15,900,000 Shares Warrants to Purchase 7,950,000 Shares Syntroleum Corporation Common Stock ($0.01 par value) Underwriting Agreement dated June 30, 2011 JMP SECURITIES LLCUnderwriting Agreement • June 30th, 2011 • Syntroleum Corp • Crude petroleum & natural gas • New York
Syntroleum Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to JMP Securities LLC (the “Underwriter”) an aggregate of (i) 15,900,000 shares (the “Offered Shares”) of its Common Stock, par value $0.01 per share (the “Common Stock”) and (ii) warrants (the “Warrants”) to purchase up to 7,950,000 hares of Common Stock (the “Warrant Shares”) in accordance with the terms and conditions set forth in this Underwriting Agreement (the “Agreement”). The Offered Shares, the Warrants and the Warrant Shares are collectively referred to as the “Securities”. The Offered Shares and the Warrants shall be sold together as a fixed combination, each consisting of one Offered Share and a Warrant to purchase 0.5 of a share of Common Stock. The Offered Shares and the Warrants shall be immediately separable and transferable upon issuance. The terms of the Warrants are set forth in the form of Warrant attached as Exhibit A hereto.
