Exhibit 4.13


 


	
  RIGHTS
  CERTIFICATE #:

  	
   

  	
  NUMBER OF
  SUBSCRIPTION RIGHTS:

  



 


THE TERMS AND CONDITIONS OF THE
RIGHTS OFFERING ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED OCTOBER 29,
2010 (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE. COPIES OF THE
PROSPECTUS ARE AVAILABLE UPON REQUEST FROM MORROW & CO., LLC, THE
INFORMATION AGENT.


 


HKN, INC.


Incorporated
under the laws of the State of Delaware


 


NON-TRANSFERABLE
SUBSCRIPTION RIGHTS CERTIFICATE


 


Evidencing Non-Transferable
Subscription Rights to Purchase Shares of Common Stock of HKN, Inc.


 


Subscription
Price:  $2.00 per Share


 


THE
SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE 5:00 P.M.,
NEW YORK CITY TIME, ON JANUARY 27, 2011, UNLESS EXTENDED BY THE COMPANY


 


REGISTERED OWNER:


 


THIS CERTIFIES THAT the registered
owner whose name is inscribed hereon is the owner of the number of
non-transferable subscription rights (“Rights”) set forth above. Each whole
Right entitles the holder thereof to subscribe for and purchase one share of
Common Stock, $.01 par value, of HKN, Inc. (“Share”) at a subscription
price of $2.00 per share (the “Subscription Right”), pursuant to a Rights
Offering (the “Rights Offering”), on the terms and subject to the conditions
set forth in the Prospectus and the “Instructions as to Use of Subscription
Rights Certificates” accompanying this Subscription Rights Certificate. The
Rights represented by the Subscription Rights Certificate may be exercised by
completing Form 1 and any other appropriate forms on the reverse side
hereof and by returning the full payment of the subscription price for each
Share in accordance with the “Instructions as to Use of HKN, Inc.
Non-Transferable Subscription Rights Certificate” that accompany this
Subscription Rights Certificate.


 


This Subscription Rights Certificate
is not valid unless countersigned by the subscription agent and registered by
the registrar.


 


Witness the seal of HKN, Inc.
and the signatures of its duly authorized officers.


 


Dated: January 13, 2011


 


	
   

  	
   

  	
   

  
	
  President
  and Chief Executive Officer

  	
   

  	
  Secretary

  



 


A-1

















 


DELIVERY OPTIONS FOR
SUBSCRIPTION RIGHTS CERTIFICATE


Delivery other than in the
manner or to the addresses listed below will not constitute valid delivery.


 




	
  If delivering by mail:

  American Stock
  Transfer & Trust Co., LLC

  Attn: Reorganization
  Department

  P.O. Box 2042

  New York, New York
  10272-2042

  	
   

  	
  If delivering by hand or
  overnight courier:

  American Stock
  Transfer & Trust Co., LLC

  Operations Center

  Attn: Reorganization Department

  6201 15th Avenue

  Brooklyn, New York 11219

  






 


PLEASE PRINT
ALL INFORMATION CLEARLY AND LEGIBLY.


 


FORM 1—EXERCISE
OF SUBSCRIPTION RIGHTS


To subscribe for shares pursuant to
your Basic Subscription Privilege, please complete lines (a) and
(c) and sign under Form 4 below. To subscribe for shares pursuant to
your Over-Subscription Privilege, please also complete line (b) and sign
under Form 4 below. To the extent you subscribe for more Shares than you
are entitled under either the Basic Subscription Privilege or the
Over-Subscription Privilege, you will be deemed to have elected to purchase the
maximum number of shares for which you are entitled to subscribe under the
Basic Subscription Privilege or Over-Subscription Privilege, as applicable.


 


(a) EXERCISE OF BASIC
SUBSCRIPTION PRIVILEGE:


 


	
  I apply for:

  	
   

  	
   

  	
   

  	
  shares x $2.00

  	
   

  	
  = $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (no. of new shares)

  	
   

  	
  (subscription price)

  	
   

  	
   

  	
  (amount enclosed)

  	
   

  



 


(b) EXERCISE OF
OVER-SUBSCRIPTION PRIVILEGE:


 


If you have exercised your Basic
Subscription Privilege in full and wish to subscribe for additional shares of
Common, pursuant to your Over-Subscription Privilege:


 


	
  I apply for:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  shares x $2.00

  	
   

  	
  = $

  	
   

  	
   

  
	
   

  	
   

  	
  (no. of new shares)

  	
   

  	
  (subscription price)

  	
   

  	
   

  	
  (amount enclosed)

  	
   

  



 


	
  (c)

  	
  Total Amount of Payment Enclosed = $

  	
   

  	
   

  	
   

  



 


METHOD OF PAYMENT (CHECK ONE):


 


	
  o

  	
  Cashier’s or certified check drawn
  on a U.S. bank.

  
	
   

  	
   

  
	
  o

  	
  Wire transfer of immediately
  available funds directly to the account maintained by American Stock
  Transfer & Trust Company, as Subscription Agent, for purposes of
  accepting subscriptions in this Rights Offering at [·], [ADDRESS], ABA #[·], Account #[·], American Stock
  Transfer & Trust Company FBO HKN, Inc., with reference to the
  rights holder’s name.

  



 


FORM 2—DELIVERY
TO DIFFERENT ADDRESS


 


If you wish for the Common Stock
underlying your subscription rights or a certificate representing unexercised
subscription rights to be delivered to an address different from that shown on
the face of this Subscription Rights


 


2

















 


Certificate, please enter the
alternate address below, sign under Form 3 and have your signature
guaranteed under Form 4.


 


FORM 3—SIGNATURE


 


TO SUBSCRIBE: I acknowledge that I
have received the Prospectus for this Rights Offering and I hereby irrevocably
subscribe for the number of shares indicated above on the terms and conditions
specified in the Prospectus.


 


	
  Signature(s)

  	
   

  	
   

  	
   

  



 


IMPORTANT: The signature(s) must
correspond with the name(s) as printed on the reverse of this Subscription
Rights Certificate in every particular, without alteration or enlargement, or
any other change whatsoever.


 


FORM 4—SIGNATURE
GUARANTEE


 


This form must be completed if you
have completed any portion of Form 2.


 


	
  Signature

  	
   

  	
   

  	
   

  
	
  Guaranteed:

  	
   

  	
   

  
	
   

  	
   

  	
  (Name of Bank or Firm)

  
	
   

  
	
  By:

  	
   

  
	
   

  	
  (Signature of Officer)

  
					



 


IMPORTANT: The signature(s) should
be guaranteed by an eligible guarantor institution (bank, stock broker, savings &
loan association or credit union) with membership in an approved signature
guarantee medallion program pursuant to Rule 17Ad-15 under the Securities
Exchange Act of 1934, as amended.


 


FOR INSTRUCTIONS ON THE USE OF HKN, INC.
SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT MORROW & CO., LLC. THE
INFORMATION AGENT, AT (800) 607-0088 or HKN.info@morrowco.com.


 


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