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NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE OF THIS WARRANT (COLLECTIVELY, "THE SECURITIES") HAVE BEEN
REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED ("THE 1933 ACT"),
OR THE SECURITIES COMMISSION OF ANY STATE UNDER ANY STATE SECURITIES LAW.
THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE
UNITED STATES OR TO U.S. PERSONS UNLESS SUCH SECURITIES ARE REGISTERED
UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS, OR SUCH OFFER,
SALE OR TRANSFER IS MADE PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SAID LAWS.
THIS WARRANT DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, ANY OF THE SECURITIES OFFERED HEREBY BY OR TO ANY
PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE
UNLAWFUL. INVESTMENT IN THESE SECURITIES INVOLVES A HIGH DEGREE OF RISK.
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE
MERITS AND THE RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN
RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED OR
DETERMINED THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
RENTECH, INC.
WARRANT TO PURCHASE COMMON STOCK
Number of Shares --------------------
Date of Issuance --------------------
Rentech, Inc., a Colorado corporation (the "Company"), hereby
certifies that, for value received, ---------------------, the holder
hereof ("Holder"), is entitled, subject to the terms set forth below, to
purchase from the Company upon surrender of this Warrant, at any time
after the date hereof but not after 5:00 p.m., Denver, Colorado Time on
the Expiration date (as defined herein) ----------------------------
(---,---) fully paid and nonassessable shares of Common Stock (as defined
herein) of the Company (the "Warrant Shares") at a purchase price of
$U.S.$.-- per share in lawful money of the United States.
Section 1.
(a) Definitions. The following words and terms used in this
Warrant shall have the following meanings:
"Common Stock") means (a) the Company's common stock and (b) any
capital stock into which such Common Stock shall have been changed or any
capital stock resulting from a reclassification of such Common Stock.
"Expiration Date" means the date five years from the date of this
Warrant or, if such date falls on a Saturday, Sunday or other day on
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which banks are required or authorized to be closed in the City of Denver
or the State of Colorado (a "Holiday"), the next preceding date that is
not a Holiday.
"Securities Act" means the Securities Act of 1933, as amended.
"Transfer" shall include any disposition of any Warrants or Warrant
Shares, or of any interest in either thereof which would constitute a
sale thereof within the meaning of the Securities Act of 1933, as
amended, or the securities laws of Colorado or such other state or states
as may be applicable.
"Warrant" shall mean this Warrant and all Warrants issued in
exchange, transfer or replacement of any thereof.
"Warrant Exercise Price" shall be U.S.$.-- per share.
(b) Other Definitional Provisions.
(i) Except as otherwise specified herein, all references
herein (A) to the Company shall be deemed to include the Company's
successors; and (B) to any applicable law defined or referred to herein,
shall be deemed references to such applicable law as the same may have
been or may be amended or supplemented from time to time.
(ii) When used in this Warrant, the words "herein," "hereof,"
and "hereunder," and words of similar import, shall refer to this Warrant
as a whole and not to any provision of this Warrant, and the words
"Section," "Schedule," and "Exhibit" shall refer to Sections of, and
Schedules and Exhibits to this Warrant unless otherwise specified.
(iii) Whenever the context so requires the neuter gender
includes the masculine or feminine, and the singular number includes the
plural, and vice versa.
Section 2. Exercise of Warrant.
(a) Subject to the terms and conditions hereof, this Warrant may be
exercised by the Holder, as a whole or in part, at any time prior to 5:00
p.m., Denver, Colorado Time on the Expiration Date. The rights
represented by this Warrant may be exercised by the Holder hereof then
registered on the books of the Company, as a whole or from time to time
in part (except that this Warrant shall not be exercisable as to a
fractional share) by (i) delivery of a written notice, in the form of the
Subscription Notice attached as Exhibit I hereto, of the Holder's
election to exercise this Warrant, which notice shall specify the number
of Warrant Shares to be purchased, (ii) payment to the Company of an
amount equal to the Warrant Exercise Price multiplied by the number of
Warrant Shares as to which the Warrant is being exercised (plus any
applicable issue or transfer taxes) in immediately available funds
(either by wire transfer or a certified or cashier's check drawn on a
United States bank), for the number of Warrant Shares as to which this
Warrant shall have been exercised, and (iii) the surrender of this
Warrant, properly endorsed, at the principal office of the Company (or at
such other agency or office of the Company as the Company may designate
by notice to the Holder hereof). In the event of any exercise of the
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rights represented by this Warrant in compliance with this Section 2(a),
a certificate or certificates for the Warrant Shares so purchased,
registered in the name of, or directed by, the Holder thereof, shall be
delivered to, or as directed by, such Holder within a reasonable time
after such rights shall have been so exercised.
(b) Unless the rights represented by this Warrant shall have
expired or shall have been fully exercised, the Company shall issue a new
Warrant identical in all respects to the Warrant exercised except (i) it
shall represent rights to purchase the number of Warrant Shares
purchasable immediately prior to such exercise under the Warrant
exercised, less the number of Warrant Shares with respect to which such
Warrant is exercised, and (ii) the Holder thereof shall be deemed to have
become the holder of record of such Warrant Shares immediately prior to
the close of business on the date on which the Warrant is surrendered and
payment of the amount due in respect of such exercise and any applicable
taxes is made, irrespective of the date of delivery of such share
certificate, except that, if the date of such surrender and payment is a
date when the stock transfer books of the Company are properly closed,
such person shall be deemed to have become the Holder of such Warrant
Shares at the opening of business on the next succeeding date on which
the stock transfer books are open.
Section 3. Redemption. This Warrant may be redeemed by the Company
at any time after thirty (30) days from the date of its issuance and
prior to the Expiration Date upon twenty (20) days' written notice (such
notice to be referred to hereinafter as the "Notice of Redemption") to
the Holder of this Warrant for $.01 per Warrant Share if the closing high
bid quotation of the company's common stock exceeds one hundred thirty
percent (130%) of the Exercise Price for a period of twenty (20)
consecutive trading days immediately preceding the mailing by the company
of the Notice of Redemption. The Notice of Redemption shall be sent to
the last known address of the Holder of this Warrant as maintained on the
books and records of the Company. The redemption date shall be not
earlier than twenty (20) days after the date of mailing of the Notice of
Redemption. Upon receipt of a Notice of Redemption, the Holder of this
Warrant may exercise this Warrant to the extent of the number of Warrant
Shares called for redemption until two (2) business days prior to the
redemption date. A "business day" shall mean any day other than
Saturday, Sunday or other day on which banks are required or authorized
to be closed in the City of Denver or the State of Colorado. If on the
redemption date the Company shall have paid the redemption price or shall
have reserved and set apart an amount sufficient to pay the redemption
price, then this Warrant shall expire to the extent of the number of
Warrant Shares called for redemption pursuant to the Notice of
Redemption. Warrants called for redemption in whole or in part shall be
tendered to the Company on or before the redemption date. The redemption
price shall be paid to the Holder within three (3) business days after
the expiration of the twenty (20) day notice period called for above, and
shall be delivered via wire transfer according to directions given to the
Company by the Holder.
Section 4. Covenants as to Common Stock. The Company covenants and
agrees that all Warrant Shares which may be issued upon the exercise of
the rights represented by this Warrant will, upon issuance, be validly
issued, fully paid and nonassessable. The Company further covenants and
agrees that during the period within which the rights represented by this
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Warrant may be exercised, the Company will at all times have authorized
and reserved a sufficient number of shares of Common Stock or provide for
the exercise of the rights then represented by this Warrant and that the
par value of said shares will at all times be less than or equal to the
applicable Warrant Exercise Price.
Section 5. Taxes. The Company shall not be required to pay any tax
or taxes attributable to the initial issuance of the Warrant Shares or
any permitted transfer involved in the issue or delivery of any
certificates for Warrant Shares in a name other than that of the
registered Holder hereof or upon any permitted transfer of this warrant.
Section 6. Warrant Holder Not Deemed a Stockholder. No Holder, as
such, of this Warrant shall be entitled to vote or receive dividends or
be deemed the Holder of shares of the Company for any purpose, nor shall
anything contained in this Warrant be construed to confer upon the Holder
hereof, as such, any of the rights of a stockholder of the Company or any
right to vote, give or withhold consent to any corporate action (whether
any reorganization, issue of stock, reclassification of stock,
consolidation, merger, conveyance or otherwise), prior to the issuance to
Holder of this Warrant of the Warrant Shares which he or she is then
entitled to receive upon the due exercise of this Warrant.
Notwithstanding the foregoing, the Company will provide the Holder of
this Warrant with copies of the same notices and other information given
to the stockholders of the company generally, contemporaneously with the
giving notice thereof to the stockholders.
Section 7. No Limitation on Corporate Action. No provisions of
this Warrant and no right or option granted or conferred hereunder shall
in any way limit, affect or abridge the exercise by the Company of any of
its corporate rights or powers to recapitalize, amend its Certificate of
Incorporation, reorganize, consolidate or merge with or into another
corporation, or to transfer all or any part of its property or assets, or
the exercise of any other of its corporate rights and powers.
Section 8. Representations of Holder. The Holder of this Warrant,
by the acceptance hereof, represents that it is acquiring this Warrant
and the Warrant Shares for its own account for investment and not with a
view to, or for sale in connection with, any distribution hereof or of
any of the shares of Common Stock or other securities issuable upon the
exercise thereof, and not with any present intention of distributing any
of the same. Upon exercise of this Warrant, the Holder shall, if
requested by the Company, confirm in writing, in a form satisfactory to
the Company, that the Warrant Shares so purchased, are being acquired
solely for the Holder's own account and not as a nominee for any other
party, for investment, and not with a view toward distribution or resale.
If such Holder cannot make such representations because they would be
factually incorrect, it shall be a condition to such holder's exercise of
the Warrant that the Company receive such other representations as the
Company considered reasonably necessary to assure the Company that the
issuance of its securities upon exercise of the Warrant shall not violate
any United States or states securities laws.
Section 9. Transfer; Opinions of Counsel; Restrictive Legends.
(a) The Holder of this Warrant understands that (i) this Warrant
and the Warrant Shares have not been and are not being registered under
PAGE 5
the Securities Act or any state securities laws, and may not be offered
for sale, sold, assigned or transferred unless (a) subsequently
registered thereunder, or (b) pursuant to an exemption from such
registration; (ii) any sale of such securities made in reliance on Rule
144 promulgated under the Securities Act may be made only in accordance
with the terms of said Rule and further, if said Rule is not applicable,
any resale of such securities under circumstances in which the Seller (or
the person through whom the sale is made) may be deemed to be an
underwriter (as that term is defined in the Securities Act) may require
compliance with some other exemption under the Securities act or the
rules and regulations of the Securities And Exchange Commission
thereunder; and (iii) neither the Company nor any other person is under
any obligation to register such securities under the Securities Act or
any state securities laws or to comply with the terms and conditions of
any exemption thereunder.
Section 10. Adjustments.
(a) Reclassification and Reorganization. In case of any
reclassification, capital reorganization or other change of outstanding
shares of the Common Stock, or in case of any consolidation or merger of
the Company with or into another corporation (other than a consolidation
or merger in which the Company is the continuing corporation and which
does not result in any reclassification, capital reorganization or other
change of outstanding shares of Common Stock), the Company shall cause
effective provision to be made so that the Holder shall have the right
thereafter, by exercising this Warrant, to purchase the kind and number
of shares of stock or other securities or property (including cash)
receivable upon such reclassification, capital reorganization or other
change, consolidation or merger by a Holder of the number of shares of
Common Stock that could have been purchased upon exercise of the Warrant
immediately prior to such reclassification, capital reorganization or
other change, consolidation or merger. Any such provision shall include
provision for adjustments that shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Section 10. The
foregoing provisions shall similarly apply to successive
reclassifications, capital reorganizations and other changes of
outstanding shares of Common Stock and to successive consolidations or
mergers. If the consideration received by the Holders of Common Stock is
other than cash, the value shall be as determined by the Board of
Directors of the Company acting in good faith.
(b) Dividends and Stock Splits. If and whenever the Company shall
effect a stock dividend, a stock split, a stock combination, or a reverse
stock split of the Common Stock, the number of Warrant Shares purchasable
hereunder and the Warrant Exercise Price shall be proportionately
adjusted int eh manner determined by the Company's Board of Directors
acting in good faith. The number of shares, as so adjusted, shall be
rounded down to the nearest whole number and the Warrant Exercise price
shall be rounded to the nearest cent.
Section 11. Lost, Stolen, Mutilated or Destroyed Warrant. If this
Warrant is lost, stolen or destroyed, the Company shall, on receipt of an
indemnification undertaking reasonably satisfactory to the Company, issue
a new Warrant of like denomination and tenor as the Warrant so lost,
stolen or destroyed. In the event the Holder hereof asserts such loss,
theft or destruction of this Warrant, the Company may require such Holder
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to post a bond issued by surety reasonably satisfactory to the Company
with respect to the issuance of such new Warrant.
Section 12. Notice. Any notices required or permitted to be given
under the terms of this Warrant shall be sent by mail or delivered
personally or by courier and shall be effective five days after being
placed in the mail, if mailed, certified or registered, return receipt
required, or upon receipt, if delivered personally or by courier or by
facsimile, in each case properly addressed to the party to receive the
same. The addressed for such communications shall be:
If to the Company:
Rentech, Inc.
0000 00xx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx XXX 00000
Attn: Xx. Xxxxx X. Xxxxxxx, CFO
If to Xxxxxx, to it at the address set forth below Xxxxxx's signature on
the signature page hereof. Each party shall provide notice to the other
party of any change in address.
Section 13. Miscellaneous. This Warrant and any term hereof may be
changed, waived, discharged, or terminated only by an instrument in
writing signed by the party or the H older hereof against which
enforcement of such change, waiver, discharge, or termination is sought.
The headings in this Warrant are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof. This Warrant
shall be governed by and interpreted under the laws of the State of
Colorado.
Section 14. Date. The date of this Warrant is April 7, 1997. This
Warrant, in all events, shall be wholly void and of no effect after the
close of business on the Expiration Date, except notwithstanding any
other provisions hereof, the provisions of Section 9 shall continue in
full force and effect after such date as to any Warrant Shares or other
securities issued upon the exercise of this Warrant.
RENTECH, INC.
By: (signature)
-----------------------------------
Xxxxxx X. Xxxxxxxx, President
ACCEPTED:
------------------------------
[Holder]
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Address:
--------------------------
-----------------------------------
-----------------------------------
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EXHIBIT 1 TO WARRANT
SUBSCRIPTION FORM TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE
THIS WARRANT
RENTECH, INC.
The undersigend hereby exercises the right to purchase the number of
Warrant Shares covered by this Warrant specified below according to the
conditions thereof and herewith makes payment of U.S. $ , the
aggregate Warrant Exercise Price of such Warrant in full.
Dated: 19
--------------------, ---.
------------------------------------
[Holder]
By:
--------------------------
Name:
------------------------
Title:
-----------------------
Address:
--------------------------
-----------------------------------
-----------------------------------
Number of Warrant Shares Being Purchased:
--------------------
