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.