FOR THE ACCOUNT
OF A QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH THE LAWS APPLICABLE
TO IT IN THE JURISDICTION IN WHICH SUCH PURCHASE IS MADE, (D) TO AN "ACCREDITED
INVESTOR" WITHIN THE MEANING OF RULE 501 UNDER THE SECURITIES ACT THAT IS
ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN
ACCREDITED INVESTOR, FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR
OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, (E) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED
EFFECTIVE UNDER THE SECURITIES ACT, OR (F) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(C), (D) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO THE COMPANY, AND IN EACH OF THE
FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER
SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
COMPANY. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
EXPIRATION OF THE APPLICABLE HOLDING PERIOD WITH RESPECT TO RESTRICTED
SECURITIES SET FORTH IN RULE 144 UNDER THE SECURITIES ACT.
EXHIBIT D
FORM OF WARRANT
TO PURCHASE COMMON STOCK OF
LONESTAR RESOURCES US INC.
Dated [
], 2016
TABLE OF CONTENTS
Page
SECTION 1.
TERM; EXERCISE OF WARRANT
1
1.1
Time of Exercise
1
1.2
Manner of Exercise
1
1.3
Cashless Exercise
2
1.4
Exchange of Warrant
3
SECTION 2.
ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES PURCHASABLE UPON
EXERCISE
4
2.1
Stock Dividends, Subdivisions and Combinations
4
2.2
Recapitalization or Reclassification
4
2.3
Distributions
4
2.4
Notice
5
2.5
Follow-On Dilution
6
SECTION 3.
RESTRICTIONS ON TRANSFER; LEGENDS
6
3.1
Registration or Exemption Required
6
3.2
Restrictive Legend
7
3.3
Removal of Restrictive Legends
7
SECTION 4.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY
7
4.1
Representations and Warranties
7
4.2
Covenants of the Company
8
SECTION 5.
REPRESENTATIONS AND WARRANTIES OF THE HOLDER
9
5.1
Acquisition of Warrant for Personal Account
9
5.2
Rule 144
9
5.3
Accredited Investor
10
5.4
Opportunity to Discuss; Information
10
SECTION 6.
OTHER MATTERS
10
6.1
Withholding
10
6.2
Binding Effect
11
6.3
Notices
11
6.4
Governing Law; Consent to Jurisdiction; Waiver of Jury Trial
11
6.5
Parties Bound and Benefited
12
6.6
Confidentiality
12
6.7
Identity of Transfer Agent
12
6.8
Amendment; Waiver
12
i
Page
6.9
Assignment
12
6.10
Holder as Owner
12
6.11
Rights of Holder
12
6.12
Indemnification
13
6.13
Remedies
13
6.14
Lost Certificates
13
6.15
Severability
13
6.16
Nonwaiver and Expenses
13
6.17
Office