SUBSCRIPTION AND REGISTRATION RIGHTS AGREEMENTSubscription and Registration Rights Agreement • December 1st, 2004 • Warren Resources Inc • Oil & gas field exploration services • Maryland
The undersigned desires to invest in Warren Resources, Inc. (the “Company”) on the terms and conditions described in this Subscription And Registration Rights Agreement (this “Subscription Agreement”) and the Company’s Confidential Private Placement Memorandum dated November 10, 2004 (the “Memorandum”). Pursuant to the terms described in the Memorandum and in this Subscription Agreement, the Company is offering to subscribers who are accredited investors up to 3,000,000 (the “Units”), with each Unit consisting of one share of the Company’s common stock, par value $0.0001 per share (the “Common Shares”), 0.25 Class A Warrants, with an entire Class A Warrant entitling its holder to purchase one Common Share at an exercise price of $10.00 per share, and 0.25 Class B Warrants, with an entire Class B Warrant entitling its holder to purchase one Common Share at an exercise price of $12.50 per share. Notwithstanding anything to the contrary in the foregoing, the undersigned acknowledges that
