EX-4.1


 Exhibit 4.1 

EXECUTION VERSION         

FOURTH AMENDMENT TO THIRD AMENDED 

AND RESTATED RIGHTS AGREEMENT 

This Fourth Amendment to Third Amended and Restated Rights Agreement (this “Amendment”) by and between Harvest Natural
Resources, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., a California corporation (the “Rights Agent”), is made and entered into as of June 19, 2015. 

RECITALS 
 WHEREAS,
the Company and the Rights Agent are parties to the Third Amended and Restated Rights Agreement, dated as of August 23, 2007, as amended by the Amendment to Third Amended and Restated Rights Agreement, dated as of October 28, 2010, by the
Second Amendment to Third Amended and Restated Rights Agreement, dated as of February 1, 2013, and by the Third Amendment to Third Amended and Restated Rights Agreement, dated as of April 24, 2015 (as so amended, restated and further
amended, the “Rights Agreement”). 
 WHEREAS, CT Energy Holding SRL, a Barbados Society with Restricted Liability
(the “Investor”), the Company and the Subsidiary Guarantors thereto contemplate entering into a Securities Purchase Agreement (the “Purchase Agreement”), pursuant to which the Company will, among other things, sell
and issue to the Investor (i) a 15.0% non-convertible senior secured note due 2020 in the principal amount of $25,225,000 (the “Non-Convertible Note”), (ii) a 9.0% convertible senior secured note due 2020 in the principal
amount of $6,975,000 (the “Convertible Note”), (iii) a 15.0% non-convertible senior secured note due 2020 in the principal amount of up to $12,000,000 (the “Additional Draw Note,” and together with the
Non-Convertible Note and the Convertible Note, the “Notes”), (iv) a warrant (the “Warrant”) to purchase up to 34,070,820 shares of the Company’s common stock, par value $.01 per share (the “Common
Stock”), and (v) shares of the Company’s Series C preferred stock, par value $0.01 per share (the “Series C Shares”). The Notes, the Warrant, the Series C Shares and any shares of Common Stock acquired by the
Investor pursuant to the pre-emptive rights granted to the Investor pursuant to Section 6.12 of the Purchase Agreement or the open market purchase rights granted to the Investor pursuant to Section 6.13 of the Purchase Agreement are
referred to collectively as the “Investment Securities” and the purchase and sale of the Investment Securities is referred to as the “Investment.” The Board of Directors of the Company has approved the Purchase
Agreement and the Investment. 
 WHEREAS, pursuant to Section 27 of the Rights Agreement, prior to the Distribution Date (as
defined in the Rights Agreement), the Company may, and the Rights Agent shall if the Company so directs, from time to time supplement and amend the Rights Agreement. 

WHEREAS, the Board of Directors of the Company has determined that an amendment to the Rights Agreement as set forth herein is
necessary and desirable in connection with the foregoing and the Company and the Rights Agent desire to evidence such amendment in writing. 

WHEREAS, all acts and things necessary to make this Amendment a valid agreement, enforceable according to its terms, have been done and
performed, and the execution and delivery of this Amendment by the Company and the Rights Agent have been in all respects duly authorized by the Company and the Rights Agent. 






 NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the parties hereto hereby agree as follows: 
 1. Section 1 of the Rights Agreement. 

Section 1 of the Rights Agreement is hereby amended and supplemented to add the following definitions in the appropriate locations: 

“Investment Securities” means any and all of (i) the Non-Convertible Note, the Convertible Note, the Additional Draw Note, the
Series C Shares and the Warrant (each, as defined in the Purchase Agreement), (ii) the securities of the Company issued or issuable upon the conversion or exercise of the Convertible Note, the Warrant or any security of the Company into which
the Convertible Note may be converted, (iii) the Pre-emptive Shares, and (iv) the Open Market Purchase Shares. 

“Investor” means CT Energy Holding SRL, a Barbados Society with Restricted Liability, and its Affiliates and Associates. 

“Open Market Purchase Shares” means any shares of Common Stock acquired by the Investor pursuant to the open market purchase rights
granted to the Investor pursuant to Section 6.13 of the Purchase Agreement. 
 “Pre-emptive Shares” means any shares of Common
Stock acquired by the Investor pursuant to the pre-emptive rights granted to the Investor pursuant to Section 6.12 of the Purchase Agreement. 

“Purchase Agreement” means the Securities Purchase Agreement, dated as of June 19, 2015, by and between the Company, the
Subsidiary Guarantors thereto and the Investor, as it may be amended from time to time. 
 2. Section 1(a) of the Rights
Agreement. 
 The definition of “Acquiring Person” in Section 1(a) of the Rights Agreement is hereby amended and
supplemented by adding the following sentence at the end thereof: 
 “Notwithstanding anything in this Rights Agreement to the contrary,
the Investor shall not be deemed to be an Acquiring Person solely as a result of (i) the execution of the Purchase Agreement, (ii) the purchase and sale of the Investment Securities and the exercise of all rights thereunder or
(iii) the consummation of any other transaction contemplated in the Purchase Agreement. The preceding sentence shall not apply at any time the Investor acquires or holds Beneficial Ownership of Common Shares otherwise than pursuant to clauses
(i), (ii), or (iii) in the preceding sentence.” 

  
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 3. Section 1(i) of the Rights Agreement. 

The definition of “Shares Acquisition Date” in Section 1(i) of the Rights Agreement is hereby amended and supplemented by
adding the following sentence at the end thereof: 
 “Notwithstanding anything in this Rights Agreement to the contrary, a Shares
Acquisition Date shall not be deemed to have occurred solely as the result of the (i) the execution of the Purchase Agreement, (ii) the purchase and sale of the Investment Securities and the exercise of all rights thereunder or
(iii) the consummation of any other transaction contemplated in the Purchase Agreement. The preceding sentence shall not apply at any time the Investor acquires or holds Beneficial Ownership of Common Shares otherwise than pursuant to clauses
(i), (ii), or (iii) in the preceding sentence.” 
 4. Section 3(a) of the Rights Agreement. 

The definition of “Distribution Date” in Section 3(a) of the Rights Agreement is hereby amended and supplemented by adding the
following proviso immediately following the words “. . . the earlier of such dates being herein referred to as the ‘Distribution Date’” in the fourth parenthetical in subsection 3(a)(ii): 

“; provided, that notwithstanding anything in this Rights Agreement to the contrary, a Distribution Date shall not be deemed to
have occurred solely as the result of (i) the execution of the Purchase Agreement, (ii) the purchase and sale of the Investment Securities and the exercise of all rights thereunder or (iii) the consummation of any other transaction
contemplated in the Purchase Agreement; provided, further, that the preceding proviso shall not apply at any time the Investor acquires or holds Beneficial Ownership of Common Shares otherwise than pursuant to clauses (i), (ii), or
(iii) in the preceding proviso” 
 5. Section 3 of the Rights Agreement. 

Section 3 of the Rights Agreement is hereby amended and supplemented to add the following sentence at the end thereof as
Section 3(d): 
 “Nothing in this Rights Agreement shall be construed to give any holder of Rights or any other Person any legal or
equitable rights, remedies or claims under this Rights Agreement solely as the result of (i) the execution of the Purchase Agreement, (ii) the purchase and sale of the Investment Securities and the exercise of all rights thereunder or
(iii) the consummation of any other transaction contemplated in the Purchase Agreement. The preceding sentence shall not apply at any time the Investor acquires or holds Beneficial Ownership of Common Shares otherwise than pursuant to clauses
(i), (ii), or (iii) in the preceding sentence.” 
 6. Effectiveness of the Amendment. This Amendment shall be deemed
effective as of the date first written above, as if executed on such date. Except as amended hereby, the Rights Agreement shall remain in full force and effect and shall be otherwise unaffected hereby. 

  
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 7. Other Terms of the Rights Agreement. Except as otherwise provided in this Amendment,
all other terms of the Rights Agreement shall remain in full force and effect. All references in the Rights Agreement to “this Agreement” shall be read as references to the Rights Agreement, as amended by this Amendment, but references to
the date of the Rights Agreement shall remain references to August 23, 2007. 
 8. Counterparts. This Amendment may be executed
by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of a number of copies
hereof each signed by less than all, but together signed by all of the parties hereto. 
 9. Choice of Law. The parties intend that
the laws of the State of Delaware shall govern the validity of this Amendment, the construction of its terms and the interpretation of the rights and duties of the parties hereto, without regard to conflict of laws provisions. 

10. Severability. If any provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other
authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be effected, impaired or invalidated. 

11. Waiver. The Rights Agent and the Company hereby waive any notice requirement under the Rights Agreement pertaining to the matters
covered by this Amendment. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
attested, all as of the date and year first above written. 
  

													
							Harvest Natural Resources, Inc.
					
	Attest:								
					
	By:		 /s/ Keith L. Head
				By:		 /s/ James A. Edmiston

			Name:		Keith L. Head						Name:		James A. Edmiston
			Title:		Vice President, General Counsel and Corporate Secretary						Title:		President & Chief Executive Officer
					
									Wells Fargo Bank, N.A.
							
	Attest:												
					
	By:		 /s/ Martin J. Knapp
				By:		 /s/ Darcie Rummel

			Name: Martin J. Knapp						Name: Darcie Rummel
			Title: Vice President						Title: Officer

 [Signature Page to Rights Agreement Amendment]