Exhibit 4.2
THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE SET FORTH IN GULFPORT ENERGY
CORPORATION'S PROSPECTUS DATED __________, 2004 (THE "PROSPECTUS") AND ARE
INCORPORATED HEREIN BY REFERENCE. COPIES OF THE PROSPECTUS ARE AVAILABLE UPON
REQUEST FROM UMB BANK, N.A., THE SUBSCRIPTION AGENT.
Rights Certificate No.____________ No. of Rights:____________
GULFPORT ENERGY CORPORATION
Incorporated under the laws of the State of Delaware
SUBSCRIPTION RIGHTS CERTIFICATE
Evidencing Subscription Rights to Purchase Shares of Common Stock of Gulfport
Energy Corporation
Subscription Price: $_____ per Share
The Subscription Rights will expire if not exercised on or before 5:00
p.m., Dallas time, on ___________, 2004, unless extended by Gulfport Energy
Corporation
Registered Owner:
THIS CERTIFIES THAT the registered owner whose name is inscribed hereon is
the owner of the number of subscription rights ("Rights") set forth above. Each
whole Right entitles the holder thereof, or its assigns, to subscribe for and
purchase one share of common stock, par value $0.01 per share ("Common Stock"),
of Gulfport Energy Corporation, a Delaware corporation, at a subscription price
of $_____ per share (the "Basic Subscription Privilege"), pursuant to a rights
offering (the "Rights Offering"), on the terms and subject to the conditions set
forth in the Prospectus and the "Instructions as to Use of Gulfport Energy
Corporation Subscription Rights Certificates" accompanying this Subscription
Rights Certificate. If any shares of Common Stock available for purchase in the
Rights Offering are not purchased by other holders of Rights pursuant to the
exercise of their Basic Subscription Privilege (the "Excess Shares"), any Rights
holder that exercises its Basic Subscription Privilege in full may subscribe for
a number of Excess Shares pursuant to the terms and conditions of the Rights
Offering, subject to pro ration, as described in the Prospectus (the
"Over-Subscription Privilege"). The Rights represented by this Subscription
Rights Certificate may be exercised by completing Form 1 and any other
appropriate forms on the reverse side hereof and by returning the full payment
of the subscription price for each share of Common Stock in accordance with the
"Instructions as to Use of Gulfport Energy Corporation Subscription Rights
Certificates" that accompany this Subscription Rights Certificate. The Rights
evidenced by this Subscription Rights Certificate may also be transferred or
sold by completing the appropriate forms on the reverse side hereof in
accordance with the "Instructions as to Use of Gulfport Energy Corporation
Subscription Rights Certificates" that accompany this Subscription Rights
Certificate.
The Rights are transferable on the books of Gulfport Energy Corporation in
person or by duly authorized attorney upon surrender of this Subscription Rights
Certificate properly endorsed. This Subscription Rights Certificate is not valid
unless countersigned by the transfer agent and registered by the registrar.
Witness the seal of Gulfport Energy Corporation and the signatures of its
duly authorized officers.
Dated: ___________, 2004
_____________________________ ______________________
Mike Liddell Lisa Holbrook
Chairman of the Board, President Vice President, General Counsel
and Chief Executive Officer and Secretary
Delivery Options For Subscription Rights Certificate
For delivery by mail, hand delivery or over night courier:
UMB Bank, N.A.
Corporate Trust Department
2401 Grand Blvd.
Kansas City, Missouri 64108
Delivery other than in the manner or to the address listed above will not
constitute valid delivery.
PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.
FORM 1 - EXERCISE OF SUBSCRIPTION RIGHTS
To subscribe for shares pursuant to your Basic Subscription Privilege,
please complete lines (a) and (c) and sign under Form 4 below. To subscribe for
shares pursuant to your Over-Subscription Privilege, please also complete line
(b).
(a) Exercise Of Basic Subscription Privilege:
I apply for ____________ shares x $_________________= $_________
(no. of new shares) (subscription price) (Payment)
(b) Exercise Of Over-Subscription Privilege:
If you have exercised your Basic Subscription Privilege in full and wish to
subscribe for additional shares pursuant to your Over-Subscription Privilege,
please complete this line (b) and sign under Form 4 below:
I apply for ____________ shares x $_________________= $_________
(no. of new shares) (subscription price) (Payment)
(c) Total Amount of Payment Enclosed = $__________
Method Of Payment (Check One):
[ ] Check or bank draft drawn on a U.S. bank, or postal, telegraphic or
express money order payable to "UMB Bank, N.A., as Subscription Agent."
Funds paid by an uncertified check may take at least five business days to
clear.
[ ] Wire transfer of immediately available funds directly to the account
maintained by American Stock Transfer & Trust Company, as Subscription
Agent, for purposes of accepting subscriptions in this Rights Offering at
UMB Bank, Kansas City, MO, ABA #101000695, Acct #9800006823.
FORM 2 - SALE OR TRANSFER TO DESIGNATED TRANSFEREE OR THROUGH BANK OR BROKER
To sell or transfer your Rights to another person, complete this Form 2 and
have your signature guaranteed under Form 5. To sell your Rights through your
bank or broker, sign below under this Form 2 and have your signature guaranteed
under Form 5, but leave the rest of this Form 2 blank.
For value received _____________ of the Rights represented by this
Subscription Rights Certificate are assigned to:
- ----________________--____________
(Print Full Name of Assignee)
_________----_____--______________
(Print Full Address)
____-----_________________________
Tax ID or Social Security No.
_____________-----________________
Signature(s)
IMPORTANT: The signature(s) must correspond with the name(s) as printed on
the reverse of this Subscription Rights Certificate in every particular, without
alteration or enlargement, or any other change whatsoever.
FORM 3 - DELIVERY TO DIFFERENT ADDRESS
If you wish for the Common Stock underlying your Rights, a certificate
representing unexercised Rights or the proceeds of any sale of Rights to be
delivered to an address different from that shown on the face of this
Subscription Rights Certificate, please enter the alternate address below, sign
under Form 4 and have your signature guaranteed under Form 5.
_____________________________
_____________________________
_____________________________
FORM 4 - SIGNATURE
To Subscribe: I acknowledge that I have received the Prospectus for this
Rights Offering and I hereby irrevocably subscribe for the number of shares
indicated above on the terms and conditions specified in the Prospectus.
To Sell: If I have completed Form 2, I authorize the sale by the
Subscription Agent, according to the procedures described in the Prospectus, of
any Rights represented by this Subscription Rights Certificate but not exercised
hereby.
_____________________________
Signature(s)
IMPORTANT: The signature(s) must correspond with the name(s) as printed on the
reverse of this Subscription Rights Certificate in every particular, without
alteration or enlargement, or any other change whatsoever.
FORM 5 - SIGNATURE GUARANTEE
This form must be completed if you have completed any portion of Forms 2 or
3.
Signature Guaranteed:
_____________________________
(Name of Bank or Firm)
By: _____________________________
(Signature of Officer)
IMPORTANT: The signature(s) should be guaranteed by an eligible guarantor
institution (bank, stock broker, savings & loan association or credit union)
with membership in an approved signature guarantee medallion program pursuant to
Securities and Exchange Commission Rule 17Ad-15.
FOR INSTRUCTIONS ON THE USE OF GULFPORT ENERGY CORPORATION SUBSCRIPTION RIGHTS
CERTIFICATES, CONSULT UMB BANK, N.A., THE SUBSCRIPTION AGENT, AT (816) 860-3020.
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