exv4w5





Exhibit 4.5



     This Warrant and any shares acquired upon the exercise of this Warrant have not been
registered under the Securities Act of 1933, as amended, and may not be sold or transferred in the
absence of such registration or an exemption therefrom under such Act and any applicable state
securities laws.



     This Warrant is issued pursuant to the Warrant Purchase Agreement dated as of October 28, 2010
and if any provision of this Warrant is found to conflict with such Warrant Purchase Agreement, the
provisions of such Warrant Purchase Agreement shall prevail.



No. W-3



HARVEST NATURAL RESOURCES, INC.



COMMON STOCK PURCHASE WARRANT



     Harvest Natural Resources, Inc., a Delaware corporation (together with any corporation which
shall succeed to or assume the obligations of Harvest Natural Resources, Inc. hereunder, the
“Company”), hereby certifies that, for value received, MSD Energy Investments Private II,
LLC (the “Investor”), or its assigns, is entitled, subject to the terms set forth below, to
purchase from the Company at any time during the Exercise Period (as defined in Section 12 hereof)
up to 4,400,000 fully paid and non-assessable shares of Common Stock (as defined in Section 12
hereof), at a purchase price per share equal to the Exercise Price (as defined in Section 12
hereof). The number of shares of Common Stock for which this Warrant is exercisable and the
Exercise Price are subject to adjustment as provided herein.



     This Warrant is issued pursuant to the Warrant Purchase Agreement (as amended and in effect
from time to time, the “Warrant Purchase Agreement”), dated as of October
28, 2010, between the Company and the initial purchaser named therein, a copy of which is on file
at the principal office of the Company. The holder of this Warrant shall be entitled to all of the
benefits and shall be subject to all of the obligations of the Warrant Purchase Agreement.


1. DEFINITIONS. Terms defined in the Warrant Purchase Agreement and not otherwise
defined herein are used herein with the meanings so defined. Certain terms are used in this
Warrant as specifically defined in Section 12 hereof.



2. EXERCISE OF WARRANT.




     2.1. Exercise. This Warrant may be exercised prior to its expiration pursuant to
Section 2.5 hereof by the holder hereof at any time or from time to time during the Exercise
Period, by surrender of this Warrant, with the form of subscription attached hereto duly executed
by such holder, to the Company at its principal office, indicating such holder’s election to
exercise this Warrant as to a specified number of shares pursuant to the net exercise provisions of
Section 2.2. This Warrant shall be deemed exercised for all purposes as of the close of business
on the day on which the holder has delivered this Warrant and the subscription form to the Company,
regardless of when the Company issues the certificates evidencing the shares issuable upon such
exercise. In the event the Warrant is not exercised in full, the Company, at its expense, will forthwith issue and
deliver to or



 









 




upon the order of the holder hereof a new Warrant or Warrants of like tenor, in the
name of the holder hereof or as such holder (upon payment by such holder of any applicable transfer
taxes) may request, calling in the aggregate on the face or faces thereof for the number of shares
of Common Stock equal (without giving effect to any adjustment therein) to the number of such
shares called for on the face of this Warrant minus the number of such shares (without giving
effect to any adjustment therein) for which this Warrant shall have been exercised.




     2.2. Net Exercise. The holder may elect to exercise this Warrant at any time or
from time to time, by receiving shares of Common Stock equal to the number of shares determined
pursuant to the following formula:



	 	 	 	 	 	 	 	 	 

	 

	 	X
	 	=
	 	Y (A - B)
 

A
	 	 






     where,




	 	X = 	 	the number of shares of Common Stock to be issued to Holder;
	 
	 	Y = 	 	the number of shares of Common Stock as to which this Warrant is to be
exercised (as indicated on the subscription form);
	 
	 	A = 	 	the closing price on the Principal Market of the Common Stock calculated as
of the Trading Day immediately preceding the date of exercise; and
	 
	 	B = 	 	the Exercise Price.





     2.3. Antitrust Notification. If the holder of this Warrant determines, in its
sole judgment upon the advice of counsel, that an exercise of this Warrant pursuant to the terms
hereof would be subject to the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the “HSR Act”), the Company shall, within seven (7) business days after
receiving notice from such holder of the applicability of the HSR Act, file with the United States
Federal Trade Commission (the “FTC”) and the United States Department of Justice (the
“DOJ”) the notification and report form and any supplemental information required to be
filed by it pursuant to the HSR Act in connection with the exercise of this Warrant. Any such
notification and report form and supplemental information will be in full compliance with the
requirements of the HSR Act. The Company will furnish to such holder promptly (but in no event
more than five (5) business days) such information and assistance as such holder may reasonably
request in connection with the preparation of any filing or submission required to be filed by such
holder under the HSR Act. The Company shall respond promptly after receiving any inquiries or
requests for additional information from the FTC or the DOJ (and in no event more than three (3)
business days after receipt of such inquiry or request). The Company shall keep such holder
apprised periodically and at such holder’s request of the status of any communications with, and
any inquiries or requests for additional information from, the FTC or the DOJ. The Company shall
bear all filing or other fees required to be paid by the Company and such holder (or the “ultimate
parent entity” of such holder, if any) under the HSR Act or any other applicable law in connection
with such filings and all costs and expenses (including, without limitation, attorneys’ fees and
expenses) incurred by the Company and such holder in connection with the preparation of such
filings and responses to inquiries or requests. In the event that this Section 2.3 is applicable
to any exercise of this Warrant, the purchase by such holder of the Exercise Shares subject to such
exercise, and the payment by such holder of the Exercise Price therefor, shall be subject to the
expiration or earlier termination of the waiting period under the HSR Act (with the
exercise date of this Warrant being deemed to be the date immediately following the date of such
expiration or early termination).



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     2.4. Termination. This Warrant shall terminate upon the earlier to occur of (i)
exercise in full or (ii) the expiration of the Exercise Period.


3. REGISTRATION RIGHTS. The holder of this Warrant has certain rights to
require the Company to register the Warrant Shares under the Securities Act and any blue sky or
securities laws of any jurisdictions within the United States at the time and in the manner
specified in the Warrant Purchase Agreement.



4. DELIVERY OF STOCK CERTIFICATES ON EXERCISE.
As soon as practicable after any exercise of this Warrant and in any event within three (3) Trading
Days thereafter, the Company shall, at its expense (including the payment by it of any applicable
issue or stamp taxes), cause to be issued in the name of and delivered to the holder, or as the
holder may direct, a certificate or certificates evidencing the number of fully paid and
nonassessable shares of Common Stock (or Other Securities, as applicable) (which number shall be
rounded up to the nearest whole share in the event any fractional share may otherwise be issuable
upon such exercise) to which the holder shall be entitled on such exercise, in such denominations
as may be requested by the holder, which certificate or certificates shall be free of restrictive
and trading legends (except for any such legends as may be required under the Securities Act). In
lieu of delivering physical certificates for the shares of Common Stock (or Other Securities)
issuable upon any exercise of this Warrant, provided the Company’s transfer agent is participating
in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”)
program or a similar program, upon request of the holder, the Company shall use commercially
reasonable efforts to cause its transfer agent to electronically transmit such shares of Common
Stock (or Other Securities) issuable upon exercise of this Warrant to the holder (or its designee),
by crediting the account of the holder’s (or such designee’s) broker with DTC through its Deposit
Withdrawal Agent Commission system (provided that the same time periods herein as for stock
certificates shall apply) as instructed by the holder (or its designee).



5. ADJUSTMENT FOR DIVIDENDS, DISTRIBUTIONS AND
RECLASSIFICATIONS.




     5.1. Distribution of Assets; Spin-Off. If the Company shall declare or make any
dividend or other distribution of its assets (or rights to acquire its assets) to holders of Common
Stock, by way of return of capital or otherwise (including, without limitation, any distribution of
cash, stock or other securities, property or options by way of a Spin-Off, dividend,
reclassification, corporate rearrangement or other similar transaction, but excluding cash
dividends adjustments in respect of which are provided for in Section 5.2 hereof and excluding
stock dividends or stock splits adjustments in respect of which are provided for in Section 7
hereof) (a “Distribution”), at any time after the issuance of this Warrant, then, in each
such case:



          (a) (i) the Exercise Price in effect immediately prior to the close of business on the
record date fixed for the determination of holders of Common Stock entitled to receive the
Distribution shall be reduced, effective as of the close of business on such record date, to a
price determined by multiplying such Exercise Price by a fraction of which:




          (A) the numerator shall be the Market Price of the Common Stock on the Trading Day
immediately preceding such record date minus the Fair Market Value of the Distribution
applicable to one share of Common Stock, and



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          (B) the denominator shall be the Market Price of the Common Stock on the Trading
Day immediately preceding such record date;


and (ii) the number of Exercise Shares obtainable upon exercise of this Warrant shall be increased
to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to
the close of business on the record date fixed for the determination of holders of Common Stock
entitled to receive the Distribution multiplied by the reciprocal of the fraction
set forth in the immediately preceding clause (i) of this Section 5.1(a); and




          (b) Notwithstanding the provisions of the foregoing clause (a), in the event of a Spin-Off
in which the Distribution is of common stock of a subsidiary of the Company, then (i) the Exercise
Price in effect immediately prior to the close of business on the record date fixed for the
determination of holders of Common Stock entitled to receive such Distribution shall be reduced,
effective as of the close of business on such record date, to a price determined by multiplying
such Exercise Price by a fraction of which:




          (A) the numerator shall be the Market Price of the Common Stock on the Trading Day
immediately preceding such record date minus the Fair Market Value of the Distribution
applicable to one share of Common Stock, and




          (B) the denominator shall be the Market Price of the Common Stock on the Trading
Day immediately preceding such record date;


and (ii) the number of Exercise Shares obtainable upon exercise of this Warrant shall be increased
to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to
the close of business on the record date fixed for the determination of holders of Common Stock
entitled to receive such Distribution multiplied by the reciprocal of the fraction set forth in the
immediately preceding clause (i) of this Section 5.1(b); and (iii) the holder of this Warrant shall
receive an additional warrant to purchase common stock of such company, the terms of which shall be
identical to those of this Warrant, except that such warrant shall be exercisable into the number
of shares of common stock of such company that would have been issuable or distributed to the
holder of this Warrant pursuant to the Distribution had the holder exercised this Warrant for cash
for the full number of shares of Common Stock on the face of this Warrant (notwithstanding the
requirement that this Warrant be exercised pursuant to the net exercise provisions of Section 2.2)
immediately prior to such record date and with an exercise price equal to the amount by which the
Exercise Price of this Warrant was decreased with respect to the Distribution pursuant to the terms
of the preceding clause (i) of this Section 5.1(b).




     5.2. Cash Dividends. In case at any time or from time to time, the holders of Common
Stock shall have received, or (on or after the record date fixed for the determination of
shareholders eligible to receive) shall have become entitled to receive, any cash dividend or
distribution, then (a) the Exercise Price in effect immediately prior to the close of business on
the record date fixed for the determination of holders of Common Stock entitled to receive such
cash dividend or distribution
shall be reduced, effective as of the close of business on such record date, to a price determined
by multiplying such Exercise Price by a fraction of which:



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          (i) the numerator shall be the Market Price of the Common Stock on the Trading Day
immediately preceding such record date minus the amount of the cash dividend or
distribution applicable to one share of Common Stock, and




          (ii) the denominator shall be the Market Price of the Common Stock on the Trading
Day immediately preceding such record date;


and (b) the number of Exercise Shares obtainable upon exercise of this Warrant shall be increased
to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to
the close of business on the record date fixed for the determination of holders of Common Stock
entitled to receive such cash dividend or distribution multiplied by the reciprocal
of the fraction set forth in the immediately preceding clause (a) of this Section 5.2.




     5.3. Other Events. If any event occurs of the type contemplated by the provisions of
this Section 5 but not expressly provided for by such provisions (including, without limitation,
the granting of stock appreciation rights, phantom stock rights or other rights with equity
features, or any stock repurchase or buyback), then the Company’s Board of Directors, acting in
good faith and consistent with their fiduciary duties, shall make an appropriate adjustment in the
Exercise Price and the number of shares of Common Stock obtainable upon exercise of this Warrant so
as to protect the rights of the holders of the Warrant.




	6.	 	ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION,
MERGER, ETC.





     6.1. Certain Adjustments. In case at any time or from time to time, the
Company shall (i) effect a capital reorganization, reclassification or recapitalization, (ii)
consolidate with or merge into any other person, or (iii) transfer all or substantially all of its
properties or assets to any other person under any plan or arrangement contemplating the
dissolution of the Company, then in each such case, this Warrant shall thereafter be exercisable
for the same kind and amounts of securities (including shares of stock) or other assets, or both,
which were issuable or distributable to the holders of outstanding Common Stock upon such
reorganization, reclassification, recapitalization, consolidation, merger or transfer, in respect
of that number of shares of Common Stock for which this Warrant could have been exercised
immediately prior to such reorganization, reclassification, recapitalization, consolidation, merger
or transfer; and, in any such case, appropriate adjustments (as determined in good faith by the
Board of Directors of the Company) shall be made to assure that the provisions set forth herein
shall thereafter be applicable, as nearly as reasonably may be practicable, in relation to any
securities or other assets thereafter deliverable upon the exercise of this Warrant.



     6.2. Continuation of Terms. Upon any reorganization, consolidation,
merger or transfer (and any dissolution following any transfer) referred to in this Section 6, this
Warrant shall continue in full force and effect and the terms hereof shall be applicable to the
shares of stock and other securities and property receivable on the exercise of this Warrant after
the consummation of such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and shall be binding upon the issuer
of any such stock or other securities, including, in the case of any such transfer, the person
acquiring all or substantially all of
the properties or assets of the Company, whether or not such person shall have expressly assumed
the terms of this Warrant as provided in Section 8 hereof.



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	7.	 	ADJUSTMENTS FOR ISSUANCE OF COMMON STOCK
AND AMOUNT OF OUTSTANDING COMMON STOCK.





     7.1. General. If at any time there shall occur any stock split, stock dividend,
reverse stock split or other subdivision of the Company’s Common Stock (“Stock
Event”), then the number of shares of Common Stock to be received by the holder of this
Warrant shall be appropriately adjusted such that the proportion of the number of shares issuable
hereunder to the total number of shares of the Company (on a fully diluted basis) prior to such
Stock Event is equal to the proportion of the number of shares issuable hereunder after such Stock
Event to the total number of shares of the Company (on a fully-diluted basis) after such Stock
Event. The Exercise Price shall be proportionately decreased or increased upon the occurrence of
any Stock Event; provided that in no event will the Exercise Price be less than the par
value of the Common Stock.



     7.2. Other Securities. In case any Other Securities shall have been
issued, or shall then be subject to issue upon the conversion or exchange of any stock (or Other
Securities) of the Company (or any other issuer of Other Securities or any other entity referred to
in Section 6 hereof) or to subscription, purchase or other acquisition pursuant to any rights or
options granted by the Company (or such other issuer or entity), the holder hereof shall be
entitled to receive upon exercise hereof such amount of Other Securities (in lieu of or in addition
to Common Stock) as is determined in accordance with the terms hereof, treating all references to
Common Stock herein as references to Other Securities to the extent applicable, and the
computations, adjustments and readjustments provided for in this Section 7 with respect to the
number of shares of Common Stock issuable upon exercise of this Warrant shall be made as nearly as
possible in the manner so provided and applied to determine the amount of Other Securities from
time to time receivable on the exercise of the Warrant, so as to provide the holder of the Warrant
with the benefits intended by this Section 7 and the other provisions of this Warrant.



     7.3. Adjustments for Dilutive
and Other Events.



     (a) Issuance of Additional Shares of
Common Stock. If at any time on or after the Bridge
Date, the Company shall issue any Additional Shares of Common Stock (including Additional Shares of
Common Stock deemed to be issued pursuant to Section 7.3(b) below), at a price per share (the
“Offering Price”) which is lower than the Reference Price on the date of such
issuance, then the number of shares of Common Stock to be received by the holder of this Warrant
upon the exercise hereof shall be adjusted to that number determined by multiplying (a) the number
of shares of Common Stock purchasable hereunder immediately prior thereto by (b) a fraction (i) the
numerator of which shall be the sum of (A) the number of shares of Common Stock Deemed Outstanding
immediately prior to the issuance of such shares of Common Stock plus (B) the number of shares of
Common Stock issued in the subject transaction and (ii) the denominator of which shall be an amount
equal to the sum of (x) the number of shares of Common Stock Deemed Outstanding immediately prior
to the issuance of such shares of Common Stock plus (y) the quotient of (1) the Offering
Price multiplied by the number of shares of Common Stock so issued by the Company,
divided by (2) the Reference Price in effect immediately prior to the issuance of
such shares. The provisions of this Section 7.3 shall not apply to (i) any issuance of additional
Common Stock for which an adjustment is provided under Section 7.1 hereof, (ii) any issuance of
Additional Shares of Common Stock the proceeds of which are immediately used for the repayment of all obligations of the
Company under the Credit Agreement, and (iii) )(A) the issuance of Common Stock upon the exercise
of options outstanding on the date hereof and (B) the issuance of options after the date hereof for
the purchase of



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up to 1,169,848 shares (subject to adjustments for stock splits, reverse stock
splits, combinations and similar events) of Common Stock, and the issuance of Common Stock upon the
exercise of such options, pursuant to the Company’s 2001 Long Term Stock Incentive Plan, the
Harvest Natural Resources 2004 Long Term Incentive Plan, the Harvest Natural Resources 2006 Long
Term Incentive Plan and the Harvest Natural Resources 2010 Long-Term Incentive Plan (collectively,
the “Excluded Options”). When any adjustment is required to be made to the number of
shares hereunder pursuant to this Section 7.3(a), the Exercise Price shall be reduced to a price
(calculated to the nearest cent) as is equal to the quotient obtained by dividing (x) the product
of the Exercise Price multiplied by the number of shares of Common Stock issuable upon
exercise of this Warrant, in each case as in effect immediately before such adjustment, by (y) the
number of shares of Common Stock issuable upon exercise of this Warrant immediately after giving
effect to such adjustment.




     (b) 
Issue of Options and Convertible Securities Deemed Issue of Additional Shares of
Common Stock. If the Company at any time or from time to time on or after the Bridge Date shall
issue any Options (other than Excluded Options) or Convertible Securities, then the maximum number
of shares of Common Stock (as set forth in the instrument relating thereto without regard to any
provision contained therein for a subsequent adjustment of such number) issuable upon the exercise
of such Options or, in the case of Convertible Securities and Options therefor, the conversion or
exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock
issued as of the time of such issue, or, in case a record date shall have been fixed for such
issuance, as of the close of business on such record date, provided that Additional Shares
of Common Stock shall not be deemed to have been issued unless the consideration per share
(determined pursuant to Section 7.3(c) below) of such Additional Shares of Common Stock would be
less than the Reference Price in effect on the date of and immediately prior to such issue, or such
record date, as the case may be, and provided further that in any such case in which Additional
Shares of Common Stock are deemed to be issued (i) no further adjustment in the number of shares of
Common Stock for which this Warrant is exerciseable shall be made upon the subsequent issue of
Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or
exchange of such Convertible Securities, and (ii) upon the expiration or termination of any
unexercised Option, the number of shares of Common Stock for which this Warrant is then
exerciseable shall be readjusted, and the Additional Shares of Common Stock deemed issued as the
result of the original issue of such Option shall not be deemed issued for the purpose of such
readjustment; provided, however, that with respect to any Options or Convertible
Securities issued by the Company for which there is a subsequent adjustment which increases the
number of shares of Common Stock issuable upon conversion or exercise of such Options or
Convertible Securities or an adjustment which decreases the exercise price or conversion price of
such Options or Convertible Securities, then an adjustment to the number of shares of Common Stock
for which this Warrant is exerciseable shall be made under this Section 7.3 upon any such
adjustment to such Options or Convertible Securities as if such Options or Convertible Securities
were deemed to have been cancelled and reissued.



     (c) 
Determination of Consideration. For purposes of this Section 7.3, the consideration
received by the Company for the issue of any Additional Shares of Common Stock shall be computed as
follows:



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     (i) Cash and Property: Such consideration shall:




     (A) insofar as it consists of cash, be equal to the total cash received by
the Company, excluding amounts paid or payable for accrued interest or accrued
dividends;




     (B) insofar as it consists of property other than cash, be computed at the
Fair Market Value thereof at the time of such issue determined as provided below;
and




     (C) in the event Additional Shares of Common Stock are issued together with
other shares or securities or other assets of the Company for consideration which
covers both, be the proportion of such consideration so received that is allocated
to such Additional Shares of Common Stock, computed as provided in or pursuant to
clauses (A) and (B) above.




If the Company shall issue (or shall be deemed to issue) Additional Shares of
Common Stock for no consideration, such Additional Shares of Common Stock shall be
deemed to have been issued for consideration equal to $.01 per share.




     (ii) Options and Convertible Securities. The consideration per share received by
the Company for Additional Shares of Common Stock deemed to have been issued pursuant to
Section 7.3(b), relating to Options and Convertible Securities, shall be determined by
dividing




     (A) the total amount, if any, received or receivable by the Company as
consideration for the issue of such Options or Convertible Securities, plus
the minimum aggregate amount of additional consideration (as set forth in the
instruments relating thereto, without regard to any provision contained therein for
a subsequent adjustment of such consideration) payable to the Company upon the
exercise of such Options or the conversion or exchange of such Convertible
Securities, or in the case of Options for Convertible Securities, the exercise of
such Options for Convertible Securities and the conversion or exchange of such
Convertible Securities, by




     (B) the maximum number of shares of Common Stock (as set forth in the
instruments relating thereto, without regard to any provision contained therein for
a subsequent adjustment of such number) issuable upon the exercise of such Options
or the conversion or exchange of such Convertible Securities.


8. NO DILUTION OR IMPAIRMENT. The Company will not, by
amendment of its Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other voluntary action,
avoid or seek to avoid the observance or performance of any of the terms of the Warrant, but will
at all times in good faith assist in the
carrying out of all such terms and in taking all such action as may be necessary or appropriate in
order to protect the rights of the holder of the Warrant against dilution. Without limiting the
generality of the foregoing, the Company (i) will not increase the par value of any shares of stock
receivable on the exercise of the Warrant above the amount payable therefor on such exercise, (ii)
will take all such action as may be necessary or appropriate in order that the Company may validly
and legally issue fully paid and non-assessable shares of stock on the exercise of the Warrant from
time to time outstanding, and (iii) subject to Section 14, will not transfer all or substantially
all of its






-8-









 







properties and assets to any other entity (corporate or otherwise), or consolidate with
or merge into any other entity or permit any such entity to consolidate with or merge with the
Company (if the Company is not the surviving entity), unless such other entity shall expressly
assume in writing and will be bound by all the terms of this Warrant and the Warrant Purchase
Agreement.



9. CERTIFICATE AS TO ADJUSTMENTS. In each case of any event
that may require any adjustment or readjustment in the shares of Common Stock issuable on the
exercise of this Warrant, the Company at its expense will promptly prepare a certificate setting
forth such adjustment or readjustment, or stating the reasons why no adjustment or readjustment is
being made, and showing, in detail, the facts upon which any such adjustment or readjustment is
based, including a statement of (i) the number of shares of Common Stock Deemed Outstanding, and
(ii) the number of shares of Common Stock to be received upon exercise of this Warrant, in effect
immediately prior to such adjustment or readjustment and as adjusted and readjusted (if required by
Section 7) on account thereof. The Company will forthwith mail a copy of each such certificate to
each holder of a Warrant, and will, on the written request at any time of any holder of a Warrant,
furnish to such holder a like certificate setting forth the calculations used to determine such
adjustment or readjustment.



10. NOTICES OF RECORD DATE. In the event of:





     (a) any taking by the Company of a record of the holders of any class of
securities for the purpose of determining the holders thereof who are entitled to receive
any dividend or other distribution, or any right to subscribe for, purchase or otherwise
acquire any shares of stock of any class or any other securities or property, or to receive
any other right; or




     (b) any capital reorganization of the Company, any reclassification or
recapitalization of the capital stock of the Company or any transfer of all or
substantially all the assets of the Company to or any consolidation or merger of the
Company with or into any other Person or any other Fundamental Change; or




     (c) any voluntary or involuntary dissolution, liquidation or winding-up of the
Company,




     (d) any proposed issue or grant by the Company of any shares of stock of any class
or any other securities, or any right or option to subscribe for, purchase or otherwise
acquire any shares of stock of any class or any other securities (other than any issuance
or grant to which Section 7.3 hereof does not apply);


then, and in each such event, the Company will mail or cause to be mailed to the holder of this
Warrant a notice specifying (i) the date on which any such record is to be taken for the purpose of
such dividend, distribution or right, and stating the amount and character of such dividend,
distribution or right, (ii) the date on which any such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or winding-up is
anticipated to take place, and the time, if any is to be fixed, as of which the holders of record
of Common Stock (or Other Securities) shall be entitled to exchange their shares of Common Stock
(or Other Securities) for securities or other property deliverable on such reorganization,
reclassification, recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding-up and (iii) the amount and






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character of any such stock or other such securities, or rights
or options with respect thereto, proposed to be issued or granted, the date of such proposed issue
or grant and the persons or class of persons to whom such proposed issue or grant is to be offered
or made. Such notice shall be mailed at least thirty (30) days prior to the date specified in such
notice on which any such action is to be taken.



11. RESERVATION OF STOCK ISSUABLE ON EXERCISE
OF WARRANT. The Company will at all times reserve and keep available, solely for
issuance and delivery on the exercise of this Warrant, a number of shares of Common Stock equal to
the total number of shares of Common Stock from time to time issuable upon exercise of this
Warrant, and, from time to time, will take all steps necessary to amend its Certificate of
Incorporation to provide sufficient reserves of shares of Common Stock issuable upon exercise of
this Warrant.



12. DEFINITIONS. As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:




     
Additional Shares of Common Stock means all shares of Common Stock issued (or, pursuant to
Section 7.3(b) hereof, deemed to be issued) by the Company after the date hereof, including without
limitation any treasury shares sold or otherwise transferred by the Company, but excluding shares
of Common Stock issued or issuable by reason of a dividend, stock split, split-up or other
distribution on shares of Common Stock for which an adjustment is made pursuant to Section 7.1
hereof, but excluding shares of Common Stock issued or issuable upon exercise of any Excluded
Options.



     Appraisal Procedure means a procedure whereby two independent appraisers, one chosen
by the Company and one by the holder (or if there is more than one holder, a majority in interest
of holders), shall mutually agree upon the determinations then the subject of appraisal. Each
party shall deliver a notice to the other appointing its appraiser within 15 days after the
Appraisal Procedure is invoked. If within 30 days after appointment of the two appraisers they are
unable to agree upon the amount in question, a third independent appraiser shall be chosen within
10 days thereafter by the mutual consent of such first two appraisers or, if such first two
appraisers fail to agree upon the appointment of a third appraiser, such appointment shall be made
by the American Arbitration Association, or any organization successor thereto, from a panel of
arbitrators having experience in the appraisal of the subject matter to be appraised. The decision
of the third appraiser so appointed and chosen shall be given within 30 days after the selection of
such third appraiser. If three appraisers shall be appointed and the determination of one appraiser
is disparate from the middle determination by more than twice the amount by which the other
determination is disparate from the middle determination, then the determination of such appraiser
shall be excluded, the remaining two determinations shall be averaged and such average shall be
binding and conclusive on the Company and the holder; otherwise, the average of all three
determinations shall be binding and conclusive on
the Company and the holder. The costs of conducting any Appraisal Procedure shall be borne by the
holder requesting such Appraisal Procedure, except (A) the fees and expenses of the appraiser
appointed by the Company and any other costs incurred by the Company shall be borne by the Company
and (B) if such Appraisal Procedure shall result in a determination that is disparate by 5% or more
from the Company’s initial determination, all costs of conducting such Appraisal Procedure shall be
borne by the Company.



     Bridge Date shall have the meaning assigned to such term in the Credit Agreement.



-10-









 





     Common Stock means (i) the Company’s Common Stock, $.01 par value per share,
(ii) any other capital stock of any class or classes (however designated) of the Company, the
holders of which shall have the right, without limitation as to amount, either to all or to a share
of the balance of current dividends and liquidating dividends after the payment of dividends and
distributions on any shares entitled to preference, and (iii) any other securities into which or
for which any of the securities described in clauses (i), or (ii) above have been converted or
exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or
otherwise.



     
Common Stock Deemed Outstanding means, at any given time, the number of shares of Common Stock
actually outstanding at such time, plus the number of shares of Common Stock issuable at such time
upon conversion of any Convertible Securities and Options (other than this Warrant and any other
warrants issued under the Warrant Purchase Agreement) then outstanding to the extent such
Convertible Security or Option is (i) convertible, exercisable or exchangeable at such time and
(ii) convertible, exercisable or exchangeable at a price that is less than the Fair Market Value of
a share of Common Stock issuable upon such conversion, exercise or exchange at such time.



     
Convertible Securities means any evidences of Indebtedness, shares (other than Common Stock)
or other securities directly or indirectly convertible into or exchangeable for Common Stock.



     Exercise Period means the period commencing on the Bridge Date and ending on the fifth
anniversary of the Bridge Date.



     Exercise Price means a purchase price per share equal to the lower of $15.00 or 120%
of the average closing bid price, as reported by Bloomberg Financial Markets, on the Principal
Market of the Common Stock for the twenty (20) consecutive Trading Days immediately preceding the
Bridge Date.



     Exercise Shares means the shares of Common Stock for which this Warrant is then being
exercised.



     Fair Market Value means, with respect to any security or other property, the fair
market value of such security or other property as determined by the Board of Directors, acting in
good faith. If the holder does not accept the Board of Director’s calculation of fair market value
and the holder and the Company are unable to agree on fair market value, the Appraisal Procedure
shall be used to determine Fair Market Value.



     Fundamental Change means the occurrence of one of the following:



     (i) a “person” or “group” within the meaning of Section 13(d) of the Exchange Act files a
Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or
group has become the direct or indirect ultimate beneficial owner of common equity of the Company
representing more than 50% of the voting power of the outstanding Common Stock;



     (ii) consummation of any consolidation or merger of the Company or similar transaction or any
sale, lease or other transfer in one transaction or a series of transactions of all or
substantially all of the consolidated assets of the Company and its subsidiaries, taken as a whole,
to any person , in each case pursuant to which the Common Stock will be converted into cash,
securities or other property, other than pursuant to a transaction in which the persons that
beneficially owned, directly or indirectly, voting shares of the Company immediately prior to such
transaction beneficially own,



-11-









 




directly or indirectly, voting shares representing a majority of the
total voting power of all outstanding classes of voting shares of the continuing or surviving
Person immediately after the transaction; or




     (iii) the Company’s stockholders approve and adopt a plan of liquidation or dissolution of the
Company or a sale of all or substantially all of the Company’s assets.



     Market Price means, with respect to the Common Stock, on any given day, the closing
sale price or, if no closing sale price is reported, the last reported sale price of the shares of
the Common Stock on the New York Stock Exchange on such date. If the Common Stock is not traded on
the New York Stock Exchange on any date of determination, the Market Price of the Common Stock on
such date of determination means the closing sale price as reported in the composite transactions
for the principal U.S. national or regional securities exchange on which the Common Stock is so
listed or quoted, or, if no closing sale price is reported, the last reported sale price on the
principal U.S. national or regional securities exchange on which the Common Stock is so listed or
quoted, or if the Common Stock is not so listed or quoted on a U.S. national or regional securities
exchange, the last quoted bid price for the Common Stock in the over-the-counter market as reported
by Pink Sheets LLC or similar organization, or, if that bid price is not available, the market
price of the Common Stock on that date as determined by a nationally recognized independent
investment banking firm retained by the Company for this purpose.



     Option means any rights, options or warrants to subscribe for, purchase or otherwise
acquire Common Stock or Convertible Securities.



     Other Securities refers to any stock (other than Common Stock) and other
securities of the Company or any other entity (corporate or otherwise) (i) which the holder of this
Warrant at any time shall be entitled to receive, or shall have received, on the exercise of this
Warrant, in lieu of or in addition to Common Stock, or (ii) which at any time shall be issuable or
shall have been issued in exchange for or in replacement of Common Stock or Other Securities, in
each case pursuant to Section 5 or 6 hereof.



     Preliminary Fundamental Change means, with respect to the Company, (A) the execution
of a definitive agreement for a transaction or (B) the recommendation that stockholders tender in
response to a tender or exchange offer, in the case of both (A) and (B), that would reasonably be
expected to result in a Fundamental Change.



     Principal Market means, at any time, the securities exchange, quotation system or
over-the-counter trading facility on which the Common Stock is then principally traded or quoted at
such time.



     Reference Price means, on any date of determination, the greater of (i) the
Market Price per share as of such date and (ii) the Exercise Price.



     Spin-Off means a transaction in which the Company spins off or otherwise divests
itself of a part of its business or operations or disposes all or a part of its assets in a
transaction in which the Company does not receive compensation for such business, operations or
assets, but causes securities of a subsidiary of the Company or another entity to be distributed or
otherwise issued to security holders of the Company,



-12-









 





     Trading Day means, at any time, a day on which the Principal Market is open for the
general trading or quotation of securities and the Common Stock is traded or quoted thereon without
suspension or interruption.


13. LIMITATION ON BENEFICIAL OWNERSHIP. Notwithstanding the foregoing, the holder
shall not be entitled to receive shares of Common Stock upon exercise of this Warrant to the extent
(but only to the extent) that such receipt would cause the holder to become, directly or
indirectly, a “beneficial owner” (within the meaning of Section 13(d) of the Exchange Act and the
rules and regulations promulgated thereunder) of a number of shares of Common Stock which exceeds
the Maximum Percentage of the shares of Common Stock outstanding at such time. This limitation on
beneficial ownership shall be terminated (i) upon 61 days’ notice to the Company by the holder or
(ii) immediately on the date that is 30 days prior to the expiration of the Exercise Period. Any
purported delivery of shares of Common Stock upon exercise of this Warrant shall be void and have
no effect to the extent (but only to the extent) that such delivery would result in the holder
becoming the beneficial owner of more than the Maximum Percentage of the shares of Common Stock
outstanding at such time. If any delivery of shares of Common Stock owed to the holder upon
exercise of this Warrant is not made, in whole or in part, as a result of this limitation, the
Company’s obligation to make such delivery shall not be extinguished and the Company shall deliver
such shares of Common Stock as promptly as practicable after the holder gives notice to the Company
that such delivery would not result in such limitation being triggered. For purposes of this
Section 13, (a) the term “Maximum Percentage” shall mean initially 5%; provided,
that if at any time after the date hereof the Holder Group beneficially owns in excess of 5% of the
outstanding shares of Common Stock (excluding any shares issuable under this Warrant and any other
convertible security including a similar limitation), then the Maximum Percentage shall
automatically increase to 10% so long as the Holder Group owns in excess of 5% of the outstanding
shares of Common Stock (excluding any shares issuable under this Warrant and any other convertible
security including a similar limitation), and (b) the term “Holder Group” shall mean the
holder of this Warrant plus any other person with which such holder is considered to be part of a
group under Section 13 of the Exchange Act or with which such holder otherwise files reports under
Sections 13 and/or 16 of the Exchange Act. The limitations in this Section 13 shall not have an
effect on any calculation or payment due to the Holder of this Warrant pursuant to Section 14
hereof.



14. FUNDAMENTAL CHANGE. Upon the occurrence of a Fundamental Change, the Company
shall, upon the consummation of such Fundamental Change, repurchase all of this Warrant at the
higher of (i) the Fair Market Value of the Warrant and (ii) a valuation based on a computation of
the option value of the Warrant using Black-Scholes calculation methods and making the assumptions
described in the Black-Scholes methodology described in Exhibit A. Payment of such
purchase price by the Company to the holder of this Warrant shall be due in cash upon the
occurrence of the Fundamental Change. The fact that this Warrant can only be exercised on a
cashless net exercise basis as provided in Section 2.2 shall not have any effect on any calculation or payment due to the
Holder of this Warrant pursuant to this Section 14. Any such calculation or payment shall assume
that this Warrant may be exercised either for cash or on a cashless basis, at the Holder’s
election. The Company agrees that it will not take any action resulting in a Preliminary
Fundamental Change or a Fundamental Change in the absence of definitive documentation providing for
such repurchase of the Warrant pursuant to this Section 14.



15. WARRANT AGENT. The Company may, by written notice to the holder of this
Warrant, appoint an agent for the purpose of issuing Common Stock on the exercise of this Warrant
pursuant to




-13-









 







Section 2 hereof, and exchanging or replacing this Warrant pursuant to the Warrant
Purchase Agreement, or any of the foregoing, and thereafter any such issuance, exchange or
replacement, as the case may be, shall be made at such office by such agent.



16. REMEDIES. The Company stipulates that the remedies at law of the holder of this
Warrant in the event of any default or threatened default by the Company in the performance of or
compliance with any of the terms of this Warrant are not and will not be adequate, and that such
terms may be specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms hereof or otherwise.



17. NOTICES. All notices and other communications from the Company to the holder of
this Warrant shall be mailed by first class registered or certified mail, postage prepaid, or sent
by overnight courier (or sent in the form of a telex or telecopy) at such address as may have been
furnished to the Company in writing by such holder or, until any such holder furnishes to the
Company an address, then to, and at the address of, the last holder of this Warrant who has so
furnished an address to the Company.



18. MISCELLANEOUS. In case any provision of this Warrant shall be invalid, illegal or
unenforceable, or partially invalid, illegal or unenforceable, the provision shall be enforced to
the extent, if any, that it may legally be enforced and the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby. This Warrant and
any term hereof may be changed, waived, discharged or terminated only by a statement in writing
signed by the party against which enforcement of such change, waiver, discharge or termination is
sought. This Warrant shall be governed by and construed in accordance with the domestic
substantive laws (and not the conflict of law rules) of the State of New York. The headings in
this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the
terms hereof. Notwithstanding anything contained herein to the contrary, any calculation or
analysis under this Warrant shall assume that this Warrant may be exercised either for cash or on a
cashless net exercise basis, at the Holder’s election, notwithstanding that this Warrant may only
be exercised on a cashless basis pursuant to the net exercise provisions set forth in Section 2.2.







-14-









 








     IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized
officer.


Dated as of October 28, 2010




	 	 	 	 	 
	 	HARVEST NATURAL RESOURCES, INC.

 	 
	 	By:  	/s/ James A. Edmiston
 	 
	 	 	Name:  	James A. Edmiston 	 
	 	 	Title:  	President and Chief Executive Officer 	 



-15-









 






	 	 	 	 	 



FORM OF SUBSCRIPTION




(To be signed only on exercise

of Common Stock Purchase Warrant)




	 	 	TO: Harvest Natural Resources, Inc.





     1. The undersigned Holder of the attached Warrant hereby elects to exercise its purchase
right under such Warrant to purchase shares of Common Stock of Harvest Natural Resources, Inc., a
Delaware corporation (the “Company”), with respect to                    shares of Common Stock
pursuant to the net exercise provisions specified in Section 2.2 of the Warrant.



     2. Please issue a stock certificate or certificates representing the appropriate number of
shares of Common Stock in the name of the undersigned or in such other name(s) as is specified
below:



	 	 	 	 	 

	Name:
	 	 	 	 
	 

	 	 

	 	 
	Address:
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	 

	 	 

	 	 
	TIN:
	 	 	 	 
	 

	 	 

	 	 








	 	 	 	 	 

	 

	 	Dated:	 	 
	 

	 	 	 	 
	 

(Signature must conform exactly to name of Holder 

as specified on the face of the Warrant)



	 	 	 	 






-16-









 






FORM OF ASSIGNMENT

(To be signed only on transfer of Warrant)




     For value received, the undersigned hereby sells, assigns, and transfers unto                    the
right represented by the within Warrant to purchase                 shares of Common Stock of
Harvest Natural Resources, Inc., a Delaware corporation, to which the within Warrant relates, and
appoints                                        attorney to transfer such right on the books of Harvest Natural Resources,
Inc., with full power of substitution in the premises.



	 	 	 	 	 
	 	[insert name of Holder]

 	 
	Dated:                 
          	By:  	 	 
	 	 	Title: 	 
	 
	 	 	[insert address of Holder] 	 
	 



	 	 	 	 	 

	Signed in the presence of:
	 	 	 	 
	 
	 	 	 	 
	 	 	 





-17-









 






EXHIBIT A




Black-Scholes Assumptions


For the purpose of this Exhibit A:




     “Acquiror” means (A) the third party that has entered into definitive document for a
transaction, or (B) the offeror in the event of a tender or exchange offer, which could reasonably
result in a Fundamental Change upon consummation.



	 	 	 	 	 	 	 

	Underlying Security 

Price:

	 	 	 	•
	 	In the event of a merger or acquisition, (A) in the event of an “all
cash” deal, the cash per share offered to the Company’s stockholders by the
Acquiror; (B) in the event of an “all stock” deal, (1) in the event of a fixed
exchange ratio transaction, the product of (i) the average of the Market Price
of the Acquiror’s common stock for the ten trading day period ending on the day
preceding the date of the Preliminary Fundamental Change and (ii) the number of
Acquiror’s shares being offered for one share of Common Stock and (2) in the
event of a fixed value transaction, the value offered by the Acquiror for one
share of Common Stock; (C) in the event of a transaction contemplating various
forms of consideration for each share of Common Stock, the cash portion, if any,
shall be valued as clause (A) above and the stock portion shall be valued as
clause (B) above and any other forms of consideration shall be valued by the
Board of Directors of the Company in good faith, without applying any discounts
to such consideration.
	 
	 	 	 	 	 	 
	 

	 	 	 	•
	 	In the event of all other Fundamental Change events, the average of the
Market Price of the Common Stock for the ten trading day period beginning on the
date of the Preliminary Fundamental Change.
	 
	Exercise Price:	 	The Exercise Price as adjusted and then in effect for the Warrant.
	 
	 	 	 	 	 	 
	Dividend Rate:	 	The Company’s annualized dividend yield as of the date of the Preliminary
Fundamental Change in the event of a Fundamental Change (the “Reference Date”).
	 
	 	 	 	 	 	 
	Interest Rate:	 	The applicable U.S. 5 year treasury note risk free rate as of the Reference Date.
	 
	 	 	 	 	 	 
	Model Type:	 	Black-Scholes
	 
	 	 	 	 	 	 
	Exercise Type:	 	American
	 
	 	 	 	 	 	 
	Put or Call:	 	Call
	 
	 	 	 	 	 	 
	Trade Date:	 	The Reference Date
	 
	 	 	 	 	 	 
	Expiration Date:	 	The expiration of the Exercise Period
	 
	 	 	 	 	 	 
	Settle Date:	 	The Reference Date plus one business day
	 
	 	 	 	 	 	 
	Exercise Delay:	 	0
	 
	 	 	 	 	 	 
	Volatility:	 	The average daily volatility over the previous six months for the Common Stock
as listed by Bloomberg L.P., as of the Reference Date





Such valuation of the Warrant based on the Black-Scholes methodology shall not be discounted in any
way. If the holder disputes such Black-Scholes valuation pursuant to this Exhibit A as calculated
by the Company, the Company and the holder will choose a mutually-agreeable firm to compute the
valuation of the Warrant using the guidelines above, and such valuation shall be final. The fees
and expenses of such firm shall be borne equally by the Company and the holder. In the event that
a new warrant is issued by a company in a Spin-Off from the Company pursuant to Section 5.1(b) of
the Warrant, references in this Exhibit A to such spun-off company’s “Dividend Rate” and
“Volatility” shall refer those of the Company unless at the time of such measurement, such spun-off
company has been trading in the public markets for at least 6 months.