exv4w1



 





Exhibit 4.1




	 	 	 
	COMMON STOCK

	 	COMMON STOCK
	$.01 PAR VALUE

	 	$.01 PAR VALUE






HARVEST NATURAL RESOURCES, INC.




	 	 	 
	NUMBER

	 	SHARES
	 
	THIS CERTIFICATE IS TRANSFERABLE 

IN NEW YORK, NY OR 

IN SOUTH SAINT PAUL, MN
	 	 
	 
	 	 
	INCORPORATED UNDER THE LAWS 

OF THE STATE OF DELAWARE

	 	SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP 41754V 10 3






This certifies that




is the record holder of




FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK OF

Harvest Natural Resources, Inc. transferable on the books of the Corporation by the holder hereof in

person or by duly authorized attorney upon surrender of this certificate properly endorsed. This certificate is not

valid until countersigned and registered by the Transfer Agent and Registrar.




Witness the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.




DATED:




Harvest Natural Resources, Inc.

Delaware

Corporate Seal




			
	SECRETARY
	 	CHIEF EXECUTIVE OFFICER






Countersigned and Registered:

WELLS FARGO BANK, N.A.

Transfer Agent and Registrar

By:

Authorized Signature




 









 




This certificate also evidences and entitles the holder hereof to certain Rights as set forth in
the Third Amended and Restated Rights Agreement between Harvest Natural Resources, Inc. and Wells
Fargo Bank, N.A. dated August 23, 2007 (the “Rights Agreement”), the terms of which are hereby
incorporated herein by reference and a copy of which is on file at the principal executive offices
of Harvest Natural Resources, Inc. Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates and will no longer be evidenced
by this certificate. Harvest Natural Resources, Inc. will mail to the holder of this certificate a
copy of the Rights Agreement without charge after receipt of a written request therefore. Under
certain circumstances, as set forth in the Rights Agreement, Rights issued to or held by any Person
who becomes an Acquiring Person or any Affiliates or Associates thereof (as such terms are defined
in the Rights Agreement) may become null and void.




     The following abbreviations, when used in the inscription of the face of this certificate,
shall be construed as though they were written out in full according to applicable laws or
regulations:



	 	 	 	 	 	 	 	 	 	 	 
	TEN COM

	 	-
	 	As tenants in common
	 	UNIF GIFT MIN ACT
	 	-
	 	                     Custodian                     
	TEN ENT

	 	-
	 	As tenants by the entireties
	 	 	 	 	 	(Cust)
                                (Minor)
	JT TEN

	 	-
	 	As joint tenants with right of
	 	 	 	 	 	Under Uniform Gifts to Minors
	 

	 	 	 	survivorship and not as tenants
	 	 	 	 	 	Act                                                            
	 

	 	 	 	In common
	 	 	 	 	 	(State)
	 

	 	 	 	 	 	UNIF TRF MIN ACT
	 	-
	 	                    Custodian (until age                    )
	 

	 	 	 	 	 	 	 	 	 	(Cust)
	 

	 	 	 	 	 	 	 	 	 	                     under Uniform Transfers
	 

	 	 	 	 	 	 	 	 	 	(Minor)
	 

	 	 	 	 	 	 	 	 	 	To Minors Act                                         
	 

	 	 	 	 	 	 	 	 	 	(State)






Additional Abbreviations may also be sued though not in the above list.




FOR VALUE
RECEIVED,                      hereby sell assign and transfer unto




PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE




	 	 	 
	 
	(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
	 	 
	 
	 	 
	 
	 
	 	 
	 





	 	 	 
	 


	 	Shares
	of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint
	 	 






	 	 	 	 	 
	 


	 	Attorney

	to
transfer the said stock on the books of eh within named Corporation with full power of substitution in the premises.

	 	 	 	 






Dated                     




	 	 	 	 	 
	 

	 	X	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	X	 	 
	 

	 	 	 	 
	NOTICE:	 	THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE
FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY
CHANGE WHATEVER.






Signature(s) Guaranteed




	 	 	 	 	 
	By

	 	 	 	 
	 

	 	 	 	 
	THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS,

STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN

APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.	 	 





4152. “THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ISSUED PURSUANT TO THE HARVEST NATURAL
RESOURCES 2006 LONG TERM INCENTIVE PLAN (THE “PLAN”). THE PLAN DOES NOT PERMIT THE RECORD HOLDER
TO HOLD, SELL OR TRANSFER THE SHARES EXCEPT AS SET FORTH IN THE PLAN AND THE RESTRICTED STOCK
AGREEMENT BETWEEN THE COMPANY AND THE RECORD HOLDER.”