregate, of Registrable Securities, based on the Indonesian Participant shall state whether it wishes Unit Price. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to reimburse in cash or out Atlas Pipeline Partners requesting that such Holder not receive notice from Atlas Pipeline Partners of production in the manner indicated under clauses 16.7ol and 16.7.2any proposed Underwritten Offering; provided, that such Holder may later revoke any such notice.

Participation. 16.1 PERTAMINA If the Partnership proposes to file (i) a shelf registration statement other than the Registration Statement contemplated by Section 2.01, (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01 of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with an Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding Registrable Securities representing (x) at least five percent (5.0%) of the then-outstanding Common Units on a Fully Diluted Basis or (y) no less than all of the Registrable Securities held by the Investor as of the date of this Agreement, and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, if the Partnership has been advised by the Managing Underwriter the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof. Each such Holder shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Partnership of PERTAMINA's registered letter referred such withdrawal at or prior to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance pricing of CONTRACTOR's offer such Underwritten Offering. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Indonesian Participant Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, however, such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall state whether it wishes not be required to reimburse deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in cash or out of production in Underwritten Offerings by the manner indicated under clauses 16.7ol and 16.7.2Partnership pursuant to this Section 2.02(a).

Participation. 16.1 PERTAMINA If the Partnership proposes to undertake a (i) primary Underwritten Offering within three years from the date the Registration Statement becomes or is declared effective or (ii) secondary Underwritten Offering of Common Units by USA Compression Holdings, LLC or its successors, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with either clause (i) or clause (ii) above, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $25.0 million of the then-outstanding Registrable Securities and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that the number of Included Registrable Securities shall at least equal $25.0 million of Registrable Securities; provided, further, that the Partnership shall not be required in connection with clause (ii) above to include the Registrable Securities of the Holders in any registration statement prior to the expiration of the lock-up agreement as set forth in the Distribution Reinvestment and Lock-Up Agreement by and between the Partnership and the holders party thereto; and provided, further, that if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b). Any notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by the Holder. Each such Holder shall then have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Partnership of PERTAMINA's registered letter referred such withdrawal at or prior to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance pricing of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2such Underwritten Offering.

Participation. 16.1 PERTAMINA (a) At any time or from time to time prior to the second-year anniversary of the Closing Date (or such earlier time with respect to a Holder as the rights of such Holder under this Agreement may be terminated pursuant to Section 5.8), if SumTotal at any time proposes to file a Registration Statement (including a secondary registration) with respect to any underwritten offering of its securities for its own account or for the account of any stockholder who holds its securities (it being understood that any rights with respect to a Demand Registration hereunder shall have be governed by the right terms and conditions of Section 2) (other than (A) a registration on Form S-4 or S-8 or any successor form to demand from CONTRACTOR that such forms, (B) a registration of securities solely relating to an offering and sale to employees, directors or consultants of SumTotal pursuant to any employee stock plan or other employee benefit plan arrangement or (C) a registration of debt securities) then, as expeditiously as reasonably practicable (but in no event less than ten percent (10%) undivided interest in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter days prior to the Indonesian Participant proposed date of filing such Registration Statement) and within one five (15) month business days after receipt of PERTAMINA's registered letter referred notice of any exercise of demand registration rights other than under this Agreement, SumTotal shall give written notice (the “Piggy-Back Registration Notice”) of such proposed filing to all Holders of Registrable Securities, and such notice shall offer the Holders of such Registrable Securities the opportunity to register such number of Registrable Securities as each such Holder may request in clause 16.2writing (a “Piggy-Back Registration Right”); provided, that any registration made pursuant to a Piggy-Back Registration Right must include Registrable Securities held by Holders holding at least the Minimum Piggy-Back Amount. CONTRACTOR's letter Subject to Section 3.1(d) below, SumTotal shall include in such Registration Statement (and all related registration and qualifications under blue sky laws) all such Registrable Securities which are requested to be accompanied by a copy included therein within fifteen (15) days after the Piggy-Back Registration Notice is given to such Holders. Solely with respect to this Section 3, if at any time after giving written notice of this Contract its intention to register any securities and a draft Operating Agreement embodying prior to the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles effective date of the draft Operating Agreement are contained Registration Statement filed in Exhibit "D" connection with such registration, SumTotal shall determine for any reason not to this Contract. 16.4 The offer by CONTRACTOR register or to the Indonesian Participant shall be effective for a period delay registration of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter such securities, SumTotal may, at its election, give written notice of such determination to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event each Holder of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.Registrable Securities and,

Participation. 16.1 PERTAMINA If (x) the Issuer at any time, or from time to time, proposes to file a Registration Statement under the Securities Act with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 6.1 or 6.2, (ii) a Registration on Form S-4 or S-8 or any successor form to such Forms, (iii) a Registration of securities solely relating to an offering and sale to employees or directors of the Issuer pursuant to any employee stock plan or other employee benefit plan arrangement, or (iv) in connection with an IPO) or (y) a Sponsor Demand Holder at any time, or from time to time, elects to effect a Marketed Underwritten Shelf Take-Down (in any such case, an “Issuer Public Sale”), then, as soon as reasonably practicable (but, in the case of an Issuer Public Sale effected pursuant to clause (x) of the definition thereof, in no event less than forty-five (45) days prior to the proposed date of filing such Registration Statement), the Issuer shall give written notice (a “Piggyback Notice”) to all the Holders of Registrable Securities. The Piggyback Notice shall offer the Holders of Registrable Securities the opportunity to Register under such Registration Statement or sell pursuant to such Marketed Underwritten Shelf Take-Down, as the case may be, such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”); provided, that in the case of a Marketed Underwritten Shelf Take-Down, such Holders had previously requested such Registrable Securities to be included in the applicable Shelf Registration Statement used to effect the Marketed Underwritten Shelf Take-Down. Subject to Section 6.3(b) and the H&F Priority Sell-Down and the proviso in the immediately preceding sentence, the Issuer shall include in such Registration Statement and/or Marketed Underwritten Shelf Take-Down all such Registrable Securities which are requested to be included therein by such Holders within fifteen (15) days (or, in the case of an Issuer Public Sale effected pursuant to clause (y) of the definition thereof, such other reasonable period (which may be shorter) as may be set forth in the Piggyback Notice) after the receipt by such Holder of any such Piggyback Notice; provided, however, that if (A) at any time after the Piggyback Notice has been provided to Holders and prior to the effective date of the Registration Statement filed in connection with such Registration, the Issuer shall determine for any reason not to Register or to delay Registration of such securities, the Issuer shall give written notice of such determination to each Holder of Registrable Securities and/or (B) at any time after the Piggyback Notice has been provided to Holders and prior to the consummation of the Marketed Underwritten Shelf Take-Down, the Sponsor Demand Holder requesting such Marketed Underwritten Shelf Take-Down shall determine for any reason not to proceed with such Marketed Underwritten Shelf Take-Down or to delay such Marketed Underwritten Shelf Take-Down, such Sponsor Demand Holder shall so notify the Issuer, and the Issuer shall give written notice of such determination to each Holder of Registrable Securities, and, in each of the case of the foregoing clauses (A) and/or (B), thereupon, (i) (x) in the case of a determination not to Register, the Issuer shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders of Registrable Securities entitled to request that such Registration be effected as a Demand Registration under Section 6.1, and (y) in the case of a determination not to proceed with such Marketed Underwritten Shelf Take-Down, each of the Sponsor Demand Holder requesting such Marketed Underwritten Shelf Take-Down and the Issuer shall be relieved of its obligation to effect any such Shelf Take-Down of any Registrable Securities in connection with such Marketed Underwritten Shelf Take-Down (but the Issuer shall not be relieved from its obligation to pay the Registration Expenses in connection therewith), and (ii) (x) in the case of a determination to delay Registering, in the absence of a request for a Demand Registration, the Issuer shall be permitted to delay Registering any Registrable Securities, for the same period as the delay in Registering such other securities, and (y) in the case of a determination to delay such Marketed Underwritten Shelf Take-Down, in the absence of a request for a Demand Registration by any other Holder contractually entitled to such rights, each of the Sponsor Demand Holder requesting such Marketed Underwritten Shelf Take-Down and the Issuer shall be permitted to delay such Marketed Underwritten Shelf Take-Down, for the same period as the delay in effecting the Shelf Take-Down of such other securities included in such applicable Marketed Underwritten Shelf Take-Down. Subject to Section 6.3(b) and the H&F Priority Sell-Down, if the offering pursuant to such Registration Statement is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 6.3(a) must, and the Issuer shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such Underwritten Offering. Subject to Section 6.3(b) and the H&F Priority Sell-Down, if the offering pursuant to such Registration Statement is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 6.3(a) must, and the Issuer shall make such arrangements so that each such Holder may, participate in such offering on such basis. Any Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest in the total rights and obligations under this Contract be offered to either itself withdraw all or a limited liability company to be designated by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA part of its first discovery request for inclusion of Petroleum its Registrable Securities in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR a Piggyback Registration by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Issuer of PERTAMINA's registered letter referred its request to withdraw; provided, that such request must be made in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy writing prior to the effectiveness of this Contract and a draft Operating Agreement embodying such Registration Statement or the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles consummation of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR Marketed Underwritten Shelf Take-Down, as the case may be. Notwithstanding anything herein to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by itcontrary, in the currency no event shall any Holder or any other Person have any rights to Piggyback Registration in which the relevant costs have been financed; or 16.7.2 by way respect of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Areaany Non-Marketed Underwritten Shelf Take-Down. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA In the event the Registrable Securities may not be disposed of without restriction pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act, if the Partnership proposes to file (i) a prospectus supplement to an existing or future effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01(a) of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with an Underwritten Offering, the Partnership shall give notice (which may include, without limitation, notification by electronic mail) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, holds in the aggregate at least $20.0 million of the then-outstanding Registrable Securities (based on the Common Unit Price) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that (i) the Partnership shall not be required to provide such opportunity to any such Holder that does not offer a minimum of $20.0 million of Registrable Securities (based on the Common Unit Price), or (ii) if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof. Each such Holder described in the proviso of the immediately preceding sentence shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from such a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one Partnership of such withdrawal at or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (1an “Opt-Out Notice”) month after to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of PERTAMINA's registered letter referred an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in clause 16.2Underwritten Offerings by the Partnership pursuant to this Section 2.02(a). CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles Each of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant Holders on Schedule A hereto who has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant indicated it is delivering an Opt-Out Notice shall be deemed to have acquired the undivided interest on delivered an Opt-Out Notice as of the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2hereof. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA Except as provided in Section 2.02(b), if at any time during the Effectiveness Period, Parent proposes to file (i) a shelf registration statement other than the Shelf Registration Statement (in which event Parent covenants and agrees to include thereon a description of the transaction under which the Holders acquired the Registrable Securities), (ii) a prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement contemplated by Section 2.01(a) of this Agreement, , or (iii) a registration statement, other than a shelf registration statement, in the case of each of clause (i), (ii) or (iii), for the sale of Class A Common Stock in an Underwritten Offering or Overnight Underwritten Offering for its own account and/or the account of another Person, then as soon as practicable but not less than ten Business Days (or one Business Day in the case of an Overnight Underwritten Offering) prior to the filing of (A) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (B) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (C) such registration statement (other than a Shelf Registration Statement), as the case may be (an “Underwritten Offering Filing”), then Parent shall give notice (including, but not limited to, notification by email) of such proposed Underwritten Offering (a “Piggyback Offering”) to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of shares of Class A Common Stock (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if Parent has been advised by the Managing Underwriter(s) in writing that the inclusion of Registrable Securities for sale for the benefit of the Selling Holders will have a material adverse effect on the price, timing or distribution of the Class A Common Stock in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Selling Holders shall be determined based on the provisions of Section 2.02(c) of this Agreement. The notice required to be provided in this Section 2.02(a) to each Holder (the “Piggyback Notice”) shall be provided on a Business Day pursuant to Section 3.01 hereof. Each Holder shall then have five Business Days (or one Business Day in the case of an Overnight Underwritten Offering) after the date on which the Holders received the Piggyback Notice to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Parent shall determine for any reason not to undertake or to delay such Underwritten Offering, Parent may, at its election, give written notice of such determination to the Selling Holders and (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered any Underwritten Offering, Overnight Underwritten Offering or Piggyback Offering by giving written notice to either itself or a limited liability company to be designated by PERTAMINA the shareholders Parent of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer such offering. Notwithstanding the Indonesian Participant foregoing, any Holder may deliver written notice (an “Opt-Out Notice”) to Parent requesting that such Holder not receive notice from Parent of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder, Parent shall state whether it wishes not deliver any notice to reimburse in cash such Holder pursuant to this Section 2.02(a), unless such Opt-Out Notice is revoked by such Holder. Notwithstanding anything contained herein to the contrary, Parent hereby agrees that (i) any shelf registration statement which includes Registrable Securities pursuant to this Section 2.02(a) shall contain all language (including on the prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by Bighorn to allow for a Member Distribution and (ii) Parent shall, at the reasonable request of Bighorn seeking to effect a Member Distribution, file any prospectus supplement or out of production post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the manner indicated under clauses 16.7ol and 16.7.2initial registration statement, or revise such language if deemed reasonably necessary by Bighorn to effect such Member Distribution.

Participation. 16.1 PERTAMINA So long as a Holder has Registrable Securities, if the Partnership proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01(a), (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Partnership, other than a Registration Statement contemplated by Section 2.01(a) and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account or that of another Person, or both, then promptly following the selection of the Managing Underwriter for such Underwritten Offering, the Partnership shall give notice of such Underwritten Offering to each Holder (together with its Affiliates) holding at least the Piggyback Threshold Amount of the then-outstanding Registrable Securities (calculated based on the Common Unit Price) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that (A) the Partnership shall not be required to provide such opportunity to any such Holder that does not offer a minimum of the Piggyback Threshold Amount of Registrable Securities (based on the Common Unit Price), and (B) if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holder. Each such Holder shall then have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one Partnership of such withdrawal at or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (1an “Opt-Out Notice”) month after to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of PERTAMINA's registered letter referred an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" deliver any notice to such Holder pursuant to this Contract. 16.4 The offer Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by CONTRACTOR the Partnership pursuant to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant 2.02(a). [The Holders indicated on Schedule A hereto as having opted out shall each be deemed to have acquired the undivided interest on delivered an Opt-Out Notice as of the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2hereof. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.]

Participation. 16.1 PERTAMINA If at any time CEI proposes to file (i) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01 of this Agreement, or (ii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Stock in an Underwritten Offering for its own account, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then CEI shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if CEI has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then the amount of Registrable Securities to be offered for the account of Holders shall be determined based on the provisions of Section 2.02(b) of this Agreement. The notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof, and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal,” “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, CEI shall determine for any reason not to undertake or to delay such Underwritten Offering, CEI may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered such offering by giving written notice to either itself or a limited liability company to be designated by PERTAMINA the shareholders CEI of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer such offering. No Holder shall be entitled to participate in any such Underwritten Offering under this Section 2.02(a) unless such Holder (together with any Affiliate of such Holder) participating therein held at least $10,000,000 of Common Stock as of the Indonesian Participant shall state whether it wishes Closing Date, based on a valuation price of $0.7164 per share of Common Stock. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to reimburse in cash or out CEI requesting that such Holder not receive notice from CEI of production in the manner indicated under clauses 16.7ol and 16.7.2any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such notice.

Participation. 16.1 PERTAMINA shall have If the right Company proposes to demand from CONTRACTOR that file (A) a ten percent registration statement under the Securities Act providing for the public offering of Common Stock, for its own account or for the account of a selling stockholder, for sale to the public in an Underwritten Offering, excluding a registration statement on Form S-4 or Form S-8 promulgated under the Securities Act (10%or any successor forms thereto), a registration statement for the sale of Common Stock issued upon conversion of debt securities or any other form not available for registering the Registrable Securities for sale to the public, or (B) undivided interest a prospectus supplement to an effective Shelf Registration Statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Registrable Securities were previously included in the total rights underlying Shelf Registration Statement, then, in each case with respect to an Underwritten Offering of Common Stock, the Company will notify each Holder of the proposed filing and obligations under this Contract afford each Holder an opportunity to include in such Underwritten Offering all or any part of the Registrable Securities then held by such Holder (the “Included Registrable Securities”) that may properly be offered on such registration statement (a “Piggyback Registration”). Each Holder of Registrable Securities agrees that the fact that such a notice has been delivered shall constitute confidential information and such Holder agrees not to either itself disclose that such notice has been delivered or a limited liability company to be designated by PERTAMINA effect any public sale or distribution of Common Stock until the shareholders earlier of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3i) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For that the acquisition of a ten percent applicable registration statement or prospectus supplement has been filed with the Commission and (10%ii) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months 20 days after the date of its acceptance such notice. Each Holder desiring to include in such Piggyback Registration all or part of CONTRACTOR's offer referred such Registrable Securities held by such Holder that may be included in such Piggyback Registration shall, within three Business Days after receipt of the above-described notice from the Company in the case of a filing of a registration statement and within two Business Days after the day of receipt of the above-described notice from the Company in the case of a filing of a prospectus supplement to an effective Shelf Registration Statement with respect to a Piggyback Registration, so notify the Company in clause 16.3.writing, and in such notice shall inform the Company of the number of shares of Registrable Securities such Holder wishes to CONTRACTOR's account include in such Piggyback Registration and provide the Company with such information with respect to such Holder as shall be reasonably necessary in order to assure compliance with federal and applicable state securities Laws. If no request for inclusion from a banking institution Holder is received within the time period specified in this Section 2.2(a), such Holder shall have no further right to participate in such Piggyback Registration. For the avoidance of doubt, the Company shall not be required to register any Registrable Securities upon the request of any Holder pursuant to a Piggyback Registration, or to permit the related prospectus or prospectus supplement to be designated by itused, in connection with any offering or transfer of Registrable Securities by a Holder other than pursuant to an Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the currency closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and (x) in which the relevant costs have been financed; or 16.7.2 by way case of a "payment out determination not to undertake such Underwritten Offering, shall be relieved of production" of fifty percent its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (50%y) of the Indonesian Participant's production entitlements under this Contract valued in the manner case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as described the delay in Section VII of this Contract, equal in total the Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to one hundred fifty percent (150%) of the said amount and commencing as Company requesting that such Holder not receive notice from the first sale Company of Petroleum produced any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.2(a) and saved from such Holder shall no longer be entitled to participate in Underwritten Offerings by the Contract AreaCompany pursuant to this Section 2.2(a). 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If SpinCo proposes to file a Registration Statement under the Securities Act with respect to any offering of SpinCo Common Stock or other equity securities of SpinCo for its own account and/or for the account of any other Persons (other than a Registration (i) under Section 2.1 hereof, (ii) pursuant to a Registration Statement on Form S-8 or Form S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act, (iii) pursuant to any form that does not include substantially the same information as would be required to be included in a Registration Statement covering the Sale of Registrable Securities, (iv) in connection with any dividend reinvestment or similar plan, (v) for the sole purpose of offering securities to another entity or its security holders in connection with the acquisition of assets or securities of such entity or any similar transaction or (vi) in which the only SpinCo Common Stock being Registered is SpinCo Common Stock issuable upon conversion of debt securities that are also being Registered) (a “SpinCo Public Sale”), then, as soon as practicable (but in no event less than fifteen (15) days prior to the proposed date of filing such Registration Statement), SpinCo shall have give written notice of such proposed filing to each Holder, and such notice shall offer such Holders the right opportunity to demand from CONTRACTOR Register under such Registration Statement such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Subject to Section 2.2(a) and Section 2.2(c), SpinCo shall include in such Registration Statement all such Registrable Securities that a are requested to be included therein within ten percent (10%) undivided interest days after the receipt of any such notice; provided, however, that if, at any time after giving written notice of its intention to Register any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, SpinCo shall determine for any reason not to Register or to delay Registration of such securities, SpinCo shall give written notice of such determination to each such Holder and, thereupon, (i) in the total case of a determination not to Register, shall be relieved of its obligation to Register any Registrable Securities in connection with such Registration, without prejudice, however, to the rights of any Holder to request that such Registration be effected as a Demand Registration under Section 2.1, and obligations (ii) in the case of a determination to delay Registration, shall be permitted to delay Registering any Registrable Securities for the same period as the delay in Registering such other shares of SpinCo Common Stock. No Registration effected under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders of which Section 2.2 shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA relieve SpinCo of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known obligation to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) monthseffect any Demand Registration under Section 2.1. If the Indonesian Participant has not accepted this offer by registered letter offering pursuant to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred a Registration Statement pursuant to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution 2.2 is to be designated by itan Underwritten Offering, in the currency in which the relevant costs have been financed; or 16.7.2 by way of then each Holder making a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total request for a Piggyback Registration pursuant to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.this

Participation. 16.1 PERTAMINA So long as a Holder has Registrable Securities, if the Partnership proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01(a), (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Partnership, other than a Registration Statement contemplated by Section 2.01(a) and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account or that of another Person, or both, then promptly following the selection of the Managing Underwriter for such Underwritten Offering, the Partnership shall give notice of such Underwritten Offering to each Holder (together with its Affiliates) holding at least the Piggyback Threshold Amount of the then-outstanding Registrable Securities (calculated based on the Common Unit Price) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that (A) the Partnership shall not be required to provide such opportunity to any such Holder that does not offer a minimum of the Piggyback Threshold Amount of Registrable Securities (based on the Common Unit Price), and (B) if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holder. Each such Holder shall then have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Partnership of PERTAMINA's registered letter referred such withdrawal at or prior to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance pricing of CONTRACTOR's offer such Underwritten Offering. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Indonesian Participant Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall state whether it wishes not be required to reimburse deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in cash or out of production in Underwritten Offerings by the manner indicated under clauses 16.7ol and 16.7.2Partnership pursuant to this Section 2.02(a).

Participation. 16.1 PERTAMINA If at any time Linn proposes to file (i) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01 of this Agreement, or (ii) a registration statement, other than a shelf registration statement, in either case, for the sale of Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then Linn shall give notice of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if Linn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) of this Agreement. The notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Linn shall determine for any reason not to undertake or to delay such Underwritten Offering, Linn may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered such offering by giving written notice to either itself or a limited liability company to be designated by PERTAMINA the shareholders Linn of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer such offering. Each Holder’s rights under this Section 2.02(a) shall terminate when such Holder (together with any Affiliates of such Holder) holds less than $15,000,000 of Purchased Class B Units (or Units issued upon conversion of the Indonesian Participant shall state whether it wishes Class B Units) and Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to reimburse in cash or out Linn requesting that such Holder not receive notice from Linn of production in the manner indicated under clauses 16.7ol and 16.7.2any proposed Underwritten Offering; provided, that such Holder may later revoke any such notice.

Participation. 16.1 PERTAMINA If at any time Atlas proposes to file (i) a shelf registration statement other than the Registration Statement (in which event Atlas covenants and agrees to include thereon a description of the transaction under which the Purchasers acquired the Registrable Securities), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01 of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then Atlas shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Common Units (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if Atlas has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) of this Agreement. The notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Atlas shall determine for any reason not to undertake or to delay such Underwritten Offering, Atlas may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to Atlas of such withdrawal up to and including the total time of pricing of such offering. Each Holder’s rights and obligations under this Contract be offered Section 2.02(a) shall terminate when such Holder (together with any Affiliates of such Holder) holds, directly or indirectly, including pursuant to either itself a total return swap or similar transaction, less than $[ ]million, in aggregate, of Registrable Securities, based on the Common Unit Price. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to Atlas requesting that such Holder not receive notice from Atlas of any proposed Underwritten Offering; provided, that such Holder may later revoke any such notice. Any Holder that owns Registrable Securities indirectly through a limited liability company total return swap or similar transaction at the time of receipt of notice of a proposed Underwritten Offering pursuant to be designated by PERTAMINA the shareholders of which this Section 2.02(a) shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred eligible to participate in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to an Underwritten Offering as set forth in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer2.02(a); provided, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contractthat, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification extent required under the Securities Act or other applicable law to PERTAMINA mentioned in clause 16.2permit such participation, ten percent (10%) of the compensation paid such Holder agrees to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal unwind such total return swap or similar transaction to the said amount by the Indonesian Participant within three (3) months after the date reasonable satisfaction of its acceptance Atlas in a manner to allow such Holder to sell any Registrable Securities subject to such total return swap or similar transaction in such Underwritten Offering, free and clear of CONTRACTOR's offer referred to in clause 16.3all liens, encumbrances, equities or claims., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If the Partnership proposes to file (i) a registration statement or (ii) a prospectus supplement to an effective Shelf Registration Statement and Holders may be included in the offering to which such prospectus supplement relates without the filing of a post-effective amendment to such Shelf Registration Statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with such Underwritten Offering, the Partnership shall give notice (which may be given by electronic mail) of such proposed Underwritten Offering to each Holder holding at least Registrable Securities (subject to adjustment in accordance with Section 3.04) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.03(b). Subject to Section 2.03(b), the Partnership shall include in such Underwritten Offering all included Registrable Securities with respect to which the Partnership has received requests within two (2) Business Days (or one (1) Business Day in connection with a “bought deal” or an “overnight” Underwritten Offering) after the Partnership’s notice has been delivered in accordance with Section 3.01. If no written request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Partnership of PERTAMINA's registered letter referred such withdrawal at or prior to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance pricing of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2such Underwritten Offering.

Participation. 16.1 PERTAMINA If at any time Linn proposes to file (i) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01 of this Agreement, or (ii) a registration statement, other than a shelf registration statement, in either case, for the sale of Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then Linn shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if Linn has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) of this Agreement. The notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Linn shall determine for any reason not to undertake or to delay such Underwritten Offering, Linn may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered such offering by giving written notice to either itself or a limited liability company to be designated by PERTAMINA the shareholders Linn of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer such offering. Each Holder’s rights under this Section 2.02(a) shall terminate when such Holder (together with any Affiliates of such Holder) holds less than $10,000,000 of Purchased Class C Units (or Units issued upon conversion of the Indonesian Participant shall state whether it wishes Class C Units) and Purchased Units, based on the Commitment Amounts. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to reimburse in cash or out Linn requesting that such Holder not receive notice from Linn of production in the manner indicated under clauses 16.7ol and 16.7.2any proposed Underwritten Offering; provided, that such Holder may later revoke any such notice.

Participation. 16.1 PERTAMINA So long as a holder has Registrable Securities, if the Partnership proposes to file (i) a shelf registration statement other than the Registration Statement contemplated by Section 2.01(a), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01(a) of this Agreement and Holders may be included in such Underwritten Offering without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with an Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $10.0 million of the then-outstanding Registrable Securities (calculated based on the Common Unit Price) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that (A) the Partnership shall not be required to provide such opportunity to any such Holder that does not offer a minimum of $5.0 million of Registrable Securities (based on the Common Unit Price), and (B) if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (i) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (ii) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by the Holder. Each such Holder shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one Partnership of such withdrawal at or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (1an “Opt-Out Notice”) month after to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of PERTAMINA's registered letter referred an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in clause 16.2. CONTRACTOR's letter shall be accompanied Underwritten Offerings by a copy of the Partnership pursuant to this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperateSection 2.02(a). The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant Holders indicated on Schedule A hereto as having opted out shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall each be deemed to have acquired the undivided interest on delivered an Opt-Out Notice as of the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2hereof. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA Except as provided in Section 2.02(b), if at any time during the Effectiveness Period, Ring Energy proposes to file (i) a shelf registration statement other than the Shelf Registration Statement (in which event Ring Energy covenants and agrees to include thereon a description of the transaction under which the Holders acquired the Registrable Securities), (ii) a prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement contemplated by Section 2.01(a), or (iii) a registration statement, other than a shelf registration statement, in the case of each of clause (i), (ii) or (iii), for the sale of Common Stock in an Underwritten Offering or Overnight Underwritten Offering for its own account and/or the account of another Person, then as soon as practicable but not less than ten Business Days (or two Business Days in the case of an Overnight Underwritten Offering) prior to the filing of (A) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (B) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (C) such registration statement (other than a Shelf Registration Statement), as the case may be (an “Underwritten Offering Filing”), Ring Energy shall give notice (including, but not limited to, notification by email) of such proposed Underwritten Offering (a “Piggyback Offering”) to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of shares of Common Stock (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if Ring Energy has been advised by the Managing Underwriter(s) in writing that the inclusion of Registrable Securities for sale for the benefit of the Selling Holders will have a material adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Selling Holders shall be determined based on the provisions of Section 2.02(c). The notice required to be provided in this Section 2.02(a) to each Holder (the “Piggyback Notice”) shall be provided on a Business Day pursuant to Section 3.01. Each Holder shall then have five Business Days (or two Business Days in the case of an Overnight Underwritten Offering) after the date on which the Holders received the Piggyback Notice to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Board shall determine for any reason not to undertake or to delay such Underwritten Offering, Ring Energy may, at its election, give written notice of such determination to the Selling Holders and (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered any Underwritten Offering, Overnight Underwritten Offering or Piggyback Offering by giving written notice to either itself or a limited liability company to be designated by PERTAMINA the shareholders Ring Energy of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer such offering. Notwithstanding the Indonesian Participant foregoing, any Holder may deliver written notice (an “Opt-Out Notice”) to Ring Energy requesting that such Holder not receive notice from Ring Energy of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder, Ring Energy shall state whether it wishes not deliver any notice to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2such Holder pursuant to this Section 2.02(a), unless such Opt-Out Notice is revoked by such Holder.

Participation. 16.1 PERTAMINA If the Partnership proposes to file (i) a shelf registration statement other than the Registration Statement contemplated by Section 2.01(a), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01(a) of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with an Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $10.0 million of the then-outstanding Registrable Securities (based on the Common Unit Price) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by the Holder. Each such Holder shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one Partnership of such withdrawal at or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (1an “Opt-Out Notice”) month after to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of PERTAMINA's registered letter referred an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in clause 16.2. CONTRACTOR's letter shall be accompanied Underwritten Offerings by a copy of the Partnership pursuant to this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperateSection 2.02(a). The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant Holders indicated on Schedule A hereto as having opted out shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall each be deemed to have acquired the undivided interest on delivered an Opt-Out Notice as of the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2hereof. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA The Company shall have promptly give written notice to all other Eligible Holders upon receipt of a request for a Demand Registration pursuant to Section 2(a) above. Such other Eligible Holders may, by written notice to the right Company and the Initiating Holder, within thirty (30) business days of the Company's notice, elect to demand from CONTRACTOR that join in a ten percent request for a Demand Registration pursuant to Section 2(a) above, with respect to any number of shares of Registrable Securities owned by such Eligible Holder. The Registrable Securities of the other Eligible Holders being offered in such Demand Registration shall be treated pari passu with the Registrable Securities being offered by the Initiating Holder for all purposes including "underwriter's cutbacks" under subsection (10%e) undivided interest in the total rights of this Section and obligations any such request by an Eligible Holder shall not be treated as either a request by such Eligible Holder for a Piggyback Registration under Section 3 or as a request by such Eligible Holder for a Demand Registration under this Contract be offered Section 2. The Company shall include in such Demand Registration such shares of Registrable Securities for which it has received written requests to either itself or a limited liability company to be designated by PERTAMINA register such shares within thirty (30) days after such written notice has been given, provided that all the shareholders of Registrable Securities for which the Initiating Holder and the other Eligible Holders have requested registration shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred covered by such registration statement before any other securities are included. In addition, the Company shall promptly give written notice to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after all eligible Holders upon receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective request for a period of six demand registration by any Person (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offersuch Person, the Indonesian Participant shall be deemed "Initiating Person") pursuant to have acquired any other registration rights agreement with the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent Company (10%) undivided interest in the total of the whether such other registration rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months agreement is entered into before or after the date hereof). Each Eligible Holder may, by written notice to the Company, within thirty (30) business days of its acceptance the Company's notice, elect to request a Demand Registration pursuant to Section 2(a) above, with respect to any shares of CONTRACTORRegistrable Securities owned by such Eligible Holder. The Registrable Securities of the Eligible Holders being offered in such Demand Registration shall be treated pari passu with the registrable securities being offered by the Initiating Person for all purposes including "underwriter's offer referred cutbacks" and any such request by an Eligible Holder shall not be treated as either a request by such Eligible Holder for a Piggyback Registration under Section 3 or as a request by such Eligible Holder for a Demand Registration under this Section 2. Further, the selection of the managing underwriter and the underwriters for the demand registration requested by the Initiating Person shall be subject to the approval of a majority in clause 16.3.interest of the Eligible Holders participating in any underwritten offering. The Company shall include in such demand registration such shares of Registrable Securities for which it has received written requests to register such shares within thirty (30) days after such written notice has been given, to CONTRACTOR's account with a banking institution to be designated by it, in provided that all the currency in Registrable Securities for which the relevant costs Initiating Person and the Eligible Holders have been financed; or 16.7.2 requested registration shall be covered by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Areasuch registration statement before any other securities are included. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If the Company at any time proposes to (i) register any equity securities for its own account for sale to the public in an Underwritten Offering or (ii) otherwise file any registration statement with the Commission relating to any Underwritten Offering of equity securities other than (x) a registration statement on Form S-8 (or any successor form) relating solely to employee benefit plans or (y) a registration statement on Form S-4 (or any successor form) relating solely to a Rule 145 transaction, then, as soon as practicable following the engagement of counsel to the Company to prepare the documents to be used in connection with an Underwritten Offering, the Company shall give notice of such proposed Underwritten Offering to the Holders, and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”). The notice required to be provided in this Section 2.2(a) to each of the Holders shall be provided on a Business Day pursuant to Section 3.1 hereof. Each such Holder shall then have fifteen (15) Business Days in the case of notice sent before the IPO has occurred, or ten (10) Business Days in the case of notice sent after the IPO has occurred, to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Company of PERTAMINA's registered letter referred such withdrawal prior to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance pricing of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2such offering.

Participation. 16.1 PERTAMINA If PAA at any time proposes to file a prospectus supplement to an effective shelf registration statement with respect to an Underwritten Offering of Common Units for its own account or to register any Common Units for its own account for sale to the public in an Underwritten Offering other than (x) a registration relating solely to employee benefit plans, (y) a registration relating solely to a Rule 145 transaction, or (z) a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities), then, as soon as practicable following the engagement of counsel to PAA to prepare the documents to be used in connection with an Underwritten Offering, PAA shall give notice of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities as each such Holder may request in writing (a "Piggyback Registration"); provided, however, that PAA shall not be required to offer such opportunity to Holders if PAA has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units. Subject to Section 2.02(b), PAA shall include in such Underwritten Offering all such Registrable Securities ("Included Registrable Securities") with respect to which PAA has received requests within three hours after PAA's notice has been delivered in accordance with Section 3.01. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, PAA shall determine for any reason not to undertake or to delay such Underwritten Offering, PAA may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder's request for inclusion of such Selling Holder's Registrable Securities in the total rights and obligations under this Contract be offered such offering by giving written notice to either itself or a limited liability company to be designated by PERTAMINA the shareholders PAA of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2such offering.

Participation. 16.1 PERTAMINA Commencing on the Anniversary Date, if Crosstex at any time proposes to file a prospectus supplement to an effective Shelf Registration Statement with respect to an Underwritten Offering of Common Units for its own account or to register any Common Units for its own account for sale to the public in an Underwritten Offering other than (x) a registration relating solely to employee benefit plans or (y) a registration relating solely to a Rule 145 transaction, then, as soon as practicable following the engagement of counsel to Crosstex to prepare the documents to be used in connection with an Underwritten Offering, Crosstex shall give notice of such proposed Underwritten Offering to the Holders, and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that Crosstex shall not be required to offer such opportunity to Holders if (i) the Holders do not offer a minimum of $5,000,000 of Registrable Securities and Senior Subordinated Units, in the aggregate, (determined by multiplying the number of Registrable Securities and Senior Subordinated Units owned by the average of the closing price for Common Units for the ten (10) trading days preceding the date of such notice) or (ii) Crosstex has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units by Crosstex. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by Holder. Holder shall then have two (2) Business Days to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Crosstex shall determine for any reason not to undertake or to delay such Underwritten Offering, Crosstex may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to Crosstex of such withdrawal up to and including the time of pricing of such offering. No Holders shall be entitled to participate in any such Underwritten Offering under this Section 2.2(a) unless such Holder (together with any Affiliate that is a Selling Holder) participating therein holds at least fifteen million ($15,000,000) of Registrable Securities and Senior Subordinated Units, in the aggregate, (determined by multiplying the number of Registrable Securities and Senior Subordinated Units owned by the average of the closing price for Common Units for the ten percent (10%) undivided interest in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on trading days preceding the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2such notice). 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If the Company proposes to file, whether for its own account or for the account of the Holders, any registration statement in connection with the sale of shares of its common stock (“Common Stock”) in a Qualified PO (a “Piggyback Registration Statement”), then the Company shall have give written notice (a “Piggyback Notice”) to each Holder regarding such proposed registration, and such notice shall offer such Holders a reasonable opportunity to include in such Piggyback Registration Statement, prior to the right effectiveness of such Piggyback Registration Statement, such number of Registrable Securities as each such Holder may request, subject to demand from CONTRACTOR that a ten percent (10%) undivided interest the limitations set forth in this paragraph. Each Piggyback Notice shall specify the total rights and obligations under this Contract be offered to either itself or a limited liability company number of shares of Common Stock proposed to be designated by PERTAMINA registered, an indication of the shareholders expected timing of which shall be Indonesian Nationals the Qualified PO, the proposed means of distribution and the proposed Managing Underwriters (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3if any and if known) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter and shall be accompanied by a copy Notice and Questionnaire. Each such Holder (a “Participating Holder”) shall make such request in writing to the Company within ten (10) days after the receipt of any such Piggyback Notice, which request shall specify the number of Registrable Securities intended to be disposed of by such Holder (which may be expressed as a percentage of the Registrable Securities such Holder will possess on the Conversion Date upon the conversion of such Holder’s Notes into Conversion Shares in accordance with and pursuant to the Indenture) (such number of shares, the “Participation Amount”) and shall be accompanied by a fully completed and executed Notice and Questionnaire, and, subject to the terms and conditions of this Contract Agreement, the Company shall use its reasonable best efforts to include in such Piggyback Registration Statement all such Registrable Securities held by such Holders; provided, that if, at any time after giving written notice of its intention to register Common Stock and a draft Operating Agreement embodying prior to the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles effective date of the draft Operating Agreement are contained registration statement filed in Exhibit "D" connection with such registration, the Company shall determine for any reason not to this Contract. 16.4 The offer by CONTRACTOR register such Common Stock, the Company may, at its election, give written notice of such determination within five Business Days thereof to each Holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such registration (but shall nevertheless pay the registration expenses set forth in Section 5 in connection therewith), without prejudice, however, to the Indonesian Participant shall rights of the Holders of Registrable Securities that a registration be effective for a period of six (6) months. If effected under Section 3 hereof; provided further, that, subject to the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offerimmediately preceding proviso, the Indonesian Participant shall aggregate number of Conversion Shares to be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest sold in the total of Qualified PO by each Participating Holder shall not exceed 36% (the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%“Participation Limit”) of the sum total number of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this ContractConversion Shares held by such Participating Holder. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA Except as provided in Section 2.02(b), if at any time during the Effectiveness Period, Parent proposes to file (i) a shelf registration statement other than the Shelf Registration Statement (in which event Parent covenants and agrees to include thereon a description of the transaction under which the Holders acquired the Registrable Securities), (ii) a prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement contemplated by Section 2.01(a) of this Agreement, and Holders could be included without the filing of a post-effective amendment thereto (other than a post-effective amendment that is immediately effective), or (iii) a registration statement, other than a shelf registration statement, in the case of each of clause (i), (ii) or (iii), for the sale of Class A Common Stock in an Underwritten Offering or Overnight Underwritten Offering for its own account and/or the account of another Person, then as soon as practicable but not less than ten Business Days (or one Business Day in the case of an Overnight Underwritten Offering) prior to the filing of (A) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (B) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (C) such registration statement (other than a Shelf Registration Statement), as the case may be (an “Underwritten Offering Filing”), then Parent shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering (a “Piggyback Offering”) to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of shares of Class A Common Stock (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if Parent has been advised by the Managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Selling Holders will have a material adverse effect on the price, timing or distribution of the Class A Common Stock in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Selling Holders shall be determined based on the provisions of Section 2.02(c) of this Agreement. The notice required to be provided in this Section 2.02(a) to each Holder (the “Piggyback Notice”) shall be provided on a Business Day pursuant to Section 3.01 hereof. Each Holder shall then have five Business Days (or one Business Day in the case of an Overnight Underwritten Offering) after the date on which the Holders received the Piggyback Notice to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Parent shall determine for any reason not to undertake or to delay such Underwritten Offering, Parent may, at its election, give written notice of such determination to the Selling Holders and (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered any Underwritten Offering, Overnight Underwritten Offering or Piggyback Offering by giving written notice to either itself or a limited liability company to be designated by PERTAMINA the shareholders Parent of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer such offering. Notwithstanding the Indonesian Participant foregoing, any Holder may deliver written notice (an “Opt-Out Notice”) to Parent requesting that such Holder not receive notice from Parent of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder, Parent shall state whether it wishes not deliver any notice to reimburse in cash such Holder pursuant to this Section 2.02(a), unless such Opt-Out Notice is revoked by such Holder. Notwithstanding anything contained herein to the contrary, Parent hereby agrees that (i) any shelf registration statement which includes Registrable Securities pursuant to this Section 2.02(a) shall contain all language (including on the prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by a Foreland Stockholder to allow for a Member Distribution and (ii) Parent shall, at the reasonable request of the Foreland Stockholder seeking to effect a Member Distribution, file any prospectus supplement or out of production post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the manner indicated under clauses 16.7ol and 16.7.2initial registration statement, or revise such language if deemed reasonably necessary by such Foreland Stockholder to effect such Member Distribution.

Participation. 16.1 PERTAMINA If Inergy at any time proposes to file a prospectus supplement to an effective Shelf Registration Statement with respect to an Underwritten Offering of Common Units for its own account or to register any Common Units for its own account for sale to the public in an Underwritten Offering other than (x) a registration relating solely to employee benefit plans, (y) a registration relating solely to a Rule 145 transaction, or (z) a registration on any registration form which does not permit secondary sales, does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities or would require that Inergy effectuate a post-effective amendment to such registration statement to permit such Registrable Securities to be covered by the registration statement, then, as soon as practicable following the engagement of counsel to Inergy to prepare the documents to be used in connection with an Underwritten Offering, Inergy shall give notice of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that Inergy shall not be required to offer such opportunity to Holders if Inergy has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by Holder. Holder shall then have twenty-four hours to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Inergy shall determine for any reason not to undertake or to delay such Underwritten Offering, Inergy may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered such offering by giving written notice to either itself or a limited liability company to be designated by PERTAMINA the shareholders Inergy of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer such offering. Each Holder’s rights under this Section 2.2(a) shall terminate: (i) if the Indonesian Participant Purchaser acquired less than $25,000,000 of Purchased Units pursuant to the Purchase Agreement, when such Holder holds less than seven million ($7,000,000) of Registrable Securities; or (ii) if the Purchaser acquired $25,000,0000 or more of Purchased Units pursuant to the Purchase Agreement, when such Holder holds less than seven million ($7,000,000) of Registrable Securities (unless ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ MLP Investment Company under a contemporaneous Registration Rights Agreement exercises piggyback registration rights, in which case the Holders hereunder shall state whether it wishes continue to reimburse in cash or out of production in be able to exercise the manner indicated under clauses 16.7ol and 16.7.2rights granted pursuant to this Section 2.2).

Participation. 16.1 PERTAMINA After the Purchased Units have converted into Common Units if Crosstex at any time proposes to file a prospectus supplement to an effective Shelf Registration Statement with respect to an Underwritten Offering of Common Units for its own account or to register any Common Units for its own account for sale to the public in an Underwritten Offering other than (x) a registration relating solely to employee benefit plans, (y) a registration relating solely to a Rule 145 transaction, or (z) a registration on any registration form which does not permit secondary sales, does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities or would require that Crosstex effectuate a post-effective amendment to such registration statement to permit such Registrable Securities to be covered by the registration statement, then, as soon as practicable following the engagement of counsel to Crosstex to prepare the documents to be used in connection with an Underwritten Offering, Crosstex shall give notice of such proposed Underwritten Offering to the Holders, and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that Crosstex shall not be required to offer such opportunity to Holders if (i) the Holders do not offer a minimum of $5,000,000 of Purchased Units (determined by multiplying the number of Purchased Units offered by the average of the closing price for Common Units for the ten (10) trading days preceding the date of such notice) or (ii) Crosstex has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by Holder. Holder shall then have two business days to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Crosstex shall determine for any reason not to undertake or to delay such Underwritten Offering, Crosstex may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to Crosstex of such withdrawal up to and including the time of pricing of such offering. No Holders shall be entitled to participate in any such Underwritten Offering under this Section 2.2(a) unless all Holders participating therein hold at least fifteen million ($15,000,000) of Purchased Units (determined by multiplying the number of Purchased Units offered by the average of the closing price for Common Units for the ten percent (10%) undivided interest in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on trading days preceding the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2such notice). 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA Commencing on the Anniversary Date, if Crosstex at any time proposes to file a prospectus supplement to an effective Shelf Registration Statement with respect to an Underwritten Offering of Common Units for its own account or to register any Common Units for its own account for sale to the public in an Underwritten Offering other than (x) a registration relating solely to employee benefit plans or (y) a registration relating solely to a Rule 145 transaction, then, as soon as practicable following the engagement of counsel to Crosstex to prepare the documents to be used in connection with an Underwritten Offering, Crosstex shall give notice of such proposed Underwritten Offering to the Holders, and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the "Included Registrable Securities") as each such Holder may request in writing (a "Piggyback Registration"); provided, however, that Crosstex shall not be required to offer such opportunity to Holders if (i) the Holders do not offer a minimum of $5,000,000 of Registrable Securities and Senior Subordinated Units, in the aggregate, (determined by multiplying the number of Registrable Securities and Senior Subordinated Units owned by the average of the closing price for Common Units for the ten (10) trading days preceding the date of such notice) or (ii) Crosstex has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units by Crosstex. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by Holder. Holder shall then have two (2) Business Days to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Crosstex shall determine for any reason not to undertake or to delay such Underwritten Offering, Crosstex may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR withdraw such Selling Holder's request for inclusion of such Selling Holder's Registrable Securities in such offering by giving written notice to Crosstex of such withdrawal up to and including the time of pricing of such offering. No Holders shall be entitled to participate in any such Underwritten Offering under this Section 2.2(a) unless such Holder (together with any Affiliate that is a Selling Holder) participating therein holds at least fifteen million ($15,000,000) of Registrable Securities and Senior Subordinated Units, in the aggregate, (determined by multiplying the number of Registrable Securities and Senior Subordinated Units owned by the average of the closing price for Common Units for the ten percent (10%) undivided interest in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on trading days preceding the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2such notice). 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If at any time Crosstex proposes to file at any time prior to the Eighth Anniversary Date and (i) at a time when Crosstex is not a WKSI, a registration statement and such Holder has not previously included its Registrable Securities in a Shelf Registration Statement that is currently effective, or (ii) at a time when Crosstex is a WKSI, a prospectus supplement to an automatic shelf registration statement that became effective under Rule 462(e) under the Securities Act, other than a Shelf Registration Statement contemplated by Section 2.1, or a registration statement, other than a Shelf Registration Statement, in the case of clause (i) or (ii), for the sale of Common Stock in an Underwritten Offering for its own account and/or the account of another Person, then, as soon as practicable following the engagement of counsel to Crosstex to prepare the documents to be used in connection with an Underwritten Offering, Crosstex shall give notice of such proposed Underwritten Offering to the Holders as soon as practicable but not less than three Business Days following such engagement of counsel by Crosstex, and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that Crosstex shall not be required to offer such opportunity to Holders if the Holders do not offer a minimum of $5,000,000 of Registrable Securities in the aggregate (determined by multiplying the number of Registrable Securities owned by the average of the closing price on NASDAQ for Common Stock for the ten (10) trading days DAL02:628488 HOU:3306511.3 preceding the date of such notice). The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and confirmation of receipt of such notice shall be requested in the notice. Each Holder shall then have two (2) Business Days after its receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Crosstex shall determine for any reason not to undertake or to delay such Underwritten Offering, Crosstex may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Crosstex of such withdrawal at least one Business Day prior to the time of pricing of such offering. No Holder shall be entitled to participate in any such Underwritten Offering under this Section 2.2(a) unless such Holder (together with any Affiliates that a are Selling Holders) participating therein holds at least fifteen million dollars ($15,000,000) of Registrable Securities, in the aggregate, (determined by multiplying the number of Registrable Securities owned by the average of the closing price for Common Stock for the ten percent (10%) undivided interest in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on trading days preceding the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2such notice). 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA Except as provided in Section 2.02(b), if at any time during the Effectiveness Period, Parent proposes to file (i) a shelf registration statement other than the Shelf Registration Statement (in which event Parent covenants and agrees to include thereon a description of the transaction under which the Holders acquired the Registrable Securities), (ii) a prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement contemplated by Section 2.01(a) of this Agreement, and Holders could be included without the filing of a post-effective amendment thereto (other than a post-effective amendment that is immediately effective), or (iii) a registration statement, other than a shelf registration statement, in the case of each of clause (i), (ii) or (iii), for the sale of Class A Common Stock in an Underwritten Offering or Overnight Underwritten Offering for its own account and/or the account of another Person, then as soon as practicable but not less than ten Business Days (or one Business Day in the case of an Overnight Underwritten Offering) prior to the filing of (A) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (B) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (C) such registration statement (other than a Shelf Registration Statement), as the case may be (an “Underwritten Offering Filing”), then Parent shall give notice (including, but not limited to, notification by email) of such proposed Underwritten Offering (a “Piggyback Offering”) to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of shares of Class A Common Stock (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if Parent has been advised by the Managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Selling Holders will have a material adverse effect on the price, timing or distribution of the Class A Common Stock in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Selling Holders shall be determined based on the provisions of Section 2.02(c) of this Agreement. The notice required to be provided in this Section 2.02(a) to each Holder (the “Piggyback Notice”) shall be provided on a Business Day pursuant to Section 3.01 hereof. Each Holder shall then have five Business Days (or one Business Day in the case of an Overnight Underwritten Offering) after the date on which the Holders received the Piggyback Notice to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Board shall determine for any reason not to undertake or to delay such Underwritten Offering, Parent may, at its election, give written notice of such determination to the Selling Holders and (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered any Underwritten Offering, Overnight Underwritten Offering or Piggyback Offering by giving written notice to either itself or a limited liability company to be designated by PERTAMINA the shareholders Parent of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer such offering. Notwithstanding the Indonesian Participant foregoing, any Holder may deliver written notice (an “Opt-Out Notice”) to Parent requesting that such Holder not receive notice from Parent of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder, Parent shall state whether it wishes not deliver any notice to reimburse in cash such Holder pursuant to this Section 2.02(a), unless such Opt-Out Notice is revoked by such Holder. Notwithstanding anything contained herein to the contrary, Parent hereby agrees that (i) any shelf registration statement which includes Registrable Securities pursuant to this Section 2.02(a) shall contain all language (including on the prospectus cover sheet, the principal stockholders’ table and the plan of distribution) as may be reasonably requested by such Holder to allow for a Member Distribution and (ii) Parent shall, at the reasonable request of the Holder seeking to effect a Member Distribution, file any prospectus supplement or out of production post-effective amendments and otherwise take any action reasonably necessary to include such language, if such language was not included in the manner indicated under clauses 16.7ol and 16.7.2initial registration statement, or revise such language if deemed reasonably necessary by such Holder to effect such Member Distribution.

Participation. 16.1 PERTAMINA If at any time during the Effectiveness Period, the Company proposes to file (including as a result of the exercise of registration rights by a holder other than a Holder) (i) a shelf registration statement other than the Shelf Registration Statement, (ii) a prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement, and Holders could be included without the filing of a post-effective amendment thereto (other than a post-effective amendment that is immediately effective), or (iii) a registration statement, other than a shelf registration statement, in the case of each of clause (i), (ii) or (iii), for the sale of shares of Common Stock in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than five Business Days (or one Business Day in the case of an Overnight Underwritten Offering or similar “bought deal”) prior to the filing of (A) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (B) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (C) such registration statement, as the case may be (an “Underwritten Offering Filing”), the Company shall give written notice of such proposed Underwritten Offering (a “Piggyback Offering”) to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of shares of Common Stock (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Company has been advised by the Managing Underwriter in writing that the inclusion of Registrable Securities for sale for the benefit of the Selling Holders is likely to have a material adverse effect on the price, timing or distribution of the shares of Common Stock in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Selling Holders shall be determined based on the provisions of Section 2.02(b). The notice required to be provided in this Section 2.02(a) to the Holders (the “Piggyback Notice”) shall be provided on a Business Day pursuant to Section 3.01. Each Holder shall then have three Business Days (or one Business Day in the case of an Overnight Underwritten Offering or similar “bought deal”) after the date on which the Holders received the Piggyback Notice to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing thereof, the Board of Directors shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Company of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2such Underwritten Offering.

Participation. 16.1 PERTAMINA If at any time CEI proposes to file (i) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01 of this Agreement, or (ii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Stock in an Underwritten Offering for its own account, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then CEI shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if CEI has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then the amount of Registrable Securities to be offered for the account of Holders shall be determined based on the provisions of Section 2.02(b) of this Agreement. The notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal,” “registered direct offering” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, CEI shall determine for any reason not to undertake or to delay such Underwritten Offering, CEI may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered such offering by giving written notice to either itself or a limited liability company to be designated by PERTAMINA the shareholders CEI of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer such offering. No Holder shall be entitled to participate in any such Underwritten Offering under this Section 2.02(a) unless such Holder (together with any Affiliate of such Holder) participating therein held at least $10,000,000 of Common Stock as of the Indonesian Participant shall state whether it wishes Closing Date, based on a valuation price of $0.7164 per share of Common Stock. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to reimburse in cash or out CEI requesting that such Holder not receive notice from CEI of production in the manner indicated under clauses 16.7ol and 16.7.2any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such notice.

Participation. 16.1 PERTAMINA (a) Except for Exempt Issuances (as defined below), any issuance by GSL after the Closing of any Voting Stock (or grant any rights, warrants or options to purchase, acquire or otherwise obtain Voting Stock or securities convertible into Voting Stock) or other equity securities to any Person shall require the unanimous consent of the GSL Board unless GSL shall give each Eligible Holder written notice of such issuance (other than an Exempt Issuance) (a “Participation Notice”) describing the material terms and conditions of the proposed issuance (the “Participation Issuance”), which Participation Notice shall be delivered to all Eligible Holders within ten (10) Business Days (or such shorter period as may be specified by GSL given the manner in which such issuance is being structured). The Participation Issuance shall include an offer by GSL to sell to each Eligible Holder, their respective pro rata portion of such securities (based upon such Eligible Holder’s respective percentage ownership of the voting power of all of the Voting Stock (determined on an as-converted basis, including with respect to the Series C Preferred Stock) outstanding at such time attributable to the Voting Stock (on an as-converted basis) held by such Eligible Holder, which, for purposes of such calculation, shall include shares of Voting Stock held by Affiliates of such Eligible Holder, at such time (determined on an as-converted basis, including with respect to the Series C Preferred Stock)). Each Eligible Holder, upon receipt of a Participation Notice, shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest Business Days (or, such shorter period (which shall be no less than two (2) Business Days following such Eligible Holder’s receipt of a Participation Notice) as shall be specified in the total Participation Notice given the manner in which such issuance is being structured) to indicate in writing whether it accepts the offer to participate in such issuance, setting forth the number of offered securities it wishes to purchase (up to its pro rata portion (as calculated pursuant to the foregoing); provided that in order to exercise its rights under this Section 3(a), such Eligible Holder must execute all customary transaction documents in connection with such issuance; provided further that in the event that the buyers in such Participation Issuance have the obligation to purchase more than one type or class of securities in connection with such issuance, each Eligible Holder participating in such issuance shall be required to acquire the same percentage of all such types and classes of securities as the buyer(s) are required to purchase in such Participation Issuance. Such equity securities specified in the Participation Notice that are not purchased by the Eligible Holders pursuant to the terms of this Section 3(a) may be issued and sold by GSL to the offerees thereof (at a purchase price and on terms no less favorable to GSL than the terms set forth in the Participation Notice) within 180 days of the date of the Participation Notice. Any equity securities not issued within the 180-day period will be subject to the provisions of this Section 3(a) upon subsequent issuance, to the extent applicable at the time. (b) Notwithstanding anything to the contrary in this Section 3, where CMA CGM elects to participate in any Participation Issuance under this Section 3, CMA CGM shall never be required to agree (on its behalf and on behalf of its Affiliates) to any non-compete or similar restriction without CMA CGM’s prior written consent. (c) This Section 3 shall terminate and all rights and obligations under this Contract be offered Section 3 shall automatically terminate and cease to either itself or a limited liability company exist (i) as it relates to be designated by PERTAMINA CMA CGM, at such time as CMA CGM is no longer an Eligible Holder and (ii) as it relates to the shareholders ▇▇▇▇▇ Holders, at such time as the ▇▇▇▇▇ Holders are no longer Eligible Holders or, if earlier, at the written request of which shall be Indonesian Nationals the ▇▇▇▇▇ Holders to so terminate this Section 3 (both hereinafter called "The Indonesian Participant"as it relates to such ▇▇▇▇▇ Holders). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3d) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy For purposes of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer3, the Indonesian Participant following terms shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursedfollowing meanings: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA shall have If at any time that is on or after 90 days after the right date of the Closing the Partnership proposes to demand from CONTRACTOR that file (i) a ten percent prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement contemplated by Section 2.01, at a time at which the Shelf Registration Statement contemplated by Section 2.01 has been declared effective by the Commission and remains so effective, or (10%ii) undivided interest a registration statement, other than a shelf registration statement, in either case, for the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders sale of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to Common Units in clause 16.1 shall lapse unless exercised by PERTAMINA an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not later less than three (3) months after CONTRACTOR's notification Business Days prior to the filing of (x) any preliminary prospectus supplement to a prospectus relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement to a prospectus relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, the Partnership shall give notice of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, that each such Holder shall keep all information relating to such Underwritten Offering in confidence and shall not make use of, disseminate or in any way disclose any such information; provided, however, that if the Partnership has been advised by registered letter to PERTAMINA the Managing Underwriter that the inclusion of its first discovery Registrable Securities for sale for the benefit of Petroleum the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Contract AreaUnderwritten Offering, which in then the judgment amount of CONTRACTOR after consultation with PERTAMINA can Registrable Securities to be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to offered for the Indonesian Participant within one (1) month after receipt accounts of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter Holders shall be accompanied by a copy determined based on the provisions of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperateSection 2.02(b). The main principles of the draft Operating Agreement are contained in Exhibit "D" notice required to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to provided in this Section XVI. 16.5 In 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof. Each such Holder shall then have two Business Days after receiving such notice to request inclusion of Registrable Securities in the event Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of acceptance the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Each Holder’s rights under this Section 2.02(a) shall terminate when such Holder (together with any Affiliates of such Holder) holds less than $20 million of Purchased Units, based on the purchase price per unit under the Purchase Agreement. Notwithstanding the foregoing, any Holder holding greater than $20 million of Purchased Units, based on the purchase price per unit under the Purchase Agreement, may deliver written notice (an “Opt Out Notice”) to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, that, such Holder may later revoke any such Opt Out Notice. Following receipt of an Opt Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed Partnership pursuant to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2this Section 2.02(a). 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If at any time Crosstex proposes to file (i) during the Effectiveness Period a prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement contemplated by Section 2.1, or (ii) prior to (A) the expiration of the Effectiveness Period or (B) if the Effectiveness Period has not begun by the Eighth Anniversary Date, the Eighth Anniversary Date, a registration statement, other than a shelf registration statement, in either case (i) or (ii), for the sale of Common Units in an Underwritten Offering for its own account and/or the account of another Person, then, as soon as practicable following the engagement of counsel to Crosstex to prepare the documents to be used in connection with an Underwritten Offering, Crosstex shall give notice of such proposed Underwritten Offering to the Holders as soon as practicable but not less than three Business Days following such engagement of counsel by Crosstex, and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that Crosstex shall not be required to offer such opportunity to Holders if the Holders do not offer a minimum of $5,000,000 of Registrable Securities and Other Registrable Securities, in the aggregate, (determined by multiplying the number of Registrable Securities and Other Registrable Securities owned by the average of the closing price on NASDAQ for Common Units for the ten (10) trading days preceding the date of such notice). The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and confirmation of receipt of such notice shall be requested in the notice. Holder shall then have two (2) Business Days to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Crosstex shall determine for any reason not to undertake or to delay such Underwritten Offering, Crosstex may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten Offering by giving written notice to Crosstex of such withdrawal up to and including the time of pricing of such offering. No Holders shall be entitled to participate in any such Underwritten Offering under this Section 2.2(a) unless such Holder (together with any Affiliates that a are Selling Holders) participating therein holds at least fifteen million dollars ($15,000,000) of Registrable Securities and Other Registrable Securities, in the aggregate, (determined by multiplying the number of Registrable Securities and Other Registrable Securities owned by the average of the closing price for Common Units for the ten percent (10%) undivided interest in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on trading days preceding the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2such notice). 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If at any time after 180 days from the date of ------------- this Agreement the Company proposes to file a registration statement under the Securities Act covering proposed sales by it, or by LCO Investments, Inc. or any successor thereto ("LCO") under that certain Registration Rights Agreement, dated as of May 8, 1998, as amended as of December 2, 1998, of Shares of its capital stock in a manner which would permit registration of Shares of Common Stock for sale to the public (other than a registration statement (i) covering only Shares issuable upon (a) the exercise of employee or consultant stock options or pursuant to an employee stock purchase, dividend reinvestment or similar plan, or (b) the exercise of a convertible security, or (ii) filed on Form S-4 or S-8 or any similar form under the Act, the Company will give prompt notice to the Purchasers of such proposed registration, which notice shall have describe the right proposed filing date and the date by which the registration rights granted pursuant to demand this Section 1 must be exercised, the nature and method of any such sale or disposition of securities and shall include a listing of the jurisdictions, if any, in which the Company proposes to register or qualify the securities under the applicable state securities or "Blue Sky" laws of such jurisdictions. Such notice shall offer each Purchaser to include in such registration an amount of Registrable Securities (as defined in Section 1.3) held by such Purchaser as it may request, subject to Section 1.2 hereof, which request shall specify the number of Registrable Securities proposed to be included in such registration by such Purchaser (a "Participating Purchaser") and shall be given within thirty (30) calendar days after the receipt of notice from CONTRACTOR that the Company by such Purchaser (a ten percent (10%) undivided interest "Piggyback Registration"). The Company will use its best efforts to cause all Shares as to which registration has been requested by the Participating Purchasers to be included in such registration statement for sale or disposition in accordance with the method described in the total rights initial notice given to the Participating Purchasers and subject to the same terms and conditions as the other Shares of capital stock being sold, and thereafter shall cause such registration statement to be filed and become effective; provided, however, that the Company shall be permitted to withdraw the registration statement for any reason in its sole and exclusive discretion and upon the written notice of such decision to the Purchasers shall be relieved of all of its obligations under this Contract be offered Section 1 with respect to either itself or a limited liability company to be designated by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant")that particular registration. 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If the Partnership proposes to file (i) a registration statement or (ii) a prospectus supplement to an effective Shelf Registration Statement and Holders may be included in the offering to which such prospectus supplement relates without the filing of a post-effective amendment to such Shelf Registration Statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with such Underwritten Offering, the Partnership shall give notice (which may be given by electronic mail) of such proposed Underwritten Offering to each Holder holding at least one million Registrable Securities (subject to adjustment in accordance with Section 3.04) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.03(b). Subject to Section 2.03(b), the Partnership shall include in such Underwritten Offering all included Registrable Securities with respect to which the Partnership has received requests within two (2) Business Days (or one (1) Business Day in connection with a “bought deal” or an “overnight” Underwritten Offering) after the Partnership’s notice has been delivered in accordance with Section 3.01. If no written request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Partnership of PERTAMINA's registered letter referred such withdrawal at or prior to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance pricing of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2such Underwritten Offering.

Participation. 16.1 PERTAMINA In the event the Registrable Securities may not be disposed of without restriction pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act, if the Company proposes to file (i) a prospectus supplement to an existing or future effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01(a) of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Shares in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Company to prepare the documents to be used in connection with an Underwritten Offering, the Company shall give notice (which may include, without limitation, notification by electronic mail) of such proposed Underwritten Offering to each Holder that, together with its Affiliates, holds in the aggregate at least $10.0 million of the then-outstanding Registrable Securities (based on the Common Share Price) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that (i) the Company shall not be required to provide such opportunity to any such Holder that does not offer a minimum of $10.0 million of Registrable Securities (based on the Common Share Price), or (ii) if the Company has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Shares in the Underwritten Offering, then (A) the Company shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof. Each such Holder described in the proviso of the immediately preceding sentence shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from such a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to include any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one Company of such withdrawal at or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (1an “Opt-Out Notice”) month after to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of PERTAMINA's registered letter referred an Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in clause 16.2Underwritten Offerings by the Company pursuant to this Section 2.02(a). CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles Each of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant Holders on Schedule A hereto who has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant indicated it is delivering an Opt-Out Notice shall be deemed to have acquired the undivided interest on delivered an Opt-Out Notice as of the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2hereof. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If the Partnership proposes to file (i) a shelf registration statement other than the Registration Statement contemplated by Section 2.01(a), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01(a) and Holders may be included without the filing of a post-effective amendment thereto or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with an Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $1.0 million of the then-outstanding Registrable Securities (based on the Issue Price) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by the Holder. Each such Holder shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders, and (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Partnership of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR such withdrawal at or prior to the Indonesian Participant time of pricing of such Underwritten Offering. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing (which Opt-Out Notice shall be effective for as to an Underwritten Offering provided the Partnership received such Opt-Out Notice at least ten (10) Business Days prior to the day of pricing of such Underwritten Offering (or two (2) Business Days prior to the day of pricing in the case of an overnight or bought Underwritten Offering). Following receipt of an Opt-Out Notice from a period of six Holder (6) months. If unless subsequently revoked), the Indonesian Participant has Partnership shall not accepted this offer by registered letter be required to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred deliver any notice to in such Holder pursuant to this Section XVI. 16.5 In the event of acceptance 2.02(a) and such Holder shall no longer be entitled to participate in Underwritten Offerings by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed Partnership pursuant to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2this Section 2.02(a). 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA Commencing on the Conversion Date, if Crosstex at any time proposes to file a prospectus supplement to an effective Shelf Registration Statement with respect to an Underwritten Offering of Common Units for its own account or to register any Common Units for its own account for sale to the public in an Underwritten Offering or otherwise file any registration statement with the Commission relating to any Underwritten Offering of Common Units other than (x) a registration statement on Form S-8 (or any successor form) relating solely to employee benefit plans or (y) a registration statement on Form S-4 (or any successor form) relating solely to a Rule 145 transaction, then, as soon as practicable following the engagement of counsel to Crosstex to prepare the documents to be used in connection with an Underwritten Offering, Crosstex shall give notice of such proposed Underwritten Offering to the Holders, and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that Crosstex shall not be required to offer such opportunity to Holders if (i) the Holders do not offer a minimum of $5,000,000 of Registrable Securities and Other Registrable Securities, in the aggregate, (determined by multiplying the number of Registrable Securities and Other Registrable Securities owned by the average of the closing price on NASDAQ for Common Units for the ten (10) trading days preceding the date of such notice). The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and confirmation of receipt of such notice shall be requested in the notice. Holder shall then have two (2) Business Days to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Crosstex shall determine for any reason not to undertake or to delay such Underwritten Offering, Crosstex may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice to Crosstex of such withdrawal up to and including the time of pricing of such offering. No Holders shall be entitled to participate in any such Underwritten Offering under this Section 2.2(a) unless such Holder (together with any Affiliates that a are Selling Holders) participating therein holds at least fifteen million ($15,000,000) of Registrable Securities and Other Registrable Securities, in the aggregate, (determined by multiplying the number of Registrable Securities and Other Registrable Securities owned by the average of the closing price for Common Units for the ten percent (10%) undivided interest in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on trading days preceding the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2such notice). 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If the Partnership proposes to file (i) a Registration Statement or (ii) a prospectus supplement to an effective Shelf Registration Statement and Holders may be included in the offering to which such prospectus supplement relates without the filing of a post-effective amendment to such Shelf Registration Statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with such Underwritten Offering, the Partnership shall give notice (which may be given by electronic mail) of such proposed Underwritten Offering to each Holder holding at least one million Registrable Securities (subject to adjustment in accordance with Section 3.04) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.03(b). Subject to Section 2.03(b), the Partnership shall include in such Underwritten Offering all included Registrable Securities with respect to which the Partnership has received requests within two (2) Business Days (or one (1) Business Day in connection with a “bought deal” or an “overnight” Underwritten Offering) after the Partnership’s notice has been delivered in accordance with Section 3.01. If no written request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Partnership of PERTAMINA's registered letter referred such withdrawal at or prior to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance pricing of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2such Underwritten Offering.

Participation. 16.1 PERTAMINA If the Partnership proposes to file (i) a shelf registration statement other than the Registration Statement contemplated by Section 2.01(a), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01(a) of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with an Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $10.0 million of the then-outstanding Registrable Securities (based on the Common Unit Price) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by the Holder. Each such Holder shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one Partnership of such withdrawal at or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (1an “Opt-Out Notice”) month after to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by an Opt-Out Notice from a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six Holder (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offerunless subsequently revoked), the Indonesian Participant Partnership shall not be required to deliver any notice to such Holder pursuant to (a) The Holders indicated on Schedule A hereto as having opted out shall each be deemed to have acquired the undivided interest on delivered an Opt-Out Notice as of the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2hereof. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA Except as provided in Section 2.2(b), if at any time after 180 days following the date of this Agreement, the Company proposes to file (i) a shelf registration statement, (ii) a prospectus supplement to an effective shelf registration statement, and Holders could be included without the filing of a post-effective amendment thereto (other than a post-effective amendment that is immediately effective), or (iii) a registration statement, other than the registration statements contemplated by Section 2.1(a) of this Agreement, in the case of each of clause (i), (ii) or (iii), for the sale of Common Stock in an Underwritten Offering or Overnight Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than five (5) Business Days (or two (2) Business Day in the case of an Overnight Underwritten Offering) prior to the filing of (A) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (B) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (C) such registration statement, as the case may be (an “Underwritten Offering Filing”), the Company shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering (a “Piggyback Offering”) to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of the Registrable Securities (the “Included Registrable Securities”) as the Holders may request in writing; provided, however, that if the Company has been advised by the Managing Underwriter, and the Company has advised the Selling Holders in writing, that the inclusion of Registrable Securities for sale for the benefit of the Selling Holders will have a material adverse effect on the price, timing or distribution of the Common Stock in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Selling Holders shall be determined based on the provisions of Section 2.2(c) of this Agreement. The notice required to be provided in this Section 2.2(a) to the Holders shall be provided on a Business Day pursuant to Section 3.1 hereof. The Holders shall then have three (3) Business Days (or one (1) Business Day in the case of an Overnight Underwritten Offering) to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from the Holders is received within such period, the Holders and their Affiliates shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. A Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw its request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within Company of such withdrawal up to two (2) Business Days prior to such offering. Notwithstanding the foregoing, a Holder may deliver written notice (an “Opt-Out Notice”) to the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing not less than one (1) month after receipt of PERTAMINA's registered letter referred Business Day prior to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contractsuch offering. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA So long as a Holder has Registrable Securities, if the Corporation proposes to file (i) a shelf registration statement other than a Registration Statement contemplated by Section 2.01 and other than a registration statement on Forms S-4 or S-8 and any successor forms, (ii) a prospectus supplement to an effective Shelf Registration Statement relating to the sale of equity securities of the Corporation, other than a Registration Statement contemplated by Section 2.01 and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement and other than a registration statement on Forms S-4 or S-8 and any successor forms, in each case, for the sale of Common Shares in an Underwritten Offering for its own account or that of another Person, or both, then promptly following the selection of the Managing Underwriter for such Underwritten Offering, the Corporation shall give notice of such Underwritten Offering to each Holder and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Corporation has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Shares in the Underwritten Offering, then (x) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Corporation shall not be required to offer such opportunity to the Holders or (y) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holder. Each such Holder shall then have three Business Days (or two Business Days in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Corporation shall determine for any reason not to undertake or to delay such Underwritten Offering, the Corporation may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Corporation of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total such withdrawal at or prior to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At Business Day before the time of its acceptance pricing of CONTRACTOR's offer such Underwritten Offering. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Indonesian Participant Corporation requesting that such Holder not receive notice from the Corporation of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing prior to one Business Day before the time of pricing of such Underwritten Offering. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Corporation shall state whether it wishes not be required to reimburse deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in cash or out of production in Underwritten Offerings by the manner indicated under clauses 16.7ol and 16.7.2Corporation pursuant to this Section 2.02(a).

Participation. 16.1 PERTAMINA shall have the right Subject to demand Section 3(b) below, if at any time from CONTRACTOR that a ten percent (10%) undivided interest in the total rights ------------- and obligations under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date hereof, the Company proposes to file or files a registration statement under the Securities Act with respect to any offering of securities of the same type as the Registrable Securities for its acceptance own account (other than a registration statement on Form S-8 or Form S- 4 or any successor form thereto), or for the account of CONTRACTOR's any securityholder of securities of the same type as the Registrable Securities, then, as promptly as practicable, the Company shall give written notice of such proposed filing to each Holder of Registrable Securities and such notice shall offer referred the Holders of Registrable Securities the opportunity to include in clause 16.3.such registration such number of Registrable Securities as each such Holder may request (a "Piggyback Registration"), provided that, any Holder of Registrable Securities may only participate in a Piggyback Registration to CONTRACTOR's account with the extent (based on the number of shares included) that the Holder of a banking institution majority of the Registrable Securities elects to participate. The Company shall include in such registration statement all Registrable Securities requested within 20 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be designated disposed of by it, such Holder) to be included in the currency registration for such offering pursuant to a Piggyback Registration. Each Holder electing to participate in which such Piggyback Registration shall do so pursuant to the relevant costs have been financedterms of such proposed registration and shall execute such usual and customary custody agreements, powers of attorney, underwriting agreements or other documents as are reasonably requested or required by the Company and any underwriter of such offering; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) provided, however, that -------- ------- such Holders shall not be required to represent and warrant to, or to indemnify, any party with respect to any matters other than as to the Holder's ownership of the Indonesian Participant's production entitlements under this Contract valued Registrable Securities and with respect to any other information provided by Holder and required to be included in the manner as described in Section VII registration statement pursuant to SEC rules and regulations. Each Holder of this Contract, equal in total Registrable Securities shall be permitted to one hundred fifty percent (150%) withdraw all or part of such Holder's Registrable Securities from a Piggyback Registration at any time prior to the effective date thereof. The Registration Expenses of the said amount and commencing as from holders of Registrable Securities shall be paid by the first sale of Petroleum produced and saved from the Contract AreaCompany in all Piggyback Registrations. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If Inergy at any time proposes to file a prospectus supplement to an effective Shelf Registration Statement with respect to an Underwritten Offering of Common Units for its own account or to register any Common Units for its own account for sale to the public in an Underwritten Offering other than (x) a registration relating solely to employee benefit plans, (y) a registration relating solely to a Rule 145 transaction, or (z) a registration on any registration form which does not permit secondary sales, does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities or would require that Inergy effectuate a post-effective amendment to such registration statement to permit such Registrable Securities to be covered by the registration statement, then, as soon as practicable following the engagement of counsel to Inergy to prepare the documents to be used in connection with an Underwritten Offering, Inergy shall give notice of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that Inergy shall not be required to offer such opportunity to Holders if Inergy has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units. The notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by Holder. Holder shall then have twenty-four hours to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Inergy shall determine for any reason not to undertake or to delay such Underwritten Offering, Inergy may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered such offering by giving written notice to either itself or a limited liability company to be designated by PERTAMINA the shareholders Inergy of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer the Indonesian Participant such offering. Each Holder’s rights under this Section 2.2(a) shall state whether it wishes to reimburse in cash or out terminate when such Holder holds less than twenty million ($20,000,000) of production in the manner indicated under clauses 16.7ol and 16.7.2Purchased Units.

Participation. 16.1 PERTAMINA In the event the Registrable Securities may not be disposed of without restriction pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act, if the Partnership proposes to file (i) a shelf registration statement other than the Registration Statement contemplated by Section 2.01(a), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01(a) of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with an Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $30 million of the then-outstanding Registrable Securities (based on the Common Unit Price) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by the Holder. Each such Holder shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one Partnership of such withdrawal at or prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (1an “Opt-Out Notice”) month after to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of PERTAMINA's registered letter referred an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in clause 16.2. CONTRACTOR's letter shall be accompanied Underwritten Offerings by a copy of the Partnership pursuant to this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperateSection 2.02(a). The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant Holders indicated on Schedule A hereto shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall each be deemed to have acquired the undivided interest on delivered an Opt-Out Notice as of the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2hereof. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If ▇▇▇ proposes to file (i) a registration statement or (ii) a prospectus supplement to an effective Shelf Registration Statement and Holders may be included in the offering to which such prospectus supplement relates without the filing of a post-effective amendment to such Shelf Registration Statement, in each case, for the sale of EVA Securities in an Underwritten Offering for its own account and/or another Person (other than any Pari Passu Holder), then as soon as practicable following the engagement of counsel by ▇▇▇ to prepare the documents to be used in connection with such Underwritten Offering, EVA shall give notice (including notification by electronic mail followed by telephone confirmation) of such proposed Underwritten Offering to each Holder holding at least 5% of the then-outstanding Registrable Securities and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if ▇▇▇ has been advised by the Managing Underwriter(s) that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the EVA Securities in the Underwritten Offering, then (A) if no Registrable Securities or Pari Passu Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter(s), EVA shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities or Pari Passu Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter(s), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.03(b); provided, further, that the piggyback rights set forth in this Section 2.03(a) shall not apply to any Underwitten Offering that is initiated by a Pari Passu Holder pursuant to the terms of the Existing RRA. Subject to Section 2.03(b), EVA shall include in such Underwritten Offering all included Registrable Securities with respect to which ▇▇▇ has received requests within two (2) Business Days (or one (1) Business Day in connection with a “bought deal” or an “overnight” Underwritten Offering) after ▇▇▇’s notice has been delivered in accordance with Section 3.01. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, EVA shall determine for any reason not to undertake or to delay such Underwritten Offering, ▇▇▇ ▇▇▇, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered such Underwritten Offering by giving written notice to either itself EVA of such withdrawal at or a limited liability company prior to be designated by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance pricing of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2such Underwritten Offering.

Participation. 16.1 PERTAMINA If the Partnership proposes to file (i) a shelf registration statement other than the Registration Statement contemplated by Section 2.1(a), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.1(a) and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with an Underwritten Offering, the Partnership shall give notice of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $15 million of the then-outstanding Registrable Securities (based on the VWAP) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter (after taking into consideration the Common Units included pursuant to the Greenlight Registration Statement which Common Units shall have priority over the Registrable Securities under this Agreement), the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter (after taking into consideration the Common Units included pursuant to the Greenlight Registration Statement which Common Units shall have priority over the Registrable Securities under this Agreement), then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b). Any notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by the Holder. Each such Holder shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Partnership of PERTAMINA's registered letter referred such withdrawal at or prior to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance pricing of CONTRACTOR's offer such Underwritten Offering. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Indonesian Participant Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall state whether it wishes not be required to reimburse deliver any notice to such Holder pursuant to this Section 2.2 and such Holder shall no longer be entitled to participate in cash or out of production in Underwritten Offerings by the manner indicated under clauses 16.7ol and 16.7.2Partnership pursuant to this Section 2.2(a).

Participation. 16.1 PERTAMINA If at any time after the Lock-Up Date the Partnership proposes to file (i) a shelf registration statement other than the Shelf Registration Statement contemplated by Section 2.01 or (ii) a prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement contemplated by Section 2.01 of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) at any time after the Lock-up Date and after the Registration Statement has been declared effective the Partnership proposes to file a registration statement, other than a shelf registration statement, in either case, for the sale of Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days following the engagement of counsel by the Partnership to prepare the documents to be used in connection with an Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder and such notice shall offer Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Units in the Underwritten Offering, then (a) the Partnership shall not be required to offer such opportunity to the Holders or (b) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b); and, provided, further, that the Partnership shall not be obligated to include any Registrable Securities in any Underwitten Offering unless the Holders request inclusion of at least $10.0 million of Registrable Securities in the aggregate in such Underwritten Offering. Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by the Holder. Each such Holder shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Partnership of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer such Underwritten Offering. Notwithstanding the Indonesian Participant foregoing, any Holder holding $10.0 million or more of Restricted Units, based on the Unit Purchase Price, may deliver written notice (an “Opt Out Notice”) to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, that, such Holder may later revoke any such Opt Out Notice. Following receipt of an Opt Out Notice from a Holder (unless subsequently revoked), the Partnership shall state whether it wishes not be required to reimburse deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in cash or out of production in Underwritten Offerings by the manner indicated under clauses 16.7ol and 16.7.2Partnership pursuant to this Section 2.02(a).

Participation. 16.1 PERTAMINA If at any time the Partnership proposes to file (i) a prospectus supplement to an effective shelf registration statement, including the Shelf Registration Statement contemplated by Section 2.01, or (ii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three (3) Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then, the Partnership shall give notice of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b); and provided, further, that the Partnership shall not be obligated to include any Registrable Securities in any Underwritten Offering unless the Holders request inclusion of at least $5 million of Registrable Securities in such offering. The notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof. Each such Holder shall then have two Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering, except that such Holder shall have one Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction” where no preliminary prospectus is used. If no request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Partnership of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer such offering. Each Holder’s rights under this Section 2.02(a) shall terminate upon the Indonesian Participant first to occur of (A) such Holder (together with any Affiliates of such Holder) holding less than $20 million of Purchased Units, based on the purchase price per unit under the Purchase Agreement and (B) two years from the sale of the Registrable Securities to the Purchasers. Notwithstanding the foregoing, any Holder holding greater than $20 million of Purchased Units, based on the purchase price per unit under the Purchase Agreement, may deliver written notice (an “Opt Out Notice”) to the Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, that, such Holder may later revoke any such Opt Out Notice. Following receipt of an Opt Out Notice from a Holder (unless subsequently revoked), the Partnership shall state whether it wishes not be required to reimburse deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in cash or out of production in Underwritten Offerings by the manner indicated under clauses 16.7ol and 16.7.2Partnership pursuant to this Section 2.02(a).

Participation. 16.1 PERTAMINA If the Partnership proposes to file (i) a shelf registration statement other than the Registration Statement contemplated by Section 2.01(a), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01(a) of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with an Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $30 million of the then-outstanding Registrable Securities (based on the Common Unit Price) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the right to demand from CONTRACTOR that a ten percent (10%) undivided interest price, timing or distribution of the Common Units in the total rights and obligations under this Contract Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered to either itself or a limited liability company for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required to be designated by PERTAMINA the shareholders of which provided in this Section 2.02(a) to Holders shall be Indonesian Nationals provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed and kept confidential by the Holder until such proposed Underwritten Offering is (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three i) publicly announced or (3ii) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Areasuch Holder receives notice that such proposed Underwritten Offering has been abandoned, which in such notice shall be provided promptly by the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commerciallyPartnership to each Holder. PERTAMINA Each such Holder shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within then have two (2) Business Days (or one (1) month Business Day in connection with any overnight or bought Underwritten Offering) after receipt notice has been delivered to request in writing the inclusion of PERTAMINA's registered letter referred to Registrable Securities in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) monthsUnderwritten Offering. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR no written request for inclusion from a Holder is received within the said periodspecified time, CONTRACTOR each such Holder shall be released from the obligation referred have no further right to participate in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.such Underwritten

Participation. 16.1 PERTAMINA If at any time after the Conversion Copano proposes to file (i) a prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement contemplated by Section 2.01 of this Agreement, or (ii) a registration statement, other than a shelf registration statement or a registration statement on Form S-4 or Form S-8 or any similar or successor form, in either case, for the sale of Common Units for its own account and/or another Person, then as soon as practicable but not less than three (3) Business Days prior to the filing of (x) any preliminary prospectus supplement relating to any such proposed offering that is an Underwritten Offering pursuant to Rule 424(b) of the Securities Act, (y) the prospectus supplement relating to any such proposed offering that is an Underwritten Offering pursuant to Rule 424(b) of the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement as the case may be, then, Copano shall give notice of such proposed Underwritten Offering or registration statement to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering or registration statement such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if Copano has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) of this Agreement. Each Holder shall keep any information relating to any such Underwritten Offering or registration statement confidential and shall not disseminate or in any way disclose such information. The notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be promptly confirmed by each Holder. Each Holder shall then have three (3) Business Days after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering, except that a Holder shall have one (1) Business Day after such Holder confirms receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering in the case of a “bought deal” or “overnight transaction”. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Copano shall determine for any reason not to undertake or to delay such Underwritten Offering, Copano may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such offering by giving written notice (10%“Opt-Out Notice”) undivided interest in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders Copano of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer such offering; provided, that such Selling Holder may later revoke any such Opt-Out Notice in writing. Each Holder’s rights under this Section 2.02(a) shall terminate when such Holder holds less than five million dollars ($5,000,000.00) of Registrable Securities (based on the Indonesian Participant shall state whether it wishes to reimburse in cash initial purchase price per unit of the Class D Units under the Purchase Agreement, as adjusted for any subdivision, combination, or out of production in the manner indicated under clauses 16.7ol and 16.7.2unit dividend or unit distribution).

Participation. 16.1 PERTAMINA So long as a Holder has Registrable Securities, if the Partnership proposes to file (i) a shelf registration statement, other than a Registration Statement contemplated by Section 2.01(a), (ii) a prospectus supplement to an effective shelf registration statement relating to the sale of equity securities of the Partnership, other than a Registration Statement contemplated by Section 2.01(a), and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of Common Units in an Underwritten Offering for its own account or that of another Person, or both, then promptly following the selection of the Managing Underwriter for such Underwritten Offering, the Partnership shall give notice of such Underwritten Offering to each Holder (together with its Affiliates) holding at least the Piggyback Threshold Amount of the then-outstanding Registrable Securities (calculated based on the Unit Purchase Price) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that (A) the Partnership shall not be required to provide such opportunity if, in the aggregate, the Holders do not offer a minimum of the Piggyback Threshold Amount of Registrable Securities (based on the Unit Purchase Price), and (B) if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (x) if, in the opinion of the Managing Underwriter, no Registrable Securities can be included in the Underwritten Offering, the Partnership shall not be required to offer such opportunity to the Holders or (y) if, in the opinion of the Managing Underwriter, any Registrable Securities can be included in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day and receipt of such notice shall be confirmed by the Holder. Each such Holder shall then have three Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If a Holder’s written request for inclusion is not received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason to delay or not to undertake such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities as part of such Underwritten Offering for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such ACTIVE 226509354 Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Partnership of PERTAMINA's registered letter referred such withdrawal at or prior to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance pricing of CONTRACTOR's offer such Underwritten Offering. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Indonesian Participant Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering. Following receipt of an Opt-Out Notice from a Holder, the Partnership shall state whether it wishes not be required to reimburse deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in cash or out of production in Underwritten Offerings by the manner indicated under clauses 16.7ol and 16.7.2Partnership pursuant to this Section 2.02(a).

Participation. 16.1 PERTAMINA If at any time after the expiration of the First Lock-up Period the Company proposes to file a registration statement for the sale of Common Stock in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than ten Business Days prior to the filing of such registration statement, the Company shall give notice of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing (but only to the extent that such Registrable Securities are not then subject to lock-up provisions under the Lock-up and Voting Agreements); provided, however, that if the Company has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Stock offered by the Company under such registration statement, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). The notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.02 hereof and receipt of such notice shall be deemed to be received by Holders on the next Business Day. Holder shall then have three (3) Business Days after such deemed receipt of the notice to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, then such Holder shall have no further right to participate in such Underwritten Offering. If a Holder decides not include some or all of its Registrable Securities in any registration statement filed by the Company as described in this Section 2.02(a), such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to the offering by the Company of its securities, all upon the terms and conditions set forth herein. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Company of PERTAMINA's registered letter referred such withdrawal up to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on including the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to immediately preceding the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in on which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Areaunderwriters price such such offering. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If ETE at any time proposes to file a registration statement or a prospectus supplement to an effective registration statement with respect to an Underwritten Offering of Common Units for its own account or to register any Common Units for its own account for sale to the public in an Underwritten Offering other than (x) a registration relating solely to employee benefit plans, (y) a registration relating solely to a Rule 145 transaction, or (z) a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, then, as soon as practicable following the engagement of counsel to ETE to prepare the documents to be used in connection with an Underwritten Offering, ETE shall give notice of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”); provided, however, that ETE shall not be required to offer such opportunity to Holders if ETE has been advised by a Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units. Subject to the preceding sentence and subject to Section 2.02(b), ETE shall include in such Underwritten Offering all such Registrable Securities (“Included Registrable Securities”) with respect to which ETE has received requests within ten days after ETE’s notice has been delivered in accordance with Section 3.01. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, ETE shall determine for any reason not to undertake or to delay such Underwritten Offering, ETE may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered such offering by giving written notice to either itself or a limited liability company to be designated by PERTAMINA the shareholders ETE of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer such offering. Notwithstanding the Indonesian Participant shall state whether it wishes foregoing, any Holder may deliver written notice to reimburse in cash or out ETE requesting that such Holder not receive notice from ETE of production in the manner indicated under clauses 16.7ol and 16.7.2any proposed Underwritten Offering; provided, that such Holder may later revoke any such notice.

Participation. 16.1 PERTAMINA If QR Energy at any time proposes to file a registration statement (including a Shelf Registration Statement and including any registration statement intended to satisfy the requirements of Section 5.3(a) of this Agreement) for the sale of Units to the public for its own account or the account of any Unitholder other than (x) a registration relating solely to employee benefit plans, (y) a registration relating solely to a Rule 145 transaction, or (z) a registration on any registration form which does not permit secondary sales, then, as soon as practicable following the engagement of counsel to QR Energy to prepare the registration statement, QR Energy shall give notice of such proposed filing for the registration to the Registration Rights Group and such notice shall offer the Holders the opportunity to include in such registration such number of Registrable Securities as each such Holder may request in writing (a “Piggyback Registration”). Each Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month 15 days after receipt of PERTAMINA's such notice to elect to have all (or such portion as the Holders shall specify) of its Registrable Securities included in such registration. In addition, if QR Energy at any time proposes to file a prospectus supplement with respect to an Underwritten Offering to a Shelf Registration Statement under which the Registration Rights Group have registered letter referred the sale of Registrable Securities, then, as soon as practicable following the engagement of counsel to QR Energy to prepare the documents to be used in clause 16.2. CONTRACTOR's letter connection with an Underwritten Offering, QR Energy shall give notice of such proposed Underwritten Offering to each Selling Registration Rights Group member and such notice shall offer each Selling Registration Rights Group member the opportunity to include in such Underwritten Offering such number of Registrable Securities as each such Selling Registration Rights Group member may request in writing; provided, however, that QR Energy shall not be accompanied required to offer such opportunity to Registration Rights Group if QR Energy has been advised by a copy the Managing Underwriter that the inclusion of this Contract and a draft Operating Agreement embodying Registrable Securities for sale for the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles benefit of the draft Operating Agreement Registration Rights Group will have an adverse effect on the price, timing or distribution of the Units. No Selling Registration Rights Group member may exercise its right to participate in a Piggyback Registration with respect to sales to be made from an effective shelf registration on which such Registration Rights Group’ Registrable Securities are contained not registered for resale, except that if the Board of Directors determines that it is in Exhibit "D" the best interest of QR Energy, then QR Energy may use the net proceeds from any Underwritten Offering to this Contract. 16.4 The offer by CONTRACTOR repurchase some or all Registrable Securities from any of the Registration Rights Group. Subject to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to provisions in this Section XVI. 16.5 In 5.4(a) and Section 5.4(b), QR Energy shall include in such Underwritten Offering all such Registrable Securities (“Included Registrable Securities”) with respect to which QR Energy has received requests within (i) one business day in the event of acceptance by the Indonesian Participant filing of CONTRACTOR's offera prospectus supplement and (ii) five business days with respect to the use of a preliminary prospectus supplement after QR Energy’s notice has been delivered in accordance with Section 5.4. If no request for inclusion from the Registration Rights Group is received within the specified time, such Selling Registration Rights Group member shall have no further right to participate in such Piggyback Registration. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the Indonesian Participant closing of such Underwritten Offering, QR Energy shall determine for any reason not to undertake or to delay such Underwritten Offering, QR Energy may, at its election, give written notice of such determination to the selling Registration Rights Group and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be deemed relieved of its obligation to have acquired sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition case of a ten percent (10%) undivided interest determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this ContractUnderwritten Offering. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA shall have Subject to Section 2(b), (i) if the right Corporation proposes to demand from CONTRACTOR that a ten percent (10%) undivided interest in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one file (1) month after receipt a Registration Statement with respect to an Underwritten Offering (for its own account or otherwise) or (2) a Shelf Registration with respect to an offering (for its own account or otherwise), in each case, whether on its own behalf or in connection with the exercise of PERTAMINA's registered letter referred any registration rights by any holder of Registrable Securities possessing such rights (other than (A) a registration relating solely to in clause 16.2. CONTRACTOR's letter an employee benefit plan or employee stock plan, a dividend reinvestment plan, or a merger or a consolidation, (B) a registration incidental to an issuance of debt securities under Rule 144A, (C) a registration on Form S-4 or any successor form or (D) a registration on Form S-8 or any successor form), with respect to an Underwritten Offering (for its own account or otherwise) that includes any Registrable Securities or (ii) the Corporation receives an Underwritten Shelf Take-Down Notice, then the Corporation shall give prompt notice (the “Initial Notice”) to the MiTAC Stockholders, and the MiTAC Stockholders shall be accompanied entitled to include in such Registration Statement or such Underwritten Shelf Take-Down the Registrable Securities held by a copy them. The Initial Notice shall offer the MiTAC Stockholders the right, subject to Section 2(b) (the “MiTAC Piggyback Registration Right”), to register such number of shares of Registrable Securities as each such MiTAC Stockholders may request and shall set forth (A) the anticipated filing date of such Registration Statement or the anticipated launch date of such Underwritten Shelf Take-Down and (B) the aggregate number of Registrable Securities that is proposed to be included in such Registration Statement or such Underwritten Shelf Take-Down. Subject to Section 2(b), the Corporation shall include in such Registration Statement or Underwritten Shelf Take-Down such Registrable Securities for which it has received written requests to register within ten (10) days after the Initial Notice has been given. Underwriters’ Cutback. Notwithstanding the foregoing, if the managing underwriter(s) of any proposed Underwritten Offering advises the Corporation, the Apollo Stockholders or the MiTAC Stockholders that the total or kind of securities that the MiTAC Stockholders and any other Persons intend to include in such offering (or Underwritten Shelf Take-Down, as applicable), or that the inclusion of certain holders of the Registrable Securities in such offering, would be reasonably likely to adversely affect the price, timing or distribution of the securities offered in such offering (or Underwritten Shelf Take-Down, as applicable), then the number of securities proposed to be included in such registration (or Underwritten Shelf Take-Down, as applicable) shall be allocated among the Corporation and the selling MiTAC Stockholders and other applicable holders of the Registrable Securities (including the Apollo Stockholders), such that the number of securities that each such Person shall be entitled to sell in the Underwritten Offering (or Underwritten Shelf Take-Down, as applicable) shall be included in the following order: In the case of an exercise of any registration rights by the Apollo Stockholders or any other holder of Registrable Securities possessing such rights: first, the securities held by (A) the Apollo Stockholders or other Person(s) exercising such registration rights, and (B) the MiTAC ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ TEL ▇▇▇-▇▇▇-▇▇▇▇ FAX ▇▇▇-▇▇▇-▇▇▇▇ Stockholders or other applicable holders of registrable securities requested to be included in such registration pursuant to the terms of this Contract Section 2 or pursuant to any other agreement containing piggyback registration rights, pro rata based upon the number of Registrable Securities requested to be registered by each such Person in connection with such registration; and a draft Operating Agreement embodying second, the manner securities to be issued and sold by the Corporation in which CONTRACTOR such registration. In all other cases: first, the securities to be issued and sold by the Indonesian Participant shall cooperateCorporation in such registration; and second, the securities held by the MiTAC Stockholders or other applicable holders of registrable securities requested to be included in such registration pursuant to the terms of this Section 3 or pursuant to any other agreement containing piggyback registration rights (including the Apollo Stockholders), pro rata based upon the number of Registrable Securities requested to be registered by each such Person in connection with such registration. The main principles provisions set forth in Sections 3(c), 3(d), 3(e) and 4 of Exhibit A to the draft Operating Investor Rights Agreement are contained in Exhibit "D" shall apply to this Contractletter agreement, mutatis mutandis, and are incorporated by reference as if fully set forth herein. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA In the event those Registrable Securities that are LP Units may not be disposed of without restriction pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act, if the Partnership proposes to file (i) a shelf registration statement other than the Registration Statement contemplated by Section 2.01(a), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01(a) of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in each case, for the sale of LP Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with an Underwritten Offering, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $10.0 million of the then-outstanding Registrable Securities that are LP Units (based on the LP Unit Price) and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities that are LP Units (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Partnership has been advised by the Managing Underwriter that the inclusion of such Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the LP Units in the Underwritten Offering, then (A) the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities that are LP Units can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of such Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b). Any notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by the Holder. Each such Holder shall then have two (2) Business Days (or one (1) Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of those Registrable Securities that are LP Units in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Partnership of PERTAMINA's registered letter referred such withdrawal at or prior to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance pricing of CONTRACTOR's offer such Underwritten Offering. Any Holder may deliver written notice (an “Opt-Out Notice”) to the Indonesian Participant Partnership requesting that such Holder not receive notice from the Partnership of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Opt-Out Notice in writing. Following receipt of an Opt-Out Notice from a Holder (unless subsequently revoked), the Partnership shall state whether it wishes not be required to reimburse deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in cash or out of production in Underwritten Offerings by the manner indicated under clauses 16.7ol and 16.7.2Partnership pursuant to this Section 2.02(a).

Participation. 16.1 PERTAMINA If at any time Atlas Energy proposes to file (i) a shelf registration statement other than the Registration Statement (in which event Atlas Energy covenants and agrees to include thereon a description of the transaction under which the Purchasers acquired the Registrable Securities), (ii) a prospectus supplement to an effective shelf registration statement, other than the Registration Statement contemplated by Section 2.01 of this Agreement and Holders may be included without the filing of a post-effective amendment thereto, or (iii) a registration statement, other than a shelf registration statement, in either case, for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than three Business Days prior to the filing of (x) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (y) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (z) such registration statement, as the case may be, then Atlas Energy shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to the Holders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Common Units (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if Atlas Energy has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.02(b) of this Agreement. The notice required to be provided in this Section 2.02(a) to Holders shall be provided on a Business Day pursuant to Section 3.01 hereof and receipt of such notice shall be confirmed by such Holder. Each such Holder shall then have three Business Days after receiving such notice to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, Atlas Energy shall determine for any reason not to undertake or to delay such Underwritten Offering, Atlas Energy may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered such offering by giving written notice to either itself or a limited liability company to be designated by PERTAMINA the shareholders Atlas Energy of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer such offering. Each Holder’s rights under this Section 2.02(a) shall terminate when such Holder (together with any Affiliates of such Holder) holds less than $15 million, in aggregate, of Registrable Securities, based on the Indonesian Participant shall state whether it wishes Average Purchase Price. Notwithstanding the foregoing, any Holder may deliver written notice (an “Opt Out Notice”) to reimburse in cash or out Atlas Energy requesting that such Holder not receive notice from Atlas Energy of production in the manner indicated under clauses 16.7ol and 16.7.2any proposed Underwritten Offering; provided, that such Holder may later revoke any such notice.

Participation. 16.1 PERTAMINA If the Partnership proposes to undertake a (i) primary Underwritten Offering within three years from the date the Registration Statement becomes or is declared effective or (ii) secondary Underwritten Offering of Common Units by USA Compression Holdings, LLC or its successors, then as soon as practicable following the engagement of counsel by the Partnership to prepare the documents to be used in connection with either clause (i) or clause (ii) above, the Partnership shall give notice (including, but not limited to, notification by electronic mail) of such proposed Underwritten Offering to each Holder (together with its Affiliates) holding at least $25.0 million of the then-outstanding Registrable Securities and such notice shall offer such Holders the opportunity to include in such Underwritten Offering such number of Registrable Securities (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that the number of Included Registrable Securities shall at least equal $25.0 million of Registrable Securities; provided, further, that the Partnership shall not be required in connection with clause (ii) above to include the Registrable Securities of the Holders in any registration statement prior to the expiration of the lock-up agreement as set forth in the Distribution Reinvestment and Lock-Up Agreement by and between the Partnership and the holders party thereto; and provided, further, that if the Partnership has been advised by the Managing Underwriter that the inclusion of Registrable Securities for sale for the benefit of the Holders will have an adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then (A) if no Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, the Partnership shall not be required to offer such opportunity to the Holders or (B) if any Registrable Securities can be included in the Underwritten Offering in the opinion of the Managing Underwriter, then the amount of Registrable Securities to be offered for the accounts of Holders shall be determined based on the provisions of Section 2.2(b). Any notice required to be provided in this Section 2.2(a) to Holders shall be provided on a Business Day pursuant to Section 3.1 hereof and receipt of such notice shall be confirmed by the Holder. Each such Holder shall then have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after notice has been delivered to request in writing the inclusion of Registrable Securities in the Underwritten Offering. If no written request for inclusion from a Holder is received within the specified time, each such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Partnership shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such Underwritten Offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Partnership of PERTAMINA's registered letter referred such withdrawal at or prior to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance pricing of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2such Underwritten Offering.

Participation. 16.1 PERTAMINA If the Company at any time proposes to file a Registration Statement under the Securities Act to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than for an Excluded Offering), then as soon as practicable (but in no event less than 10 Business Days prior to the proposed date of filing of such Registration Statement or, in the case of a Public Offering under a Shelf Registration Statement, the anticipated pricing or trade date), the Company shall give written notice (a “Piggyback Notice”) of such proposed filing or Public Offering to all Qualified Holders and Class D Holders who, in each case, then hold Registrable Securities (collectively, such Qualified Holders and Class D Holders, the “Piggyback Holders”), and such Piggyback Notice shall offer the Piggyback Holders the opportunity to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Piggyback Holder may request in writing (a “Piggyback Registration”). The Company shall not be required to provide a Piggyback Notice to Holders of any Registrable Securities that are already registered pursuant to an effective registration statement. Subject to Section (b), the Company shall include in such Registration Statement or in such Public Offering as applicable, all such Registrable Securities that are requested to be included therein within five Business Days after the receipt by such Piggyback Holder of any such notice; provided, however, that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of a Public Offering under a Shelf Registration Statement, the Company determines for any reason not to register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each Piggyback Holder and, thereupon, (i) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown, as the case may be, and (ii) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall also be permitted to delay registering or selling any Registrable Securities. Any Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest in the total rights and obligations under this Contract be offered to either itself withdraw all or a limited liability company to be designated by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA part of its first discovery request for inclusion of Petroleum its Registrable Securities in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR a Piggyback Registration by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf Company of its activities request to withdraw prior to such Registration the securities being registered in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contractsuch Piggyback Registration. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA shall have If the right Company proposes to demand from CONTRACTOR file (A) a registration statement under the Securities Act providing for the public offering of Common Stock, for its own account or for the account of a selling stockholder, for sale to the public in an Underwritten Offering, excluding a registration statement on Form S-4 or Form S-8 promulgated under the Securities Act (or any successor forms thereto), a registration statement for the sale of Common Stock issued upon conversion of debt securities or any other form not available for registering the Registrable Securities for sale to the public, or (B) a prospectus supplement to an effective Shelf Registration Statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Registrable Securities were previously included in a Shelf Registration Statement, then, in each case with respect to an Underwritten Offering of Common Stock, the Company will notify each Stockholder of the proposed filing and afford each Stockholder an opportunity to include in such Underwritten Offering all or any part of the Registrable Securities then held by such Stockholder (the “Included Registrable Securities”) that a ten percent (10%) undivided interest in the total rights and obligations under this Contract may properly be offered on such registration statement (a “Piggyback Registration”). Each Stockholder of Registrable Securities agrees that the fact that such a notice has been delivered may constitute material non-public information and such Stockholder agrees not to either itself or a limited liability company to be designated by PERTAMINA disclose that such notice has been delivered until the shareholders earlier of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3i) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter to the Indonesian Participant within one (1) month after receipt of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For that the acquisition of a ten percent applicable registration statement or prospectus supplement has been filed with the Commission and (10%ii) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months 20 days after the date of its acceptance such notice. Each Stockholder desiring to include in such Piggyback Registration all or part of CONTRACTOR's offer referred such Registrable Securities held by such Stockholder that may be included in such Piggyback Registration shall, within three Business Days after receipt of the above-described notice from the Company in the case of a filing of a registration statement and within two Business Days after the day of receipt of the above-described notice from the Company in the case of a filing of a prospectus supplement to an effective Shelf Registration Statement with respect to a Piggyback Registration, so notify the Company in clause 16.3.writing, and in such notice shall inform the Company of the number of shares of Registrable Securities such Stockholder wishes to CONTRACTOR's account include in such Piggyback Registration and provide the Company with such information with respect to such Stockholder as shall be reasonably necessary in order to assure compliance with federal and applicable state securities Laws (each such notice, a banking institution “Piggyback Request,” and each Stockholder who delivered a Piggyback Request, a “Requesting Stockholder”). If no Piggyback Request is received by the Company within the time period specified in this Section 2.2(a), such Stockholder shall have no further right to participate in such Piggyback Registration. For the avoidance of doubt, the Company shall not be required to register any Registrable Securities upon the request of any Stockholder pursuant to a Piggyback Registration, or to permit the related prospectus or prospectus supplement to be designated by itused, in connection with any offering or transfer of Registrable Securities by a Stockholder other than pursuant to an Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the currency closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Stockholders and (x) in which the relevant costs have been financed; or 16.7.2 by way case of a "payment out determination not to undertake such Underwritten Offering, shall be relieved of production" of fifty percent its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (50%y) of the Indonesian Participant's production entitlements under this Contract valued in the manner case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as described the delay in Section VII of this Contractthe Underwritten Offering. Any Stockholder may deliver written notice (a “Piggyback Opt-Out Notice”, equal in total and each such Stockholder that has delivered and not revoked a Piggyback Opt-Out Notice, an “Opt-Out Stockholder”) to one hundred fifty percent (150%) of the said amount and commencing as Company requesting that such Opt-Out Stockholder not receive notice from the first sale Company of Petroleum produced any proposed Underwritten Offering; provided, however, that such Opt-Out Stockholder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a Piggyback Opt-Out Notice from an Opt-Out Stockholder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Opt-Out Stockholder pursuant to this Section 2.2(a) and saved from such Opt-Out Stockholder shall no longer be entitled to participate in Underwritten Offerings by the Contract AreaCompany pursuant to this Section 2.2(a). 16.8 At the time of its acceptance of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2.

Participation. 16.1 PERTAMINA If at any time during the period beginning on the date that the Effectiveness Period commences and ending four years after such date (as such period may be extended pursuant to Section 2.01(a) or 2.01(b), the “Registration Rights Period”), the Partnership proposes to file (including as a result of the exercise of registration rights by a holder other than a Holder) (i) a shelf registration statement other than the Shelf Registration Statement, (ii) a prospectus supplement to an effective shelf registration statement, other than the Shelf Registration Statement, and Holders could be included without the filing of a post-effective amendment thereto (other than a post-effective amendment that is immediately effective), or (iii) a registration statement, other than a shelf registration statement, in the case of each of clause (i), (ii) or (iii), for the sale of Common Units in an Underwritten Offering for its own account and/or another Person, then as soon as practicable but not less than ten Business Days (or one Business Day in the case of an Overnight Underwritten Offering or similar “bought deal”) prior to the filing of (A) any preliminary prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act, (B) the prospectus supplement relating to such Underwritten Offering pursuant to Rule 424(b) under the Securities Act (if no preliminary prospectus supplement is used) or (C) such registration statement, as the case may be (an “Underwritten Offering Filing”), then the Partnership shall give written notice of such proposed Underwritten Offering (a “Piggyback Offering”) to the Partnership Unitholders and such notice shall offer the Holders the opportunity to include in such Underwritten Offering such number of Partnership Common Units (the “Included Registrable Securities”) as each such Holder may request in writing; provided, however, that if the Partnership has been advised by the Managing Underwriter in writing that the inclusion of Registrable Securities for sale for the benefit of the Selling Holders is likely to have a material adverse effect on the price, timing or distribution of the Common Units in the Underwritten Offering, then the amount of Registrable Securities to be offered for the accounts of Selling Holders shall be determined based on the provisions of Section 2.02(b). The notice required to be provided in this Section 2.02(a) to the Partnership Unitholders (the “Piggyback Notice”) shall be provided on a Business Day pursuant to Section 3.01. Promptly upon receipt of the Piggyback Notice, the Partnership Unitholders shall notify the other Holders (if any) of the opportunity to include in the Underwritten Offering such number of Partnership Common Units as each such Holder may request in writing. Each Holder shall then have five Business Days (or one Business Day in the case of an Overnight Underwritten Offering or similar “bought deal”) after the date on which the Partnership Unitholders received the Piggyback Notice to request inclusion of Registrable Securities in the Underwritten Offering. If no request for inclusion from a Holder is received within such period, such Holder shall have no further right to participate in such Underwritten Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing thereof, the Board of Directors of the Partnership GP shall determine for any reason not to undertake or to delay such Underwritten Offering, the Partnership GP may, at its election, give written notice of such determination to the Selling Holders and, (x) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (y) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to demand from CONTRACTOR that a ten percent (10%) undivided interest withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in the total rights and obligations under this Contract be offered to either itself or a limited liability company to be designated such offering by PERTAMINA the shareholders of which shall be Indonesian Nationals (both hereinafter called "The Indonesian Participant"). 16.2 The right referred to in clause 16.1 shall lapse unless exercised by PERTAMINA not later than three (3) months after CONTRACTOR's notification by registered letter to PERTAMINA of its first discovery of Petroleum in the Contract Area, which in the judgment of CONTRACTOR after consultation with PERTAMINA can be produced commercially. PERTAMINA shall make its demand known to CONTRACTOR by a registered letter. 16.3 CONTRACTOR shall make its offer by registered letter giving written notice to the Indonesian Participant within one (1) month after receipt Partnership of PERTAMINA's registered letter referred to in clause 16.2. CONTRACTOR's letter shall be accompanied by a copy of this Contract and a draft Operating Agreement embodying the manner in which CONTRACTOR and the Indonesian Participant shall cooperate. The main principles of the draft Operating Agreement are contained in Exhibit "D" to this Contract. 16.4 The offer by CONTRACTOR to the Indonesian Participant shall be effective for a period of six (6) months. If the Indonesian Participant has not accepted this offer by registered letter to CONTRACTOR within the said period, CONTRACTOR shall be released from the obligation referred to in this Section XVI. 16.5 In the event of acceptance by the Indonesian Participant of CONTRACTOR's offer, the Indonesian Participant shall be deemed to have acquired the undivided interest on the date of CONTRACTOR's notification to PERTAMINA referred to in clause 16.2. 16.6 For the acquisition of a ten percent (10%) undivided interest in the total of the rights and obligations arising out of this Contract, the Indonesian Participant shall reimburse CONTRACTOR an amount equal to ten percent (10%) of the sum of Operating Costs which CONTRACTOR has incurred for and on behalf of its activities in the Contract Area such withdrawal up to the date of CONTRACTOR's notification to PERTAMINA mentioned in clause 16.2, ten percent (10%) of the compensation paid to PERTAMINA for information referred to in clause 8.1 of this Contract and ten percent (10%) of the amount referred to in clause 8.2 of this Contract. 16.7 At the option of the Indonesian Participant the said amount shall be reimbursed: 16.7.1 Either by a transfer of cash equal to the said amount by the Indonesian Participant within three (3) months after the date of its acceptance of CONTRACTOR's offer referred to in clause 16.3., to CONTRACTOR's account with a banking institution to be designated by it, in the currency in which the relevant costs have been financed; or 16.7.2 by way of a "payment out of production" of fifty percent (50%) of the Indonesian Participant's production entitlements under this Contract valued in the manner as described in Section VII of this Contract, equal in total to one hundred fifty percent (150%) of the said amount and commencing as from the first sale of Petroleum produced and saved from the Contract Area. 16.8 At including the time of its acceptance pricing of CONTRACTOR's offer the Indonesian Participant shall state whether it wishes to reimburse in cash or out of production in the manner indicated under clauses 16.7ol and 16.7.2such Underwritten Offering.