Form of Warrant


 Exhibit 4.19 
  
 [Form of Warrant] 
  
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS, IN
RELIANCE UPON EXEMPTIONS FROM REGISTRATION FOR NON-PUBLIC OFFERINGS. THIS SECURITY MAY NOT BE SOLD OR TRANSFERRED UNLESS IT IS REGISTERED UNDER THE ACT AND UNDER APPLICABLE STATE SECURITIES LAWS OR UNLESS THERE IS AN AVAILABLE EXEMPTION FROM, OR
SUCH SALE OR TRANSFER IS IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, AS EVIDENCED BY AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER.

  
 THIS WARRANT DOES NOT REQUIRE PHYSICAL SURRENDER OF THE
WARRANT IN THE EVENT OF A PARTIAL EXERCISE. AS A RESULT, FOLLOWING ANY EXERCISE OF ANY PORTION OF THIS WARRANT, THE NUMBER OF SHARES OF COMMON STOCK FOR WHICH THIS WARRANT MAY BE EXERCISED MAY BE LESS THAN THE NUMBER OF SHARES SET FORTH BELOW.

  
 Issuance Date: May 28, 2004 

 
 HARKEN ENERGY CORPORATION 
  
 PURCHASE WARRANT 
  
 WARRANT (“WARRANT”) TO PURCHASE SHARES OF 
 COMMON STOCK, $0.01 PAR VALUE PER SHARE 
  
 This is to certify that, FOR VALUE RECEIVED,
                                    
(“Warrantholder”), is entitled to purchase, subject to the provisions of this Warrant, from HARKEN ENERGY CORPORATION, a corporation organized under the laws of Delaware (“Company”), at any time and from time to time after the
issuance hereof but not later than 5:00 P.M., Eastern time, on the second (2nd) anniversary (“Expiration
Date”) of the date on which the Registration Statement (as defined in the Registration Rights Agreement) covering the resale of the Warrant Shares is declared effective by the SEC,
                     shares (“Warrant Shares”) of Common Stock, $0.01 par value (“Common Stock”), of the Company, at an
exercise price per share equal to $0.68 (the exercise price in effect from time to time hereafter being herein called the “Warrant Price”). The number of Warrant Shares purchasable upon exercise of this Warrant and the Warrant Price shall
be subject to adjustment from time to time as described herein. 
  
 This Warrant has been issued pursuant to the terms of the Purchase Agreement (“Purchase Agreement”) dated on or about the date hereof between the Company and the Warrantholder. Capitalized terms used herein and not defined shall
have the meaning specified in the Purchase Agreement. 






 Section 1. Registration. The Company shall maintain books for the transfer and registration of the
Warrant. Upon the initial issuance of the Warrant, the Company shall issue and register the Warrant in the name of the Warrantholder. 
  
 Section 2. Transfers. As provided herein, this Warrant may be transferred only pursuant to a registration statement filed under the Securities Act
of 1933, as amended (“Securities Act”) or an exemption from registration thereunder. Subject to such restrictions, the Company shall transfer this Warrant from time to time, upon the books to be maintained by the Company for that purpose,
upon surrender hereof for transfer properly endorsed or accompanied by appropriate instructions for transfer upon any such transfer, and a new Warrant of like tenor shall be issued to the transferee and the surrendered Warrant shall be canceled by
the Company. 
  
 Section 3. 
  
 (a) Exercise of Warrant. Subject to the provisions hereof, the
Warrantholder may exercise this Warrant in whole or in part at any time and from time to time on and after the Exercise Date upon surrender of the Warrant, together with delivery of the duly executed Warrant exercise form attached hereto (the
“Exercise Agreement”) (which may be by fax), to the Company during normal business hours on any business day at the Company’s principal executive offices (or such other office or agency of the Company as it may designate by notice to
the holder hereof), and upon payment to the Company in cash, by certified or official bank check or by wire transfer for the account of the Company of the Warrant Price for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares
so purchased shall be deemed to be issued to the holder hereof or such holder’s designee, as the record owner of such shares, as of the close of business on the date on which the completed Exercise Agreement shall have been delivered to the
Company (or such later date as may be specified in the Exercise Agreement) (provided that the exercise price therefore shall have been paid within five (5) Trading Days thereafter as a condition subsequent to such Warrant Shares being deemed issued
on such date). Certificates for the Warrant Shares so purchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding five (5) business days,
after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by
such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall (subject to Section 3(b) below), at its expense, at the time of delivery of such certificates, deliver to the holder a new
Warrant representing the number of shares with respect to which this Warrant shall not then have been exercised. . In lieu of delivering physical certificates representing the shares of Common Stock issuable upon exercise of this Warrant, provided
the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Warrantholder, the Company shall use commercially
reasonable efforts to cause its transfer agent to electronically transmit such shares issuable upon exercise to the Warrantholder (or its designee), by crediting the account of the Warrantholder’s (or such designee’s) prime broker with

  

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 DTC through its Deposit Withdrawal Agent Commission system (provided that the same time periods herein as for stock
certificates shall apply). 
  
 (b) Book-Entry.
Notwithstanding anything to the contrary set forth herein, upon exercise of any portion of this Warrant in accordance with the terms hereof, the Warrantholder shall not be required to physically surrender this Warrant to the Company unless such
holder is purchasing the full amount of Warrant Shares represented by this Warrant. The Warrantholder and the Company shall maintain records showing the number of Warrant Shares so purchased hereunder and the dates of such purchases or shall use
such other method, reasonably satisfactory to the Warrantholder and the Company, so as not to require physical surrender of this Warrant upon each such exercise. In connection therewith a form of ledger to maintain a record of such transactions is
attached hereto. The Warrantholder and any assignee, by acceptance of this Warrant or a new Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following exercise of any portion of this Warrant, the number of Warrant
Shares which may be purchased upon exercise of this Warrant may be less than the number of Warrant Shares set forth on the face hereof. 
  
 (c) Cashless Exercise. Notwithstanding anything to the contrary contained in Section 3(a), if at any time after one year from the date of issuance
of this Warrant there is no effective Registration Statement registering the resale of the Warrant Shares by the Warrantholder, the Warrantholder shall have the right to pay the aggregate Warrant Price by “Cashless Exercise”. To effect a
Cashless Exercise, the holder shall submit to the Company on the Exercise Agreement written notice of the holder’s intention to do so, including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance
with the terms hereof. In the event of a Cashless Exercise, in lieu of paying the Warrant Price in cash, the holder shall surrender this Warrant for that number of shares of Common Stock determined by multiplying the number of Warrant Shares to
which it would otherwise be entitled by a fraction, the numerator of which shall be the difference between the then current Fair Market Value per share of the Common Stock and the applicable Warrant Price, and the denominator of which shall be the
then current Fair Market Value per share of the Common Stock. For this purpose, the “Fair Market Value” of the Common Stock shall be the average of the closing sale prices of the Common Stock as reported by the Principal Market for the ten
(10) Trading Days immediately preceding the date of the Exercise Agreement. 
  
 Section 4. Compliance with the Securities Act of 1933. Neither this Warrant nor the Common Stock issued upon exercise hereof nor any other security issued or issuable upon exercise of this Warrant may be
offered or sold except as provided in this Warrant and in conformity with the Securities Act of 1933, as amended, and then only against receipt of an agreement of such person to whom such offer of sale is made to comply with the provisions of this
Section 4 with respect to any resale or other disposition of such security. The Company may cause the legend set forth on the first page of this Warrant to be set forth on each Warrant or similar legend on any security issued or issuable upon
exercise of this Warrant until the Warrant Shares have been registered for resale under the Registration Rights Agreement or until Rule 144 
  

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 is available, unless counsel for the Company is of the opinion as to any such security that such legend is unnecessary.

  
 Section 5. Payment of Taxes. The Company will pay any
documentary stamp taxes attributable to the initial issuance of Warrant Shares issuable upon the exercise of the Warrant; provided, however, that the Company shall not be required to pay any tax or taxes which may be payable in respect of any
transfer involved in the issuance or delivery of any certificates for Warrant Shares in a name other than that of the registered holder of this Warrant in respect of which such shares are issued. The holder shall be responsible for income taxes due
under federal or state law, if any such tax is due. 
  
 Section 6.
Mutilated or Missing Warrants. In case this Warrant shall be mutilated, lost, stolen, or destroyed, the Company shall issue in exchange and substitution of and upon cancellation of the mutilated Warrant, or in lieu of and substitution for the
Warrant lost, stolen or destroyed, a new Warrant of like tenor and for the purchase of a like number of Warrant Shares, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of the Warrant, and
with respect to a lost, stolen or destroyed Warrant, reasonable indemnity or bond with respect thereto, if reasonably requested by the Company. 
  
 Section 7. Reservation of Common Stock. The Company hereby represents and warrants that there have been reserved, and the Company shall at all
applicable times keep reserved, out of the authorized and unissued Common Stock, a number of shares sufficient to provide for the exercise of the rights of purchase represented by the Warrant in full (without regard to any restrictions on beneficial
ownership contained herein), and the transfer agent for the Common Stock, including every subsequent transfer agent for the Common Stock or other shares of the Company’s capital stock issuable upon the exercise of any of the right of purchase
aforesaid (“Transfer Agent”), shall be irrevocably authorized and directed at all times to reserve such number of authorized and unissued shares of Common Stock as shall be requisite for such purpose. The Company agrees that all Warrant
Shares issued upon exercise of the Warrant in accordance with its terms shall be, at the time of delivery of the certificates for such Warrant Shares, duly authorized, validly issued, fully paid and non-assessable shares of Common Stock of the
Company. 
  
 Section 8. Warrant Price. The Warrant Price,
subject to adjustment as provided in Section 9, shall, if payment is made in cash or by certified check, be payable in lawful money of the United States of America. 
  
 Section 9. Adjustments. Subject and pursuant to the provisions of this Section 9, the Warrant Price and number of
Warrant Shares subject to this Warrant shall be subject to adjustment from time to time as set forth hereinafter. 
  
 (a) If the Company or any of its subsidiaries shall at any time or from time to time while the Warrant is outstanding, pay a dividend or make a
distribution on its capital stock in shares of Common Stock, subdivide its outstanding shares of Common Stock into a greater 
  

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 number of shares or combine its outstanding shares into a smaller number of shares or issue by reclassification of its
outstanding shares of Common Stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then the number of Warrant Shares purchasable
upon exercise of the Warrant and the Warrant Price in effect immediately prior to the date upon which such change shall become effective, shall be adjusted by the Company so that the Warrantholder thereafter exercising the Warrant shall be entitled
to receive the number of shares of Common Stock or other capital stock which the Warrantholder would have received if the Warrant had been exercised immediately prior to such event. Such adjustment shall be made successively whenever any event
listed above shall occur. 
  
 (b) If any capital reorganization,
reclassification of the capital stock of the Company, consolidation or merger of the Company with another corporation, or sale, transfer or other disposition of all or substantially all of the Company’s assets to another corporation shall be
effected, then, as a condition of such reorganization, reclassification, consolidation, merger, sale, transfer or other disposition, lawful and adequate provision shall be made whereby each Warrantholder shall thereafter have the right to purchase
and receive upon the basis and upon the terms and conditions herein specified and in lieu of the Warrant Shares immediately theretofore issuable upon exercise of the Warrant, such shares of stock, securities or assets as would have been issuable or
payable with respect to or in exchange for a number of Warrant Shares equal to the number of Warrant Shares immediately theretofore issuable upon exercise of the Warrant, had such reorganization, reclassification, consolidation, merger, sale,
transfer or other disposition not taken place, and in any such case appropriate provision shall be made with respect to the rights and interests of each Warrantholder to the end that the provisions hereof (including, without limitations, provision
for adjustment of the Warrant Price) shall thereafter be applicable, as nearly equivalent as may be practicable in relation to any shares of stock, securities or properties thereafter deliverable upon the exercise hereof. The Company shall not
effect any such consolidation, merger, sale, transfer or other disposition unless prior to or simultaneously with the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger, or the
corporation purchasing or otherwise acquiring such assets or other appropriate corporation or entity shall assume, by written instrument executed and delivered to the Company, the obligation to deliver to the holder of the Warrant such shares of
stock, securities or assets as, in accordance with the foregoing provisions, such holder may be entitled to purchase and the other obligations under this Warrant. The provisions of this paragraph (b) shall similarly apply to successive
reorganizations, reclassifications, consolidations, mergers, sales, transfers or other dispositions. 
  
 (c) In case the Company shall fix a record date for the making of a distribution to all holders of Common Stock (including any such distribution made in
connection with a consolidation or merger in which the Company is the continuing corporation) of evidences of indebtedness or assets or subscription rights or warrants, the Warrant Price to be in effect after such record date shall be determined by
multiplying the Warrant Price in effect immediately prior to such record date by a fraction, the numerator of which shall be the total number of shares of Common Stock outstanding multiplied by the Closing Price per share of Common Stock (as

  

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 defined below), less the fair market value (on a per share basis) (as determined by the Company’s Board of Directors
in good faith) of said assets or evidences of indebtedness so distributed, or of such subscription rights or warrants, and the denominator of which shall be the total number of shares of Common Stock outstanding multiplied by such Closing Price per
share of Common Stock. Such adjustment shall be made successively whenever such a record date is fixed. “Closing Price” of the Common Stock shall be the closing sale price per share of the Common Stock as reported by the Principal Market
on the Trading Day immediately preceding the date on which such value is being determined. 
  
 (d) In the event that the Company or any of its subsidiaries (A) issues or sells any Common Stock or Convertible Securities, or any warrants or other rights to subscribe for or to purchase or any options for the
purchase of Common Stock or (B) directly or indirectly effectively reduces the conversion, exercise or exchange price for any Convertible Securities which are currently outstanding (other than pursuant to terms existing on the date hereof), at or to
an effective Per Share Selling Price (as defined in the Certificate) which is less than the greater of (A) the closing price on the Trading Day next preceding such issue or sale or, in the case of issuances to holders of its Common Stock, the date
fixed for the determination of stockholders entitled to receive such warrants, rights, or options, or (B) the then applicable Warrant Price, then in each such case, the Warrant Price in effect immediately prior to such issue or sale or record date,
as applicable, shall be automatically reduced effective concurrently with such issue or sale to an amount determined by multiplying the Warrant Price then in effect by a fraction, (x) the numerator of which shall be the sum of (1) the number of
shares of Common Stock outstanding immediately prior to such issue or sale, plus (2) the number of shares of Common Stock which the aggregate consideration received by the Company for such additional shares would purchase at such closing price or
Warrant Price, as the case may be, and (y) the denominator of which shall be the number of shares of Common Stock of the Company outstanding immediately after such issue or sale. 
  
 The foregoing provisions of this subsection shall not apply to issuances or sales of (x) the Securities, (y) Common Stock
upon conversion, exercise or exchange of Convertible Securities outstanding on the issuance date hereof in accordance with the terms in effect on such issuance date, or (z) Common Stock or Convertible Securities under the Company’s duly adopted
stock option and bonus plans for employees and directors. For the purposes of the foregoing adjustments, in the case of the issuance of any Convertible Securities, the maximum number of shares of Common Stock issuable upon exercise, exchange or
conversion of such Convertible Securities shall be deemed to be outstanding, provided that no further adjustment shall be made upon the actual issuance of Common Stock upon exercise, exchange or conversion of such Convertible Securities. For
purposes of this Section, if an event occurs that triggers more than one of the above adjustment provisions, then only one adjustment shall be made and the calculation method which yields the greatest downward adjustment in the Warrant Price shall
be used. 
  

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 (e) An adjustment shall become effective immediately after the record date in the case of each dividend
or distribution and immediately after the effective date of each other event which requires an adjustment. 
  
 (f) In the event that, as a result of an adjustment made pursuant to Section 9, the holder of this Warrant shall become entitled to receive any shares of
capital stock of the Company other than shares of Common Stock, the number of such other shares so receivable upon exercise of this Warrant shall be subject thereafter to adjustment from time to time in a manner and on terms as nearly equivalent as
practicable to the provisions with respect to the Warrant Shares contained in this Warrant. 
  
 (g) In the event of any adjustment in the number of Warrant Shares issuable hereunder upon exercise, the Warrant Price shall be inversely proportionately increased or decreased, as the case may be, such that the
aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall remain the same. Similarly, in the event of any adjustment in the Warrant Price, the number of Warrant Shares issuable hereunder upon exercise shall be inversely
proportionately increased or decreased, as the case may be, such that the aggregate purchase price for Warrant Shares upon full exercise of this Warrant shall remain the same. 
  
 Section 10. Fractional Interest. The Company shall not be required to issue fractions of Warrant Shares upon the
exercise of the Warrant. If any fraction of a Warrant Share would, except for the provisions of this Section, be issuable upon the exercise of the Warrant (or specified portions thereof), the Company shall round such calculation to the nearest whole
number and disregard the fraction. 
  
 Section 11.
Benefits. Nothing in this Warrant shall be construed to give any person, firm or corporation (other than the Company and the Warrantholder) any legal or equitable right, remedy or claim, it being agreed that this Warrant shall be for the sole
and exclusive benefit of the Company and the Warrantholder. 
  
 Section 12. Notices to Warrantholder. Upon the happening of any event requiring an adjustment of the Warrant Price, the Company shall forthwith give written notice thereof to the Warrantholder at the address appearing in the records
of the Company, stating the adjusted Warrant Price and the adjusted number of Warrant Shares resulting from such event and setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. In the event
of a dispute with respect to any such calculation, the certificate of the Company’s independent certified public accountants shall be conclusive evidence of the correctness of any computation made, absent manifest error. Failure to give such
notice to the Warrantholder or any defect therein shall not affect the legality or validity of the subject adjustment. At the Warrantholder’s request, the Company shall deliver to the Warrantholder as of a requested date a notice specifying the
Warrant Price and the number of Warrant Shares into which this Warrant is exercisable as of such date. 
  

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 Section 13. Identity of Transfer Agent. The initial Transfer Agent for the Common Stock is:

  
 American Stock Transfer & Trust Company

 59 Maiden Lane, Plaza Level 
 New York, NY 10038 
  
 Forthwith
upon the appointment of any subsequent transfer agent for the Common Stock or other shares of the Company’s capital stock issuable upon the exercise of the rights of purchase represented by the Warrant, the Company will fax to the Warrantholder
a statement setting forth the name and address of such transfer agent. 
  
 Section 14. Notices. Any notice pursuant hereto to be given or made by the Warrantholder to or on the Company shall be sufficiently given or made if delivered personally or by facsimile or if sent by an internationally recognized
courier, addressed as follows: 
  
 HARKEN ENERGY
CORPORATION 
 580 WestLake Park Boulevard, Suite 650 
 Houston, Texas 77079 
 Attention: Elmer A. Johnston, General Counsel 
 Fax: (281) 504-4100 
  
 or such other address as the Company may specify in writing by notice to the Warrantholder
complying as to delivery with the terms of this Section 14. 
  
 Any notice pursuant hereto to be given or made by the Company to or on the Warrantholder shall be sufficiently given or made if personally delivered or if sent by an internationally recognized courier service by overnight or two-day
service, to the address set forth on the books of the Company or, as to each of the Company and the Warrantholder, at such other address as shall be designated by such party by written notice to the other party complying as to delivery with the
terms of this Section 14. 
  
 All such notices, requests, demands,
directions and other communications shall, when sent by courier, be effective two (2) days after delivery to such courier as provided and addressed as aforesaid. All faxes shall be effective upon receipt. 
  
 Section 15. Registration Rights. The initial holder of this Warrant is
entitled to the benefit of certain registration rights in respect of the Warrant Shares as provided in the Registration Rights Agreement. 
  
 Section 16. Successors. All the covenants and provisions hereof by or for the benefit of the Warrantholder shall bind and inure to the benefit of
its respective successors and assigns hereunder. 
  

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 Section 17. Governing Law. This Warrant shall be deemed to be a contract made under the laws of
the State of New York, without giving effect to its conflict of law principles, and for all purposes shall be construed in accordance with the laws of said State. 
  
 Section 18. 9.9% Limitation. Notwithstanding anything to the contrary contained herein, the number of shares of
Common Stock that may be acquired by the holder upon exercise pursuant to the terms hereof shall not exceed a number that, when added to the total number of shares of Common Stock deemed beneficially owned by such holder at such time (other than by
virtue of the ownership of securities or rights to acquire securities (including the Preferred Shares and Warrant Shares) that have limitations on the holder’s right to convert, exercise or purchase similar to the limitation set forth herein),
together with all shares of Common Stock deemed beneficially owned (other than by virtue of the ownership of securities or rights to acquire securities that have limitations on the right to convert, exercise or purchase similar to the limitation set
forth herein) by the Warrantholder’s “affiliates” at such time (as defined in Rule 144 of the Act) (“Aggregation Parties”) that would be aggregated for purposes of determining whether a group under Section 13(d) of the
Securities Exchange Act of 1934, as amended, exists, would exceed 9.9% of the total issued and outstanding shares of the Common Stock (the “Restricted Ownership Percentage”). Each holder shall have the right at any time and from time to
time to reduce its Restricted Ownership Percentage immediately upon notice to the Company. 
  
 Section 19. Replacement Warrants. The Company agrees that within ten (10) business days after any request from time to time of the Warrantholder, it shall deliver to such holder a new Warrant in substitution of
this Warrant which is identical in all respects except that the then Warrant Price shall be appropriately specified in the Warrant, and the Warrant shall specify the fixed number of Warrant Shares into which this Warrant is then exercisable. Such
changes are intended not as amendments to the Warrant but only as clarification of the foregoing numbers for convenience purposes, and such changes shall not affect any provisions concerning adjustments to the Warrant Price or number of Warrant
Shares contained herein. 
  
 Section 20. Absolute Obligation to
Issue Warrant Shares. The Company’s obligations to issue and deliver Warrant Shares in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the holder hereof to enforce the same, any
waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the
holder hereof or any other Person of any obligation to the Company or any violation or alleged violation of law by the holder or any other Person, and irrespective of any other circumstance which might otherwise limit such obligation of the Company
to the holder hereof in connection with the issuance of Warrant Shares. The Company will at no time close its shareholder books or records in any manner which interferes with the timely exercise of this Warrant. 
  
 Section 21. Assignment, Etc. The Warrantholder may assign or transfer
this Warrant to any transferee only with the prior written consent of the Company, which may not be unreasonably withheld or delayed, provided that the Warrantholder may assign or transfer this 
  

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 Warrant to any of such Warrantholder’s affiliates without the consent of the Company. The Warrantholder shall notify
the Company of any such assignment or transfer promptly. This Warrant shall be binding upon the Company and its successors and shall inure to the benefit of the Warrantholder and its successors and permitted assigns. 
  

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 IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the date first written
above. 
  

			
	 HARKEN ENERGY CORPORATION
  

		
	By:	 	 
	 	 	

	 Name:
 Title:
	 	 


  
 Attest:

  
 Sign:                                     
        
 Print Name: 
  
  

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 HARKEN ENERGY CORPORATION 
 WARRANT EXERCISE FORM 
  
 HARKEN ENERGY CORPORATION 
 580 WestLake Park Boulevard, Suite 600 
 Houston, Texas 77079 
 Attention: Elmer A. Johnston, General Counsel 
 Fax: (281) 504-4110 
  
 This undersigned hereby irrevocably elects to exercise the right of purchase represented by the within Warrant (“Warrant”) for, and to purchase
thereunder                                  shares of Common Stock (“Warrant
Shares”) provided for therein, and requests that certificates for the Warrant Shares be issued as follows: 
  

									
				
	 	 	                                       
                                        
                      
	 	 	 	 
	 	 	 Name
  
                                       
                                        
                      
	 	 	 	 
	 	 	 Address
  

                                      
                                        
                      
	 	 	 	 
				
	 	 	                                       
                                        
                      
	 	 	 	 

  
 and, if the number of Warrant Shares
shall not be all the Warrant Shares purchasable upon exercise of the Warrant, that a new Warrant for the balance of the Warrant Shares. 
  
 The undersigned represents as of the date hereof that, after giving effect to such exercise of the Warrant pursuant to this Exercise Agreement, the
undersigned will not exceed the “Restricted Ownership Percentage” contained in Section 18 of the Warrant. 
  
 In lieu of delivering physical certificates representing the Warrant Shares purchasable upon exercise of this Warrant, provided the Company’s
transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder, the Company shall use its best efforts to cause its transfer agent to
electronically transmit the Warrant Shares issuable upon conversion or exercise to the undersigned, by crediting the account of the undersigned’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system.

  

									
	 Dated:                                     
           
	 	 	 	 Signature:                                     
                                        
         

				
	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	 Name (please print)

	 	 	 	 	 	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	 Address


  






 HARKEN ENERGY CORPORATION 
  
 RECORD OF WARRANT EXERCISES 
  
  

			
	Holder:
                                	 	Initial No. of Warrant Shares                  

  

							
	 Date of Exercise

	 	 Number of Warrant
 Shares Purchased Upon
 Exercise

	 	 Number of Remaining
 Unexercised Warrant
 Shares Underlying
 Warrant Following
 Exercise

	 	 Initials
  

(Company/Holder)


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