Filed by Bowne Pure Compliance





Exhibit 4.1




“THE WARRANTS EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION
MAY BE EFFECTED WITHOUT (I) AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO, (II) AN OPINION OF
COUNSEL FOR THE HOLDER, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATION IS NOT
REQUIRED AND ANY PROSPECTUS DELIVERY REQUIREMENTS ARE NOT APPLICABLE OR (III) RECEIPT OF NO-ACTION
LETTERS FROM THE APPROPRIATE GOVERNMENTAL AUTHORITIES. COPIES OF THE WARRANT AGREEMENT COVERING THE
PURCHASE OF THESE WARRANTS AND VARIOUS REQUIREMENTS, INCLUDING WITHOUT LIMITATION PROVISIONS
RESTRICTING THEIR TRANSFER, MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY THE HOLDER OF
RECORD OF THIS CERTIFICATE TO THE SECRETARY OF THE COMPANY AT THE PRINCIPAL EXECUTIVE OFFICES OF
THE COMPANY.”




Warrant Certificate No. 2




WARRANTS TO PURCHASE

8,000,000 MILLION SHARES OF COMMON STOCK




SYNTROLEUM CORPORATION




INCORPORATED UNDER THE LAWS


OF THE STATE OF DELAWARE




This certifies that, for value received, Tyson Foods, Inc., the registered holder hereof (the
“Warrantholder”), is entitled to purchase from SYNTROLEUM CORPORATION (the “Company”) at a purchase
price of $0.01 per share (the “Warrant Price”) the number of shares of Common Stock of the Company
set forth above (the “Shares”). The number of shares of Common Stock of the Company purchasable
upon exercise of each Warrant evidenced hereby and the Warrant Price shall be subject to adjustment
from time to time as set forth in the Warrant Agreement (as hereinafter defined).



The Warrants evidenced hereby may be exercised in whole or in part by presentation of this
Warrant certificate with the Purchase Form attached hereto duly executed and simultaneous payment
of the Warrant Price at the principal office of the Company. Payment of such price shall be made in
cash or immediately available funds.



The Warrants evidenced hereby are issued under and in accordance with a Warrant Agreement,
dated as of June 30, 2008 (the “Warrant Agreement”), between the Company and the Warrantholder and
are subject to the terms and provisions contained in the Warrant Agreement, including certain
restrictions on the exercise thereof, to all of which the Warrantholder by acceptance hereof
consents.


 


 









 





Upon any partial exercise of the Warrants evidenced hereby, there shall be signed and issued
to the Warrantholder a new Warrant certificate in respect of the Shares as to which the Warrants
evidenced hereby shall not have been exercised. These Warrants may be exchanged at the office of
the Company by surrender of this Warrant certificate properly endorsed for one or
more new Warrants of the same aggregate number of Shares as are evidenced by the Warrant or
Warrants exchanged. No fractional shares of Common Stock will be issued upon the exercise of rights
to purchase hereunder, but the Company shall pay the cash value of any fraction upon the exercise
of one or more Warrants. These Warrants are transferable in the manner and subject to the
restrictions set forth or referred to in the Warrant Agreement.



This Warrant Certificate does not entitle the Warrantholder to any of the rights of a
stockholder of the Company.



	 	 	 	 	 	 	 
	 	 	SYNTROLEUM CORPORATION
	 
	 

	 	By: 	 	 /s/ Edward G. Roth 	 	 
	 

	 	 
	 	 

	 



							
	 

	 	Name:	 	Edward G. Roth 	 	 
	 

	 	 	 	 

	 	 
	 

	 	Title:
	 	President & CEO
	 	 
	 

	 	 	 	 

	 	 






Dated:
10/21              ,  08  




ATTEST:



	 	 	 
	Karen L. Gallagher

	 	 
	 

Secretary

	 	 







 


 









 




SYNTROLEUM CORPORATION

PURCHASE FORM




SYNTROLEUM CORPORATION

5416 South Yale, Suite 400

Tulsa, Oklahoma 74135




The undersigned hereby irrevocably elects to exercise the right of purchase represented by the
within Warrant certificate for, and to purchase thereunder,
 _____ 

shares of Common Stock (the
“Shares”) provided for therein, and requests that certificates for the Shares be issued in the name
of.



	 	 	 	 	 
	 
	 	 	 	 
	 
	 	 
	 	 
	 

	 	 

(Please Print or Type Name, Address and Social Security Number or Taxpayer Identification Number)
	 	 






and, if said number of Shares shall not be all the Shares purchasable thereunder, that a new
Warrant certificate for the balance of the Shares purchasable under the within Warrant certificate
be registered in the name of the undersigned Warrantholder as below indicated and delivered to the
address stated below. The undersigned has also submitted to the Company a certificate in which it
has made the representations and covenants required in Section 12 of the Warrant Agreement.



Dated:                     




Name of Warrantholder:



	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	(Please Print)	 	 
	 
	 	 	 	 	 	 
	Address:
	 	 	 	 	 	 
	 

	 	 

	 	 
	 

	 	 

	 	 
	Signature:
	 	 	 	 	 	 
	 

	 	 

	 	 






Note: The above signature must correspond with the name as written upon the face of this Warrant
certificate in every particular, without alteration or enlargement or any change whatever.