Exhibit  10.2


 


WARRANT

TO PURCHASE SHARES OF COMMON STOCK

OF

CUBIC ENERGY, INC.


 


THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE SHARES OF COMMON
STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE “ACT”), NOR HAS IT BEEN APPROVED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITY OF
ANY STATE.  NEITHER THESE WARRANTS NOR
ANY INTEREST THEREIN MAY BE OFFERED FOR SALE, SOLD, MORTGAGED, PLEDGED,
TRANSFERRED, HYPOTHECATED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER
THE ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL
ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.


 


	
  No. 2009-

  	
  Warrant to Purchase
             Shares

  
	
  August         ,
  2009

  	
  of Common Stock, $0.05
  Par Value Per Share

  



 


 


WARRANT
TO PURCHASE COMMON STOCK

of

CUBIC ENERGY, INC.,

a Texas corporation

Void after the date set forth in the first paragraph hereof


 


This certifies that, for
value received,
                                                      
or his registered assigns (“Holder”)
is entitled, subject to the terms set forth below, to purchase from Cubic
Energy, Inc., a Texas corporation (the “Company”),                shares of Common Stock, $0.05
par value per share, of the Company (such class of stock being referred to
herein as “Common Stock”),
as constituted on August         ,
2009 (the “Issue Date”),
upon compliance with the exercise provisions set forth in Section 1
hereof, at the price of $0.85  per
share (the “Exercise
Price”).  This Warrant
must be exercised, if at all, prior to the earlier to occur of 5:00 p.m.,
Dallas, Texas time on July 31, 2014. 
The shares of Common Stock issued or issuable upon exercise of this
Warrant are sometimes referred to as the “Warrant Shares.”  The
term “Warrants”
as used herein shall include this Warrant and any warrants delivered in
substitution or exchange therefor as provided herein.


 


Section 1.              Exercise of Warrant. 
This Warrant may be exercised at any time or from
time to time, on any business day, for all or part of the full number of
Warrant Shares during the period of time described above, by (i) delivery
of a written notice, in the form of the subscription notice attached hereto or
a reasonable facsimile thereof (the “Exercise Notice”), to the Company, of Holder’s
election to exercise all or a portion of


 

















 


this
Warrant, which notice shall specify the number of Warrant Shares to be
purchased, (ii) (A) payment to the Company of an amount equal to the
Exercise Price multiplied by the number of Warrant Shares as to which this
Warrant is being exercised (the “Aggregate Exercise Price”) in cash or delivery of a
certified check or bank draft payable to the order of the Company or wire
transfer of immediately available funds, and (iii) the surrender of this
Warrant to a common carrier for overnight delivery to the Company on the date
the Exercise Notice is delivered to the Company (or evidence of lost Warrant,
in accordance with Section 7). 
No other form of consideration shall be acceptable for the exercise of
this Warrant.  A Warrant shall be deemed
to have been exercised immediately prior to the close of business on the date
of delivery of the Exercise Notice, this Warrant and Aggregate Exercise Price
referred to in clause (ii)(A) above, and the person entitled to receive
the shares of Common Stock issuable upon such exercise shall be treated for all
purposes as the record holder of such shares as of the close of business on
such date.  As soon as practicable on or
after such date, and in any event within 10 days thereof, the Company
shall issue and deliver to the person or persons entitled to receive the same a
certificate or certificates for the number of shares of Common Stock issuable
upon such exercise.  Upon any partial
exercise, the Company will issue and deliver to Holder a new Warrant with
respect to the Warrant Shares not previously purchased.  No fractional shares of Common Stock shall be
issued upon exercise of a Warrant.  In
lieu of any fractional share to which Holder would be entitled upon exercise,
the Company shall pay cash equal to the product of such fraction multiplied by
the then current fair market value of one share of Common Stock, as determined
in good faith by the Company.


 


Section 2.              Payment
of Taxes.


 


  All shares of Common Stock issued upon the
exercise of a Warrant shall be duly authorized, validly issued and outstanding,
fully paid and non-assessable.  Holder
shall pay all taxes and other governmental charges that may be imposed in
respect of the issue or delivery thereof and any tax or other charge imposed in
connection with any transfer involved in the issue of any certificate for
shares of Common Stock in any name other than that of the registered Holder of
the Warrant surrendered in connection with the purchase of such shares, and in
such case the Company shall not be required to issue or deliver any stock
certificate until such tax or other charge has been paid or it has been
established to the Company’s satisfaction that no tax or other charge is due.


 


Section 3.              Transfer
and Exchange.


 


  Subject to the restrictions set forth in Section 10(a)(iv),
this Warrant and all rights hereunder are transferable, in whole or in
part.  This Warrant is transferable only
on the books of the Company maintained for such purpose at its principal office
by Holder in person or by duly authorized attorney, upon surrender of this
Warrant properly endorsed and upon payment of any necessary transfer tax or
other governmental charge imposed upon such transfer.


 


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Section 4.              Certain Adjustments.


 


(a)           In order to prevent dilution of the rights granted
hereunder, the Exercise Price shall be subject to adjustment from time to time
in accordance with this Section 4. 
For purposes of this Section 4, the term “Number of Common Shares Deemed
Outstanding” at any given time shall mean the number of shares
of Common Stock outstanding at such time on a fully diluted basis, including
all options, warrants and securities convertible into or exchangeable for
shares of Common Stock and, without duplication, the number of shares of the
Common Stock deemed to be outstanding under paragraphs 4(b)(1) to (9),
inclusive, at such time but excluding the issuance, from time to time of shares
of Common Stock issuable as equity-based compensation to certain of the Company’s
directors, executive officers or employees under the Company’s equity incentive
plans that have been approved by the Company’s stockholders.


 


(b)           Except as provided in Section 4(c), 4(d) or 4(e) hereof,
if and whenever after the date hereof the Company shall issue or sell, or shall
in accordance with paragraphs 4(b)(1) to (9), inclusive, be deemed to have
issued or sold any shares of its Common Stock for a consideration per share
less than the Current Market Price in effect immediately prior to the time of
such issue or sale, then forthwith upon such issue or sale (the “Triggering Transaction”),
the Exercise Price shall, subject to paragraphs (1) to (9) of this Section 4(b),
be reduced to an adjusted Exercise Price (calculated to the nearest hundredth
of a cent) determined by multiplying the Exercise Price immediately preceding
the new share issuance by a fraction:


 


(i)            the numerator of
which shall be an amount equal to the sum of (x) the Number of Common
Shares Deemed Outstanding immediately prior to such Triggering Transaction plus
(y) the quotient of the consideration, if any, received by the Company
upon consummation of the Triggering Transaction divided by the Current Market
Price immediately prior to the time of such issue or sale; and


 


(ii)           the denominator of
which shall be the Number of Common Shares Deemed Outstanding immediately prior
to such Triggering Transaction plus (y) the number of shares of Common
Stock issued (or deemed to be issued in accordance with paragraphs 4(b)(1) to
(9)) in connection with the Triggering Transaction.


 


“Current Market Price” on any date specified herein, means the average daily Market Price
during the period of the most recent 20 consecutive business days, ending on
the business day immediately prior to such date, on which the national
securities exchanges were open for trading, except that if no Common Stock is
then listed or admitted to trading on any national securities exchange or quoted
in the over-the-counter market, the Current Market Price shall be the Market
Price on such date.  “Market
Price” on any date specified herein, means the amount per share
of the Common Stock, equal to (a) the last sale price of such Common
Stock, regular way, on such date or, if no such sale takes place on such date,
the average of the closing bid and asked prices thereof on such date, in each
case as officially reported on the principal national securities exchange on
which such Common Stock is then listed or admitted to trading, or (b) if
there shall have been no trading on such date, the average of the closing bid
and asked prices of the Common Stock on such date as shown by the applicable
over-the-counter market, or (c) if


 


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such Common Stock is not then listed or admitted to
trading on any national exchange or quoted in the over-the-counter market, the
fair value thereof determined in good faith by the Board of Directors of the
Company as of a date which is within 20 days of the date as of which the
determination is to be made.


 


For
purposes of determining the adjusted Exercise Price under this Section 4(b),
the following paragraphs (1) to (9), inclusive, shall be applicable:


 


(1)           In case the Company at any time shall
in any manner grant (whether directly or by assumption in a merger or
otherwise) any rights to subscribe for or to purchase, or any options for the
purchase of, Common Stock or any stock or other securities convertible into or
exchangeable for Common Stock other than options (and the securities issued in
exercise thereof) with respect to the 3,750,000 shares of Common Stock (as
adjusted for stock splits, reverse stock splits and stock dividends) issuable
under the Company’s 2005 Stock Option Plan so long as the option price on the
initial date of grant equals or exceeds the then Current Market Price (such
rights or options being herein called “Options” and such convertible or
exchangeable stock or securities being herein called “Convertible Securities”),
whether or not such Options or the right to convert or exchange any such
Convertible Securities are immediately exercisable and the price per share for
which the Common Stock is issuable upon exercise, conversion or exchange
(determined by dividing (x) the total amount, if any, received or
receivable by the Company as consideration for the granting of such Options,
plus the minimum aggregate amount of additional consideration payable to the
Company upon the exercise of all such Options, plus, in the case of such
Options which relate to Convertible Securities, the minimum aggregate amount of
additional consideration, if any, payable upon the issue or sale of such
Convertible Securities and upon the conversion or exchange thereof, by (y) the
total maximum number of shares of Common Stock issuable upon the exercise of
such Options or the conversion or exchange of such Convertible Securities)
shall be less than the Exercise Price in effect immediately prior to the time
of the granting of such Option, then the total maximum amount of Common Stock
issuable upon the exercise of such Options or in the case of Options for
Convertible Securities, upon the conversion or exchange of such Convertible
Securities shall (as of the date of granting of such Options) be deemed to be
outstanding and to have been issued and sold by the Company for such price per
share.  No adjustment of the Exercise
Price shall be made upon the actual issue of such shares of Common Stock or
such Convertible Securities upon the exercise of such Options, except as
otherwise provided in paragraph (3) below.


 


(2)           In case the Company at any time shall
in any manner issue (whether directly or by assumption in a merger or
otherwise) or sell any Convertible Securities, whether or not the rights to
exchange or convert thereunder are immediately exercisable, and the price per
share for which Common Stock is issuable upon such conversion or exchange
(determined by dividing (x) the total amount received or receivable by the
Company as consideration for the issue or sale of such Convertible Securities,
plus the


 


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minimum aggregate amount
of additional consideration, if any, payable to the Company upon the conversion
or exchange thereof, by (y) the total maximum number of shares of Common
Stock issuable upon the conversion or exchange of all such Convertible
Securities) shall be less than the Exercise Price in effect immediately prior
to the time of such issue or sale, then the total maximum number of shares of
Common Stock issuable upon conversion or exchange of all such Convertible
Securities shall (as of the date of the issue or sale of such Convertible
Securities) be deemed to be outstanding and to have been issued and sold by the
Company for such price per share.  No
adjustment of the Exercise Price shall be made upon the actual issue of such
Common Stock upon exercise of the rights to exchange or convert under such
Convertible Securities, except as otherwise provided in paragraph (3) below.


 


(3)           If the purchase price provided for in
any Options referred to in paragraph (1), the additional consideration, if any,
payable upon the conversion or exchange of any Convertible Securities referred
to in paragraphs (1) or (2), or the rate at which any Convertible
Securities referred to in paragraphs (1) or (2) are convertible into
or exchangeable for Common Stock shall change at any time (other than under or
by reason of provisions designed to protect against dilution of the type set
forth in Section 4(d)), the Exercise Price in effect at the time of
such change shall forthwith be readjusted to the Exercise Price which would
have been in effect at such time had such Options or Convertible Securities
still outstanding provided for such changed purchase price, additional
consideration or conversion rate, as the case may be, at the time initially
granted, issued or sold.


 


(4)           On the expiration of any Option or
the termination of any right to convert or exchange any Convertible Securities,
the Exercise Price then in effect hereunder shall forthwith be increased to the
Exercise Price which would have been in effect at the time of such expiration
or termination had such Option or Convertible Securities, to the extent
outstanding immediately prior to such expiration or termination, never been
issued.


 


(5)           In case any Options shall be issued
in connection with the issue or sale of other securities of the Company,
together comprising one integral transaction in which no specific consideration
is allocated to such Options by the parties thereto, such Options shall be
deemed to have been issued without consideration.


 


(6)           In case any shares of Common Stock,
Options or Convertible Securities shall be issued or sold or deemed to have
been issued or sold for cash, the consideration received therefor shall be
deemed to be the amount received by the Company therefor.  In case any shares of Common Stock, Options
or Convertible Securities shall be issued or sold for a consideration other
than cash, the amount of the consideration other than cash received by the
Company shall be the fair value of such consideration as determined in good
faith by the Board of Directors.  In case
any shares of Common Stock, Options or Convertible Securities shall be issued
in connection with any merger in which the Company is


 


5

















 


the surviving
corporation, the amount of consideration therefor shall be deemed to be the
fair value of such portion of the net assets and business of the non-surviving
corporation as shall be attributable to such Common Stock, Options or
Convertible Securities, as the case may be as determined in good faith by the
Board of Directors.


 


(7)           The number of shares of Common Stock
outstanding at any given time shall not include shares owned or held by or for
the account of the Company, and the disposition of any shares so owned or held
shall be considered an issue or sale of Common Stock for the purpose of this Section 4(b).


 


(8)           In case the Company shall declare a
dividend or make any other distribution upon the stock of the Company payable
in Options or Convertible Securities, then in such case any Options or
Convertible Securities, as the case may be, issuable in payment of such
dividend or distribution shall be deemed to have been issued or sold without
consideration.


 


(9)           For purposes of this Section 4(b),
in case the Company shall take a record of the holders of its Common Stock for
the purpose of entitling them (x) to receive a dividend or other
distribution payable in Common Stock, Options or in Convertible Securities, or (y) to
subscribe for or purchase Common Stock, Options or Convertible Securities, then
such record date shall be deemed to be the date of the issue or sale of the
shares of Common Stock deemed to have been issued or sold upon the declaration
of such dividend or the making of such other distribution or the date of the
granting of such right or subscription or purchase, as the case may be.


 


(c)           In the event the Company shall declare a dividend upon the
Common Stock (other than a dividend payable in Common Stock) payable otherwise
than out of earnings or earned surplus, determined in accordance with generally
accepted accounting principles, including the making of appropriate deductions
for minority interests, if any, in subsidiaries (herein referred to as “Liquidating Dividends”),
then, as soon as possible after the exercise of this Warrant, the Company shall
pay to the person converting this Warrant an amount equal to the aggregate
value at the time of such exercise of all Liquidating Dividends to which such
holder would have been entitled if such holder had converted this Warrant to
Common Stock prior to the declaration of the Liquidating Dividends, at the then
applicable Exercise Price.  For the
purposes of this Section 4(c), a dividend other than in cash shall
be considered payable out of earnings or earned surplus only to the extent that
such earnings or earned surplus are charged an amount equal to the fair value
of such dividend as determined in good faith by the Board of Directors.


 


(d)           In case the Company shall at any time (i) subdivide
the outstanding Common Stock or (ii) issue a dividend on its outstanding
Common Stock payable in shares of Common Stock, the number of shares of Common
Stock issuable upon exercise of the Warrant shall be proportionately increased
by the same ratio as the subdivision or dividend (with appropriate adjustments
to the Exercise Price in effect immediately prior to such subdivision or
dividend).  In case the Company shall at
any time combine its


 


6

















 


outstanding Common Stock,
the number of shares issuable upon exercise of this Warrant immediately prior
to such combination shall be proportionately decreased by the same ratio as the
combination (with appropriate adjustments to the Exercise Price in effect
immediately prior to such combination).


 


(e)           In the event that:


 


(1)           The Company shall declare any cash
dividend upon its Common Stock, or


 


(2)           The Company shall declare any
dividend upon its Common Stock payable in stock or make any special dividend or
other distribution to the holders of its Common Stock, or


 


(3)           The Company shall offer for
subscription pro rata to the holders of its Common Stock any additional shares
of stock of any class or other rights, or


 


(4)           there shall be any capital
reorganization or reclassification of the capital stock of the Company,
including any subdivision or combination of its outstanding shares of Common
Stock, or consolidation or merger of the Company with, or sale of all or
substantially all of its assets to, another corporation, or


 


(5)           there shall be a voluntary or
involuntary dissolution, liquidation or winding up of the Company;


 


then, in connection with
such event, the Company shall give to the holders of this Warrant:


 


(i)            at
least 20 days prior written notice of the date on which the books of the
Company shall close or a record shall be taken for such dividend, distribution
or subscription rights or for determining rights to vote in respect of any such
reorganization, reclassification, consolidation, merger, sale, dissolution,
liquidation or winding up; and


 


(ii)           in
the case of any such reorganization, reclassification, consolidation, merger,
sale, dissolution, liquidation or winding up, at least 20 days prior written
notice of the date when the same shall take place.


 


Such notice in accordance with the foregoing
clause (i) shall also specify, in the case of any such dividend,
distribution or subscription rights, the date on which the holders of Common
Stock shall be entitled thereto, and such notice in accordance with the
foregoing clause (ii) shall also specify the date on which the holders of
Common Stock shall be entitled to exchange their Common Stock for securities or
other property deliverable upon such reorganization, reclassification,
consolidation, merger, sale, dissolution, liquidation or winding up, as the
case may be.  Each such written notice
shall be given by first class mail, postage prepaid, addressed to the holders
of this Warrant at the address of each such holder as shown on the books of the
Company.


 


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(f)            If at any time or from time to time after the date hereof
the Company shall grant, issue or sell any Options, Convertible Securities or
rights to purchase property (the “Purchase Rights”) pro rata to the record
holders of any class of Common Stock and such grants, issuances or sales do not
result in an adjustment of the Exercise Price under Section 4(b) hereof,
then each holder of a Warrant shall be entitled to acquire (within thirty (30)
days after the later to occur of the initial exercise date of such Purchase
Rights or receipt by such holder of the notice concerning Purchase Rights to
which such holder shall be entitled under Section 4(g)) upon the
terms applicable to such Purchase Rights either:


 


(iii)          the aggregate
Purchase Rights which such holder could have acquired if it had held the number
of shares of Common Stock acquirable upon exercise of the Warrant immediately
before the grant, issuance or sale of such Purchase Rights; provided that if
any Purchase Rights were distributed to holders of Common Stock without the
payment of additional consideration by such holders, corresponding Purchase
Rights shall be distributed to the holders of the Warrants as soon as possible
and it shall not be necessary for the exercising holder of the Warrants specifically
to request delivery of such rights; or


 


(iv)          in the event that
any such Purchase Rights shall have expired or shall expire prior to the end of
said 30 day period, the number of shares of Common Stock or the amount of
property which such holder could have acquired upon such exercise at the time
or times at which the Company granted, issued or sold such expired Purchase
Rights.


 


(g)           If any event occurs as to which, in the opinion of the
Board of Directors of the Company, the provisions of this Section 4
are not strictly applicable or if strictly applicable would not fairly protect
the rights of the holders of the Warrants in accordance with the essential
intent and principles of such provisions, then the Board of Directors shall
make an adjustment in the application of such provisions, in accordance with
such essential intent and principles, so as to protect such rights as
aforesaid, but in no event shall any adjustment have the effect of increasing
the Exercise Price as otherwise determined pursuant to any of the provisions of
this Section 4 except in the case of a combination of shares of a
type contemplated in Section 4(d) hereof and then in no event
to an amount larger than the Exercise Price as adjusted pursuant to Section 4(d) hereof.


 


Section 5.              Reorganization,
Reclassification, Merger, Consolidation or Disposition of Assets.  


 


If the Company shall
reorganize its capital, reclassify its capital stock, consolidate or merge with
or into another corporation or entity (where the Company is not the surviving
corporation or where there is a change in or distribution with respect to the
shares of Common Stock of the Company) or sell, transfer or otherwise dispose
of all or substantially all its property, assets or business to another
corporation or other entity (such successor or acquiring corporation or entity,
an “Acquiring Entity”),
and, pursuant to the terms of such reorganization, reclassification, merger,
consolidation or disposition of assets, common shares of the Acquiring Entity,
or any cash, shares of stock or other


 


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securities or property of
any nature whatsoever (including warrants or other subscription or purchase
rights) in addition to or in lieu of common shares of the Acquiring Entity (“Other Property”),
are to be received by or distributed to the holders of Common Stock of the
Company, then the holder of this Warrant shall have the right thereafter to
receive in lieu of the Common Stock described in Section 1, the
number of shares of common stock of the Acquiring Entity or Common Stock of the
Company, if it is the surviving corporation, and Other Property receivable upon
or as a result of such reorganization, reclassification, merger, consolidation
or disposition of assets by a holder of the number of shares of Common Stock
that the Holder of this Warrant would have owned or been entitled to receive
had Common Stock been issued to such Holder under Section 1 on full
exercise of this Warrant immediately prior to such event.  In case of any such reorganization,
reclassification, merger, consolidation or disposition of assets, the Acquiring
Entity (if other than the Company) shall expressly assume all the obligations
and liabilities of the Company hereunder, subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the board
of directors of the Company) in order to provide for adjustments of shares of
Common Stock issuable under Section 1 which shall be as nearly
equivalent as practicable to the adjustments provided for in Section 4.  For purposes of this Section 5, “common
shares of the Acquiring Entity” shall include shares or other ownership
interests of such Acquiring Entity of any class which is not preferred as to
dividends or assets over any other class of stock or other ownership interests
of such Acquiring Entity and which is not subject to redemption and shall also
include any evidences of indebtedness, shares or other securities which are
convertible into or exchangeable for any such shares or other ownership
interests, either immediately or upon the arrival of a specified date or the
happening of a specified event and any warrants or other rights to subscribe
for or purchase any such stock or other ownership interests.  The foregoing provisions of this Section 5
shall similarly apply to successive reorganizations, reclassifications,
mergers, consolidations, spin-offs, or dispositions of assets.


 


Section 6.  Certain Notices,
Etc.


 


  Whenever the Exercise Price shall be adjusted
as provided in Section 4 hereof, the Company shall forthwith file
at each office designated for the exercise of Warrants, a statement, signed by
the Chairman of the Board, the President, any Vice President or Treasurer of
the Company, showing in reasonable detail the facts requiring such adjustment
and the Exercise Price that will be effective after such adjustment.  The Company shall also cause a notice setting
forth any such adjustments to be sent by mail, first class, postage prepaid, to
each record holder of a Warrant at his or its address appearing on the stock
register.  If such notice relates to an
adjustment resulting from an event referred to in Section 4(f) hereof,
such notice shall be included as part of the notice required to be mailed and
published under the provisions of Section 4(f) hereof.


 


Section 7.              Loss
or Mutilation.


 


  Upon receipt by the Company of evidence
satisfactory to it (in the exercise of reasonable discretion) of the ownership
of and the loss, theft, destruction or mutilation of any Warrant and (in the
case of loss, theft or destruction) of indemnity satisfactory to it


 


9

















 


(in the exercise of
reasonable discretion), and (in the case of mutilation) upon surrender and
cancellation thereof, the Company will execute and deliver in lieu thereof a
new Warrant of like tenor.


 


Section 8.              Reservation
of Common Stock.


 


  The Company shall at all times reserve and
keep available out of its authorized but unissued shares of Common Stock,
solely for the purpose of effecting the exercise of the Warrant, such number of
its shares of Common Stock as shall from time to time be sufficient to effect
exercise of the Warrant; and if at any time the number of authorized but
unissued shares of Common Stock shall not be sufficient to effect such
exercise, the Company will take such corporate action as may, in the opinion of
its counsel, be necessary to increase its authorized but unissued shares of
Common Stock to such number of shares as shall be sufficient for such purpose.  Before taking any action that would cause an
adjustment reducing the Exercise Price below the then par value of the shares
of Common Stock issuable upon exercise of the Warrants, the Company will take
any corporate action that may, in the opinion of its counsel, be necessary in
order that the Company may validly and legally issue fully-paid and
nonassessable shares of such Common Stock at such adjusted exercise price.


 


Section 9.              Notices of Record Date.


 


  In the event of (i) 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 (ii) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of the Company, any
merger or consolidation of the Company with or into any other corporation
(other than a merger of a wholly owned subsidiary into the Company), or any
transfer of all or substantially all of the assets of the Company to any other
person or any voluntary or involuntary dissolution, liquidation or winding up
of the Company, the Company shall provide to the Holder, at least twenty (20)
days prior to the record date specified therein, a notice specifying (1) the
date on which any such record is to be taken for the purpose of such dividend
or distribution and a description of such dividend or distribution, (2) the
date on which any such reorganization, reclassification, transfer,
consolidation, merger, dissolution, liquidation or winding up is expected to
become effective, and (3) the date, if any, that is to be fixed, as to
when 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 upon such reorganization, reclassification,
transfer, consolidation, merger, dissolution, liquidation or winding up.


 


Section 10.            Investment Representation and
Restriction on Transfer.


 


(a)          Securities Law Requirements.


 


(v)           By its acceptance of
this Warrant, Holder hereby represents and warrants to the Company that this
Warrant and the Warrant Shares will be acquired for investment for its own
account, not as a nominee or agent, and not


 


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with
a view to the sale or distribution of any part thereof, and that it has no
present intention of selling, granting participations in or otherwise
distributing the same.  By acceptance of
this Warrant, Holder further represents and warrants that it does not have any
contract, undertaking, agreement or arrangement with any person to sell,
transfer or grant participations to any person, with respect to this Warrant or
the Warrant Shares.


 


(vi)          By its acceptance of
this Warrant, Holder understands that this Warrant is not, and the Warrant
Shares will not be, registered under the Securities Act, on the basis that the
issuance of this Warrant and the Warrant Shares are exempt from registration
under the Act pursuant to Section 4(2) thereof, and that the
Company’s reliance on such exemption is predicated on Holder’s representations
and warranties set forth herein.


 


(vii)         By its acceptance of
this Warrant, Holder understands that the Warrant and the Warrant Shares may
not be sold, transferred, or otherwise disposed of without registration under
the Act, or an exemption therefrom, and that in the absence of an effective
registration statement covering the Warrant and the Warrant Shares or an
available exemption from registration under the Act, the Warrant and the
Warrant Shares must be held indefinitely. 
In particular, Holder is aware that the Warrant and the Warrant Shares
may not be sold pursuant to Rule 144 promulgated under the Act unless all
of the conditions of Rule 144 are satisfied.  Among the conditions for use of Rule 144
are the availability of current information about the Company to the public,
prescribed holding periods which will commence only upon Holder’s payment for
the securities being sold, manner of sale restrictions, volume limitations and
certain other restrictions.  By its
acceptance of this Warrant, Holder represents and warrants that, in the absence
of an effective registration statement covering the Warrant or the Warrant
Shares, it will sell, transfer or otherwise dispose of the Warrant and the
Warrant Shares only in a manner consistent with its representations and
warranties set forth herein and then only in accordance with the provisions of Section 10(a)(iv).


 


(viii)        By its acceptance of
this Warrant, Holder agrees that in no event will it transfer or dispose of any
of the Warrants or the Warrant Shares other than pursuant to an effective
registration statement under the Act, unless and until (i) Holder shall
have notified the Company of the proposed disposition and shall have furnished
the Company with a statement of the circumstances surrounding the disposition,
and (ii) if requested by the Company, at the expense of the Holder or
transferee, it shall have furnished to the Company an opinion of counsel,
reasonably satisfactory to the Company, to the effect that such transfer may be
made without registration under the Act.


 


(ix)           Holder represents
and warrants that it is an “accredited investor” as defined in Rule 501 of
Regulation D promulgated under the Securities Act.


 


11

















 


(b)          Legends; Stop Transfer.


 


(x)            All certificates
evidencing the Warrant Shares shall bear a legend in substantially the
following form:


 


THE SECURITIES
REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR UNDER ANY STATE SECURITIES LAWS. 
THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW
TO DISTRIBUTION AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
SUCH SECURITIES UNDER THE SECURITIES ACT OF 1933 AND APPLICABLE STATE
SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM AND
CONTENT TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED UNDER SUCH ACT.


 


(xi)           The certificates
evidencing the Warrant Shares shall also bear any legend required by any
applicable state securities law.


 


(xii)          In addition, the
Company shall make, or cause its transfer agent to make, a notation regarding
the transfer restrictions of the Warrant and the Warrant Shares in its stock
books, and the Warrant and the Warrant Shares shall be transferred on the books
of the Company only if transferred or sold pursuant to an effective
registration statement under the Securities Act covering the same or pursuant
to and in compliance with the provisions of Section 4 and Section 10(a)(iv).


 


Section 11.            Notices.


 


  All notices and other communications from the
Company to the Holder of this Warrant shall be mailed by hand delivery, by telecopier,
by courier guaranteeing overnight delivery or by first-class mail, return
receipt requested, and shall be deemed given (i) when made, if made by
hand delivery, (ii) upon confirmation, if made by telecopier, (iii) one
(1) Business Day after being deposited with such courier, if made by
overnight courier or (iv) on the date indicated on the notice of receipt,
if made by first-class mail.


 


Section 12.            Change;
Waiver.


 


  Neither this Warrant nor any term hereof may
be changed, waived, discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of the change, waiver,
discharge or termination is sought.


 


12

















 


Section 13.            Headings.  


 


The headings in this Warrant are for purposes of
convenience in reference only, and shall not be deemed to constitute a part
hereof.


 


Section 14.            Governing
Law.  


 


This Warrant shall be construed and enforced in
accordance with and governed by the internal laws, and not the law of
conflicts, of the State of Texas.


 


	
   

  	
  CUBIC ENERGY,
  INC.,

  
	
   

  	
  a Texas corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Jon S. Ross

  
	
   

  	
   

  	
  Secretary

  



 


13

















 


SUBSCRIPTION NOTICE

(To be executed
only upon exercise of Warrant)


 


The undersigned, registered owner of this Warrant,
irrevocably exercises this Warrant and purchases
                        
of the number of shares of Common Stock, $0.05 par value per share (“Warrant Shares”), of
Cubic Energy, Inc., a Texas corporation (the “Company”), purchasable with the
attached Warrant (the “Warrant”).  Holder shall pay the sum of
$                                
to the Company in accordance with the terms of the Warrant.  Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the Warrant.


 


DATED:


 


 


	
   

  	
   

  
	
   

  	
  (Signature
  of Holder)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Street
  Address)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (City)          (State)   (Zip)

  



 

















 


FORM OF ASSIGNMENT


 


FOR
VALUE RECEIVED the undersigned, registered owner of this Warrant, hereby sells,
assigns and transfers unto the Assignee named below all of the rights of the
undersigned under the within Warrant, with respect to the number of shares of
Common Stock, $0.05 par value per share, set forth below:


 


	
  Name
  of Assignee

  	
   

  	
  Address

  	
   

  	
  No. of Shares

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


and does hereby irrevocably constitute and appoint
                                                  
                                                                                                  
Attorney to make such transfer on the books of Cubic Energy, Inc., a Texas
corporation, maintained for the purpose, with full power of substitution in the
premises.


 


DATED:


 


	
   

  	
   

  
	
   

  	
  (Signature)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (Witness)