WARRANT AND PREFERRED STOCK AGREEMENT Between CUBIC ENERGY, INC., and ANCHORAGE ILLIQUID OPPORTUNITIES OFFSHORE MASTER III, L.P. ANCHORAGE ILLIQUID OPPORTUNITIES III (B), L.P. AIO III AIV, L.P. and CORBIN OPPORTUNITY FUND, L.P. O-CAP PARTNERS, L.P....Warrant and Preferred Stock Agreement • October 3rd, 2013 • Cubic Energy Inc • Drilling oil & gas wells • New York
WHEREAS, the Company is issuing and delivering Warrant Certificates (as defined herein) evidencing Warrants (as defined herein) to purchase up to an aggregate of 98,751,823 shares of its Common Stock (as defined herein), subject to adjustment, including (a) Class A Warrants (as defined herein) to purchase an aggregate of 65,834,549 shares of its Common Stock, subject to adjustment, and (b) Class B Warrants (as defined herein) to purchase an aggregate of 32,917,274 shares of its Common Stock, subject to adjustment, and issuing and delivering an aggregate of 98,751.823 shares of Series C Voting Preferred Stock (as defined herein), in connection with (i) the execution and delivery of a Note Purchase Agreement, dated as of the date hereof (the “Note Purchase Agreement”), by and among the Company and AIO III CE L.P., a Cayman Islands limited partnership, Corbin Opportunity Fund, L.P., O-CAP Partners, L.P., and O-CAP Offshore Master Fund, L.P. (the “Purchasers”), pursuant to which the Purcha
