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Exhibit 4.1    
  


WARREN RESOURCES, INC.  


 REGISTRATION RIGHTS AGREEMENT  


        REGISTRATION RIGHTS AGREEMENT (this "Agreement"), made as of December 12, 2002, by and between Warren
Resources, Inc., a Delaware corporation (the "Company"), and those Persons listed on the Schedule of Investors  attached hereto (the "Investors"). 



        The
Company and the Investors are parties to Convertible Preferred Stock Subscription Agreements which are being accepted and closed by the Company the date hereof (the
"Subscription Agreements"). In order to induce each of the Investors to enter into the Subscription Agreements, the Company has agreed to provide
certain registration rights as set forth in this Agreement. The execution, delivery and continued effectiveness of this Agreement is a condition to each Closing under the Subscription Agreements.
Unless otherwise provided in this Agreement, capitalized terms used herein shall have the meanings set forth in Section 8 hereof. 



        NOW,
THEREFORE, in consideration of the mutual representations, warranties, covenants and undertakings contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 


        1.    Demand Registrations.    


        (a)    Requests for Registration.    Commencing six months after the completion by the Company of an Initial
Public Offering of its equity securities, the holders of at least 50% of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable
Securities on Form S-1 or any similar long-form registration (a "Long-Form Registration"), and the holders of
at least 50% of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-2 or S-3 or
any similar short-form registration (excluding
Registration Statements on Forms S-8 and S-4) (a "Short-Form Registration") if available for use by the
Company. Any registration requested pursuant to this Section 1(a) is referred to herein as a "Demand Registration." The request for a Demand
Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten (10) days after
receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall include in such registration all Registrable
Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice, subject, however, to
Section 1(d) hereof. 


        (b)    Long-Form Registration.    The holders of Registrable Securities shall be entitled to
request one (1) Long-Form Registrations in which the Company shall pay all Registration Expenses ("Company-Paid Long-Form
Registration"). A registration shall not count as the permitted Company-Paid Long-Form Registration until it has become effective (unless such
Company-Paid Long-Form Registration has not become effective due solely to the fault of the holders requesting such registration). The
Long-Form Registrations shall be an underwritten registration. 


        (c)    Short-Form Registration.    In addition to the Long-Form Registration
provided pursuant to Section 1(b), the holders of Registrable Securities shall be entitled to request an unlimited number of Short Form Registrations in which the Company shall pay all
Registration Expenses. Demand Registrations shall be Short-Form Registrations whenever the Company is permitted to use any applicable short form. After the Company has become
subject to the reporting requirements of the Securities Exchange Act, the Company shall use its best efforts to make Short-Form Registrations on Form S-3 (or any
appropriate successor form) available for the sale of Registrable Securities. 


        (d)    Priority on Demand Registrations.    The Company shall not include in any Demand Registration any securities
which are not Registrable Securities without the prior written consent of the holders of at least a majority of the Registrable Securities initially requesting such registration. If a 





 




Demand Registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities and, if permitted hereunder,
other securities requested to be included in such offering exceeds the number of Registrable Securities and other securities, if any, which can be sold in an orderly manner in such offering within a
price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration, the Company shall include in such registration only the number of Registrable
Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the acceptable price range of such offering, pro rata among the respective holders
thereof on the basis of the amount of Registrable Securities owned by each such holder. Any Persons other than holders of Registrable Securities who participate in Demand Registrations which are not
at the Company's expense must pay their share of the Registration Expenses as provided in Section 5 hereof. 


        2.    Piggyback Registrations.    


        (a)    Right to Piggyback.    Commencing six months after the completion by the Company of an Initial Public
Offering of its equity securities, the holders of at least 50% of the Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities
whenever the Company proposes to register any of its securities under the Securities Act (other than pursuant to a Demand Registration or under a Registration Statement on Form S-8
or S-4) and the registration form to be used may be used for the registration of Registrable Securities (a "Piggyback Registration"). The
Company shall give written notice as soon as reasonably practicable to all holders of Registrable Securities of its intention to effect such a registration and shall include in such registration all
Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company's notice. 



        (b)    Piggyback Expenses.    The Registration Expenses of the holders of Registrable Securities in connection with
any Piggyback Registration shall be paid by the Company. 


        (c)    Priority on Primary Registrations.    If a Piggyback Registration is an underwritten primary registration on
behalf of the Company, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such registration exceeds the number which
can be sold in an orderly manner in such offering within a price range acceptable to the Company and the holders of a majority of Registrable Securities requested to be included in such registration,
the Company shall include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested to be included in such
registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be
included in such registration. 


        (d)    Priority on Secondary Registrations.    If a Piggyback Registration is an underwritten secondary registration
on behalf of other holders of the Company's securities, and the managing underwriters advise the Company in writing that in their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Company and the holders of a majority of Registrable Securities requested
to be included in such registration, except to the extent that an existing holder of the Company's securities has a priority right to registration in an underwritten secondary offering, the Company
shall include in such registration the securities requested to be included therein by the other holders requesting such registration and the Registrable Securities requested to be included in such
registration, pro rata among the holders of such securities on the basis of the number of securities owned by each such holder. 


        (e)    Other Registrations.    If the Company has previously filed a registration statement with respect to
Registrable Securities pursuant to Section 1 or pursuant to this Section 2, and if such previous registration has not been withdrawn or abandoned, the Company shall not file or cause to
be effected any other registration of any of its equity securities or securities convertible or exchangeable into or 


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exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of
such securities, until a period of at least 90 days has elapsed from the effective date of such previous registration. 



        3.    Company Holdback Agreement.    The Company (i) shall not effect any public sale or distribution of its
equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 90-day period beginning on the
effective date of any underwritten Demand Registration or any underwritten Piggyback Registration in which Registrable Securities are included (except as part of such underwritten registration or
pursuant to registrations on Form S-8 or any successor form), unless the underwriters managing the registered public offering otherwise agree, and (ii) shall cause each
holder of its equity securities, or any securities convertible into or exchangeable or exercisable for its equity securities, purchased from the Company at any time after the date of this Agreement
(other than in a registered public offering) to agree not to effect any public sale or distribution (including sales pursuant to Rule 144) of any such securities during such period (except as
part of such underwritten registration, if otherwise permitted), unless the underwriters managing the registered public offering otherwise agree. 


        4.    Registration Procedures.    Whenever the holders of Registrable Securities have requested that any Registrable
Securities be registered pursuant to this Agreement, the Company shall use its best efforts to effect the registration and the sale of such Registrable Securities in accordance with the intended
method of disposition thereof, and pursuant thereto the Company shall as expeditiously as reasonably possible: 


        (a)  prepare
and file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and use its best efforts to cause such
registration statement to become effective (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to the counsel
selected by the holders of a majority of the Registrable Securities covered by such registration statement copies of all such documents proposed to be filed, which documents shall be subject to the
review and comment of such counsel); 


        (b)  notify
each holder of Registrable Securities included therein of the effectiveness of each registration statement filed hereunder and prepare and file with the
Securities and Exchange Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration
statement effective for a period of not less than 180 days and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration
statement during such period in accordance with the intended methods of disposition by the sellers thereof set forth in such registration statement; 


        (c)  furnish
to each seller of Registrable Securities such number of copies of such registration statement, each amendment and supplement thereto, the prospectus included in
such registration statement
(including each preliminary prospectus) and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such seller; 


        (d)  use
its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably
requests and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities
owned by such seller (provided that the Company shall not be required to (i) qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify but for
this Subsection, (ii) subject itself to taxation in any such jurisdiction or (iii) consent to general service of process in any such jurisdiction); 


        (e)  notify
each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening
of any event as a result 


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of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, at the
request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus
shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; 



        (f)    cause
all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed and, if not so listed,
to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure designation of all such Registrable Securities covered by such
registration statement as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure NASDAQ
authorization for such Registrable Securities and, without limiting the generality of the foregoing, use its best efforts to arrange for at least two (2) market makers to register as such with
respect to such Registrable Securities with the NASD; 


        (g)  provide
a transfer agent and registrar for all such Registrable Securities not later than the effective date of such registration statement; 


        (h)  enter
into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the
Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; 



        (i)    make
available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any
attorney, accountant or other agent or
adviser retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees
and independent accountants to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or other agent or adviser in connection with such registration
statement; 


        (j)    otherwise
use its best efforts to comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders,
as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first day of the Company's first full calendar quarter after the
effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder; 


        (k)  permit
any holder of Registrable Securities which holder, in its sole and exclusive judgment, might be deemed to be an underwriter or a controlling person of the
Company, to participate in the preparation of such registration or comparable statement and to require the insertion therein of material, furnished to the Company in writing, which in the reasonable
judgment of such holder and its counsel should be included; and 



        (l)    in
the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related
prospectus or suspending the qualification of any equity securities included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the
withdrawal of such order. 


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        5.    Registration Expenses.    


        (a)  All
expenses incident to the Company's performance of or compliance with this Agreement, including without limitation all registration and filing fees, fees and expenses
of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, fees and disbursements of custodians, and fees and disbursements of counsel for the Company and all
independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company (all such expenses being herein called "Registration Expenses"),
shall be borne as provided in this Agreement, except that the Company shall, in any event, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and
employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the securities to be
registered on each securities exchange on which similar securities issued by the Company are then listed or on the NASD automated quotation system. Any underwriting discounts or commissions payable to
any underwriters in connection with an underwritten offering shall be borne by the selling shareholder of the Registrable Securities. 


        6.    Indemnification    


        (a)  The
Company agrees to indemnify, to the extent permitted by law, each holder of Registrable Securities and its officers, directors, partners, managers, members and such
other Persons who control such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of
material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by, contained in or omitted from any information furnished in writing to
the Company by such holder expressly for use therein or by such holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the
Company has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Company shall indemnify such underwriters, their officers, directors,
partners, managers, members and such other Persons who control such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of
the holders of Registrable Securities. 


        (b)  In
connection with any registration statement in which a holder of Registrable Securities is participating, each such holder shall furnish to the Company in writing such
information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, shall indemnify the Company,
its directors, officers, and such other Persons who control the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any
untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained
in or omitted from any information or affidavit so furnished in writing by such holder; provided that the obligation to indemnify shall be individual, not joint and several, for each holder and shall
be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement. 


        (c)  Any
Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks
indemnification (provided that the failure to give prompt notice shall not impair any Person's right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party)
and (ii) unless in such indemnified party's 


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reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim
with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party
without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay
the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict
of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. 


        (d)  The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party
or any officer, director, partner, manager, member or a controlling Person of such indemnified party and shall survive the transfer of securities. The Company also agrees to make such provisions, as
are reasonably requested by any indemnified party, for contribution to such party in the event the Company's indemnification is unavailable for any reason. 


        7.    Participation in Underwritten Registrations.    No Person may participate in any registration hereunder which is
underwritten unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to
approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such
underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the
underwriters (other than representations and warranties regarding such holder and such holder's
intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof. 


        8.    Definitions.    



        (a)  "Initial Public Offering" means the sale in an underwritten public offering registered under the Securities Act of the
Company's Common Stock for at least $15 million of gross proceeds. 


        (b)  "Registrable Securities" means (i) any Common Stock issued upon the conversion of any Series A 8%
Cumulative Convertible Preferred issued pursuant to the Subscription Agreements, (ii) any Common Stock issued or issuable with respect to any Series A 8% Cumulative Convertible Preferred
issued pursuant to the Subscription Agreements, or Common Stock issued upon conversion thereof, by way of a stock dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization, (iii) any Common Stock issued upon the conversion of any Series A 8% Convertible Preferred or other securities issued or
issuable by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization, (iv) any Common Stock issued
upon the exercise of any warrant issued and sold pursuant to the Subscription Agreements, or (v) any other shares of Common Stock held by Persons holding securities described in clauses
(i) to (iv), inclusive, above. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when they have been (A) distributed to the public
pursuant to an offering registered under the Securities Act, (B) sold to the public through a broker, dealer or market maker in compliance with Rule 144 under the Securities Act (or any
similar rule then in force), (C) otherwise ceased to be Restricted Securities (as defined in the Subscription Agreements) or (D) repurchased by the Company or any Subsidiary;  provided that any
securities which cease to be Restricted Securities solely because they have become eligible for transfer pursuant to Rule 144
(or any similar rule then in force) or have had new certificates issued for them without any Securities Act legend shall not cease to be Registrable Securities until they have actually 


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been sold to the public in compliance with Rule 144 (or such similar rule then in force). For purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities, and
the Registrable Securities shall be deemed to be in existence, whenever such Person has the right to acquire directly or indirectly such Registrable Securities (upon conversion or exercise in
connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected,
and such Person shall be entitled to exercise the rights of a holder of Registrable Securities hereunder. 


        9.    Miscellaneous.    



        (a)    No Inconsistent Agreements.    The Company shall not hereafter enter into any agreement with respect to its
securities which is inconsistent with or violates the rights granted to the holders of Registrable Securities in this Agreement. 


        (b)    Adjustments Affecting Registrable Securities.    The Company shall not take any action, or permit any change to
occur, with respect to its securities which would adversely affect the ability of the holders of Registrable Securities to include such Registrable Securities in a registration undertaken pursuant to
this Agreement or which would adversely affect the marketability of such Registrable Securities in any such registration (including, without limitation, effecting a stock split or a combination of
shares) without the consent of a majority of all holders of Registrable Securities. 


        (c)    Remedies.    Any Person having rights under any provision of this Agreement shall be entitled to enforce such
rights specifically to recover damages caused by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. The parties hereto agree and acknowledge that
money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply to any court of law or equity of competent
jurisdiction (without posting any bond or other security) for specific performance and for other injunctive relief in order to enforce or prevent violation of the provisions of this Agreement. 


        (d)    Amendments and Waivers.    Except as otherwise provided herein, the provisions of this Agreement may be amended
or waived only upon the prior written consent of the Company and holders of at least 50% of the Registrable Securities. 


        (e)    Successors and Assigns.    All covenants and agreements in this Agreement by or on behalf of any of the parties
hereto shall bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not. In addition, whether or not any express assignment has been made,
the provisions of this Agreement which are for the benefit of purchasers or holders of Registrable Securities are also for the benefit of, and enforceable by, any subsequent holder of Registrable
Securities. 


        (f)    Severability.    Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent
of such prohibition or invalidity, without invalidating the remainder of this Agreement. 


        (g)    Counterparts.    This Agreement may be executed simultaneously in two or more counterparts, any one of which
need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same Agreement. 



        (h)    Descriptive Headings.    The descriptive headings of this Agreement are inserted for convenience only and do
not constitute a part of this Agreement. 


        (i)    Governing Law.    The corporate law of the State of Delaware shall govern all issues and questions concerning
the relative rights of the Company and its stockholders. All other issues and questions concerning the construction, validity, interpretation and enforcement of this Agreement and the exhibits and
schedules hereto shall be governed by, and construed in accordance with, the laws of 


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the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application
of the laws of any jurisdiction other than the State of Delaware. 


        (j)    Notices.    All notices, demands or other communications to be given or delivered under or by reason of the
provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient, sent to the recipient by reputable overnight courier service
(charges prepaid) or mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid. Such notices, demands and other communications shall be sent to the intended
Investor at the address for such Investor indicated on the Schedule of Investors and to the Company at the address indicated below: 






Warren
Resources, Inc.

32nd Floor

489 Fifth Avenue

New York, New York 10017 







or
to such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party. 


        IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 



	

 	
 	

WARREN RESOURCES, INC.
	

 	
 	

By:	
 	

/s/  NORMAN F. SWANTON      
 Norman F. Swanton,

Chairman and Chief Executive Officer




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Exhibit 4.1