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doctype: Second Amended and Restated Warrant

OPTEK TECHNOLOGY INC. SECOND AMENDED AND RESTATED WARRANT (1998-01-29)

This SECOND AMENDED AND RESTATED WARRANT (the "Warrant"), entered into as of the 31st day of October, 1997, between Optek Technology, Inc., a Delaware corporation (the "Company") and First Source Financial LLP, an Illinois limited liability partnership ("First Source");

MERCURY AIR GROUP INC. SECOND AMENDED AND RESTATED WARRANT (2003-10-30)

This Second Amended and Restated Warrant amends and restates the Warrant issued pursuant to the Securities Purchase Agreement (the "Purchase Agreement"), dated as of September 10, 1999, between Mercury Air Group, Inc. and WMF, as amended, and is subject to the terms thereof. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Purchase Agreement. The Holder is entitled to the rights and subject to the obligations contained in the Purchase Agreement, the Stockholders' Agreement and the Registration Rights Agreement relating to this Warrant and the shares of Common Stock issuable upon exercise of this Warrant.

MERCURY AIR GROUP INC. SECOND AMENDED AND RESTATED WARRANT (2003-10-30)

This Second Amended and Restated Warrant amends and restates the Warrant issued pursuant to the Securities Purchase Agreement (the "Purchase Agreement"), dated as of September 10, 1999, between Mercury Air Group, Inc. and WMF, as amended, and is subject to the terms thereof. Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to such terms in the Purchase Agreement. The Holder is entitled to the rights and subject to the obligations contained in the Purchase Agreement, the Stockholders' Agreement and the Registration Rights Agreement relating to this Warrant and the shares of Common Stock issuable upon exercise of this Warrant.

EMRISE Corp. SECOND AMENDED AND RESTATED WARRANT (2009-02-13)

This Second Amended and Restated Warrant (“ _Warrant_ ”), dated as of February 12, 2009, amends, restates and supersedes that certain Amended and Restated Warrant, dated as of August 20, 2008 (the “First Amended Warrant”), granted to Private Equity Management Group, LLC by EMRISE Corporation, a Delaware corporation (the “ _Company_ ”). In consideration of the surrender and cancellation of the First Amended Warrant, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby certifies that, pursuant to the terms of the Commitment Letter dated November 7, 2007 by and between the Company and Private Equity Management Group, Inc., Holder is entitled to purchase from the Company up to a total of 387,879 shares of Common Stock (each such share, a “ _Warrant Share_ ” and all such shares, the “ _Warrant Shares_ ”), at any time and from time to time from and after the Original Issue Date and through and including November 30, 2014 (the “ _Expiration Date_ ”), and subject to the following terms and conditions:

EMRISE Corp. SECOND AMENDED AND RESTATED WARRANT (2009-02-13)

This Second Amended and Restated Warrant (“ _Warrant_ ”), dated as of February 12, 2009, amends, restates and supersedes that certain Amended and Restated Warrant, dated as of August 20, 2008 (the “First Amended Warrant”), granted to Private Equity Management Group, LLC by EMRISE Corporation, a Delaware corporation (the “ _Company_ ”). In consideration of the surrender and cancellation of the First Amended Warrant, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby certifies that, pursuant to the terms of the Commitment Letter dated November 7, 2007 by and between the Company and Private Equity Management Group, Inc., Holder is entitled to purchase from the Company up to a total of 387,879 shares of Common Stock (each such share, a “ _Warrant Share_ ” and all such shares, the “ _Warrant Shares_ ”), at any time and from time to time from and after the Original Issue Date and through and including November 30, 2014 (the “ _Expiration Date_ ”), and subject to the following terms and conditions:

CUBIC ENERGY INC. SECOND AMENDED AND RESTATED WARRANT (2013-02-14)

This certifies that, for value received, Wells Fargo Energy Capital, Inc., a Texas corporation, or its registered assigns (“Holder”) is entitled, subject to the terms set forth below, to purchase from Cubic Energy, Inc., a Texas corporation (the “Company”), ** __** 2,500,000 shares of Common Stock, $0.05 par value per share, of the Company (such class of stock being referred to herein as “Common Stock”), as constituted on March 5, 2007 (the “Issue Date”), upon compliance with the exercise provisions set forth in _Section 1_ hereof, at the price of $0.20 **** per share (the “Exercise Price”). This Warrant must be exercised, if at all, prior to 5:00 p.m., Dallas, Texas time on December 1, 2017. The shares of Common Stock issued or issuable upon exercise of this Warrant are sometimes referred to as the “Warrant ** __** Shares.” The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein.

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