Filed by Bowne Pure Compliance





Exhibit 10.1




WARRANT AGREEMENT




THIS WARRANT AGREEMENT (the “Agreement”), dated as of June 30, 2008, is made and entered into
by and between Syntroleum Corporation, a Delaware corporation (the “Company”), and Tyson Foods,
Inc., a Delaware corporation (“Warrantholder”) (both the Company and the Warrantholder may be
referred to collectively as the “Parties”).



The Parties are each 50% owners of Dynamic Fuels, LLC, a Delaware limited liability company
(“DF”) which has been approved for $100,000,000 of funding under certain Go-Zone revenue bonds
originated by the Louisiana Public Facilities Authority (the “Bonds”).



As a condition to DF obtaining funding under the Bonds, among other things, the Warrantholder
is providing a letter of credit in the amount of $100,000,000 to guarantee DF’s obligations under
the Bonds (the “Guarantee”).



The Parties agreement is that each of them has effective responsibility as between each other
for one-half of the Guarantee, and the Parties agree, as between each other, that each of the
Company and the Warrantholder is obligated for
one-half of any and all amounts disbursed arising
out of and pursuant to the Guarantee, up to $50,000,000 each. Warrantholder agrees to provide the
Guarantee in its name, as the Company’s financial condition does not presently support its issuance
of a letter of credit or other form of guarantee in the necessary amount. Warrantholder further
agrees to maintain the Guarantee until the Bonds reach final maturity, or until DF is financially
able to provide the Guarantee and elects to do so. As consideration to induce the Warrantholder to
provide the Guarantee, Company and the Warrantholder have agreed that the Company will issue and
deliver to the Warrantholder warrants (the “Warrants”) to purchase up to eight million shares (the
“Shares”) of the Company’s common stock, par value $.01 per share (the “Common Stock”) upon the
terms and conditions of this Agreement, pursuant to the terms set forth herein.



The cost of issuing the Bonds, consisting of the items identified in Attachment 1, shall be
borne by DF. Annual costs payable by DF in relation to the Bonds include (i) the interest payments
on the Bonds; (ii) the annual Remarketing Agent fee; (iii) the annual fee payable to the
Bondholders’ Trustee; and (iv) the letter of credit fees for supplying the Letter of Credit
guaranty from Warrantholder for the Bonds. Any fees in addition to those mentioned above are
subject to the approval of DF.



In consideration of the foregoing recitals, covenants, and agreements, and for the purpose of
defining the terms and provisions of the Warrants and the respective rights and obligations
thereunder, the Company and the Warrantholder, for value received, hereby further agree as follows:




 


 









 






Section 1. Transferability and Form of Warrants.



1.1 Registration. The Warrants shall be numbered and shall be registered on the books
of the Company when issued.


1.2 Limitations on Transfer.



(a) The Warrants and the Shares shall not be sold, assigned, transferred, pledged or otherwise
encumbered except upon the conditions specified in this Agreement. Warrantholder will cause any
proposed purchaser, assignee, transferee or pledgee of the Warrants or the Shares, except for
transferees in dispositions of Shares that are pursuant to an effective registration statement
under the Securities Act of 1933 (the “Act”), or dispositions of Shares pursuant to Rule 144 or
Rule 144A under the Act, to agree to take and hold such securities subject to the provisions and
upon the conditions specified in this Agreement. The Warrants may be divided or combined, upon
request to the Company by a Warrantholder, into a certificate or certificates representing the
right to purchase the same aggregate number of Shares. Unless the context indicates otherwise, the
term “Warrantholder” shall include any transferee or transferees of the Warrants or the Shares that
are required to be bound by the terms hereof, and the term “Warrants” shall include any and all
warrants outstanding pursuant to this Agreement, including those evidenced by a certificate or
certificates issued upon division, exchange or substitution pursuant to this Agreement.
Warrantholder by its receipt of a Warrant certificate, agrees to be bound by and comply with the
terms of this Agreement. Warrantholder represents and agrees that the Warrant (and Shares if the
Warrant is exercised) is purchased only for investment, for such Warrantholder’s own account, and
without any present intention to sell, or with a view to distribution of, the Warrant or Shares.



(b) If Warrantholder desires to sell the Warrants, Warrantholder shall deliver a written
notice thereof (“Right of First Offer Notice”) to the Company.



(c) Upon receipt of the Right of First Offer Notice, the Company shall have thirty (30)
calendar days to provide Warrantholder with a binding, written offer (the “Offer”) to purchase the
Warrants. Any Offer must include, at a minimum, a price, in cash, for the Warrants, a description
of any material conditions applicable to the purchase thereof, and the time period within which the
Company is prepared to close such purchase (which shall be as soon as reasonably practicable, but
in no event later than sixty (60) calendar days after the date-of the Right of First Offer Notice).
Upon receipt of an Offer from the Company, Warrantholder shall have the right, but not the
obligation, to accept the same by delivering written notice to the Company, which notice shall
constitute a contract between Warrantholder to sell, and the Company to purchase, the Warrants on
the terms and conditions described therein.



(d) If Warrantholder elects not to accept any Offer, Warrantholder may sell the Warrants to a
third party, provided that, the sale price for the Warrants must be in cash and may not be less
than 105% of the price set forth in any Offer that was timely delivered to Warrantholder. The sale
must be concluded within the later to occur of (i) one hundred eighty (180) calendar days from the
date of such election and (ii) receipt of any third party consents or approvals required in
connection with such sale. If Warrantholder elects not to accept an Offer for the Warrants and does
not agree to sell the Warrants in accordance with the terms of this Agreement within thirty (30)
calendar days of such election, then Warrantholder shall not sell the Warrants for a period of one
(1) year following the expiration of such thirty (30) calendar day period. Following such one (1)
year period, if Warrantholder desires to sell the Warrants, Warrantholder shall once again deliver
a Right of First Offer Notice to the Company.


 


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1.3 Form of Warrants. The text of the Warrants and of the form of election to purchase
Shares shall be substantially as set forth in Exhibit A attached hereto. The number of
Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of
certain events, all as hereinafter provided. The Warrant shall be executed on behalf of the Company
by its Chief Executive Officer, President or by a Vice President, attested to by its Secretary or
an Assistant Secretary. A Warrant bearing the signature of an individual who was at the time of
execution thereof the proper officer of the Company shall bind the Company, notwithstanding that
such individual shall have ceased to hold such office prior to the delivery of such Warrant or did
not hold such office on the date of this Agreement.



The Warrants shall be dated as of the date of signature thereof by the Company either upon
initial issuance or upon division, exchange or substitution.



1.4 Legend on Warrants. Each Warrant certificate shall bear the following legends:




	 	(a)	 	“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.”; and







	 	(b)	 	any legend required by applicable state securities law.






Any certificate issued at any time in exchange or substitution for any certificate bearing
such legends (except, in the case of the Shares, a new certificate issued upon completion of a
public distribution pursuant to a registration statement under the Act or upon completion of a sale
under Rule 144 or Rule 144A under the Act of the securities represented thereby) shall also bear
the above legend or similar legend unless, in the opinion of the Company’s counsel, the securities
represented thereby need no longer be subject to such restrictions. Warrantholder consents to the
Company making a notation on its records and giving instructions to any registrar or transfer agent
of the Warrants and the Common Stock in order to implement the restrictions on transfer established
in this Agreement.


 


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Section 2. Exchange of Warrant Certificate. Any Warrant certificate may be exchanged
for another certificate or certificates entitling a Warrantholder to purchase a like
aggregate number of Shares as the certificate or certificates surrendered then entitled such
Warrantholder to purchase. Any Warrantholder desiring to exchange a Warrant certificate shall make
such request in writing delivered to the Company, and shall surrender, properly endorsed, the
certificate evidencing the Warrant to be so exchanged. Thereupon, the Company shall execute and
deliver to the person entitled thereto a new Warrant certificate as so requested.



Section 3. Issuance of Warrants; Term of Warrants; Exercise of Warrants; Amount of
Warrants.



(a) On the date of funding of the Bonds, the Company shall issue a Warrant certificate
evidencing Warrants representing the right, subject to the provisions contained herein and therein,
to purchase from the Company up to eight million Shares; provided that in the event the number of
shares of Common Stock issuable pursuant to the exercise of a Warrant to be issued pursuant to this
Section 3(a), (i) when aggregated with all other shares of Common Stock then owned beneficially by
the Warrantholder, would result in the beneficial ownership by the Warrantholder (assuming such
Warrants were exercisable) of a number of shares of Common Stock equal to or in excess of 20% of
the outstanding shares of Common Stock on the date of issuance or (ii) when aggregated with all
other shares of Common Stock issuable pursuant to the exercise of all Warrants previously issued
pursuant to this Section 3(a) and all warrants previously issued pursuant to the Warrant Agreement
dated as of June 22, 2007 between the Company and the Warrantholder (the “2007 Agreement”) would
result in the issuance upon exercise of all such Warrants and warrants of a number of shares of
Common Stock equal to or in excess of 20% of the outstanding shares of Common Stock as of the date
of this Agreement, then the number of shares of Common Stock issuable pursuant to the exercise of
such Warrant shall be reduced to the maximum number of shares of Common Stock that does not equal
or exceed such amount. The Company represents to the Warrantholder that the Company has all
corporate power and authority to issue the Warrants and the Shares (and the warrants and the shares
contemplated by the 2007 Agreement) to the Warrantholder and has obtained all consents and
approvals required in connection with the issuance of the Warrants and the Shares (and the warrants
and the shares contemplated by the 2007 Agreement) to the Warrantholder; provided, that shareholder
approval has not been obtained based upon the maximum share limitations set forth in the preceding
sentence.



(b) Subject to the terms of this Agreement, including without limitation subsection (e) of
this Section 3, Warrantholder shall have the right, at any time and from time to time on a day that
is not a Saturday, Sunday or public holiday in Tulsa, Oklahoma, to exercise the Warrants and to
purchase from the Company up to the number of duly authorized, fully paid and nonassessable Shares
to which Warrantholder may at the time be entitled to purchase pursuant to this Agreement, upon
surrender to the Company, at its principal office, of the certificate evidencing the Warrants to be
exercised, together with the purchase form on the reverse thereof duly completed and signed, and
upon payment to the Company of the Warrant Price, for the number of Shares in respect of which such
Warrants are then exercised, but in no event for less than 100 Shares for any Warrantholder (unless
less than an aggregate of 100 Shares are then purchasable under all outstanding Warrants held by a
Warrantholder).



(c) Payment by Warrantholder of the aggregate Warrant Price shall be made in cash or by
immediately available funds, check or any combination thereof.


 


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(d) Upon such surrender of the Warrants and payment of such Warrant Price as aforesaid, the
Company shall issue and cause to be delivered to or upon the written order of the exercising
Warrantholder and in the name of the exercising Warrantholder a certificate or certificates for the
number of full Shares so purchased upon the exercise of his Warrant, together with cash, as
provided in Section 9 hereof, in respect of any fractional Shares otherwise issuable upon such
surrender. Such certificate or certificates shall be deemed to have been issued and the exercising
Warrantholder shall be deemed to have become a holder of record of such securities as of the date
of surrender of the Warrants and payment of the Warrant Price, as aforesaid, notwithstanding that
the certificate or certificates representing such securities shall not actually have been delivered
or that the stock transfer books of the Company shall then be closed. The Warrants shall be
exercisable, at the election of a Warrantholder, either in full or from time to time in part and,
in the event that a certificate evidencing the Warrants is exercised in respect of less than all of
the Shares specified therein, a new certificate evidencing the remaining portion of the Warrants
held by such Warrantholder will be issued by the Company.



(e) The Parties acknowledge that the number of Warrants exercisable into Shares hereunder
shall be based on a pro-rata delivery of the Warrants determined by the actual credit support
supplied by Warrantholder. The following calculation method shall be used.




Definition:




X – is the maximum credit support offered by Warrantholder with the same general
terms and conditions as the Bonds . X is equal to $50,000,000 (fifty million
dollars).




Y – is the maximum number of warrants to be issued by Company concurrent with
$50,000,000 (fifty million) in credit support to Company. Y is equal to 8,000,000
(eight million) warrants




Z – is the Warrant Ratio which is equal to Y divided by X which is 0.16 warrants per
$1 of credit support supplier by Warrantholder.




P – is the percentage of the Bond allocated to Company based on Company’s ownership
in the project financed by the Bonds. As of the date of this Agreement P = 50%




B – is the gross Bond amount issued




GCS – is the gross credit support required by Company from Warrantholder which is
equal to P times B.




XWH – is the credit support for the Bonds supplied by Company and may be voluntary
or mandatory. Company supplied credit support is mandatory if GCS is greater than
X. Company must determine the level of voluntary credit support for the Bonds to be
supplied by the Company no later than the date on which the DF Management Committee
approves the resolution to issue the Bonds




XC – is the credit support supplied by the Warrantholder


 


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WD – is the Warrants due Warrantholder




The calculation is described as follows and illustrated the following example
calculations




WD = (B*P-XWH)*Z




Example Calculation



Example 1 — Bond Amount Less Than $100 million, voluntary credit support from Company



	 	 	 	 	 	 	 	 	 	 	 
	Row #	 	Symbol	 	Description	 	Value	 	 	Calculation
	1
	 	X	 	Maximum Warrantholder supplied credit support	 	$	50,000,000	 	 	Constant
	2
	 	Y	 	Maximum Warrant Amount	 	 	8,000,000	 	 	Constant
	3
	 	Z	 	Warrant Ratio — Warrants/USD	 	 	0.1600	 	 	Row 2/Row 3
	4
	 	B	 	Actual Bond amount issued	 	$	85,000,000	 	 	Value
	5
	 	P	 	Percentage of the Bond allocated to Company	 	 	50	%	 	Value
	6
	 	GCS	 	Gross Company credit support required from Warrantholder 

(not to exceed $50 million)
	 	$	42,500,000	 	 	Row 4* Row 5
	7
	 	XWH	 	Company supplied voluntary credit support	 	$	25,000,000	 	 	Value
	8
	 	XC	 	Credit support supplied by Warrantholder	 	$	17,500,000	 	 	Row 6 – Row 7
	9
	 	WD	 	Warrants due Warrantholder	 	 	2,800,000	 	 	Row 8 * Row 3







Example 2 — Bond amount equals $100 million, no credit support from Company



	 	 	 	 	 	 	 	 	 	 	 
	Row #	 	Symbol	 	Description	 	Value	 	 	Calculation
	1
	 	X	 	Maximum Warrantholder supplied credit support	 	$	50,000,000	 	 	Constant
	2
	 	Y	 	Maximum Warrant Amount	 	 	8,000,000	 	 	Constant
	3
	 	Z	 	Warrant Ratio — Warrants/USD	 	 	0.1600	 	 	Row 2/Row 3
	4
	 	B	 	Actual Bond amount issued	 	$	100,000,000	 	 	Value
	5
	 	P	 	Percentage of the Bond allocated to Company	 	 	50	%	 	Value
	6
	 	GCS	 	Gross Company credit support required from Warrantholder 

(not to exceed $50 million)
	 	$	50,000,000	 	 	Row 4* Row 5
	7
	 	XWH	 	Company supplied credit support	 	$	0	 	 	Value
	8
	 	XC	 	Credit support supplied by Warrantholder	 	$	50,000,000	 	 	Row 6 – Row 7
	9
	 	WD	 	Warrants due Warrantholder	 	 	8,000,000	 	 	Row 8 * Row 3







Example 3 — Bond amount greater than $100 million, mandatory credit support from Company



	 	 	 	 	 	 	 	 	 	 	 
	Row #	 	Symbol	 	Description	 	Value	 	 	Calculation
	1
	 	X	 	Maximum Warrantholder supplied credit support	 	$	50,000,000	 	 	Constant
	2
	 	Y	 	Maximum Warrant Amount	 	 	8,000,000	 	 	Constant
	3
	 	Z	 	Warrant Ratio — Warrants/USD	 	 	0.1600	 	 	Row 2/Row 3
	4
	 	B	 	Actual Bond amount issued	 	$	135,000,000	 	 	Value
	5
	 	P	 	Percentage of the Bond allocated to Company	 	 	50	%	 	Value
	6
	 	GCS	 	Gross Company credit support required from Warrantholder 

(not to exceed $50 million)
	 	$	67,500,000	 	 	Row 4* Row 5
	7
	 	XWH	 	Company supplied mandatory credit support	 	$	17,500,000	 	 	Value
	8
	 	XC	 	Credit support supplied by Warrantholder	 	$	50,000,000	 	 	Row 6 – Row 7
	9
	 	WD	 	Warrants due Warrantholder	 	 	8,000,000	 	 	Row 8 * Row 3







Illustrative calculations only. Other combination exist.


 


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(f) The Warrants shall not be issued upon the occurrence of any of the following events:




	 	(1)	 	The Bonds are not issued;

	 
	 	(2)	 	The Guarantee is not required as a condition to the issuance of the Bonds.






(g) The Warrants will expire four (4) years from the date of issuance.



Section 4. Payment of Taxes. The Company will pay all documentary stamp taxes, if any,
attributable to the initial issuance of the Warrants or the Shares; provided, however, the Company
shall not be required to pay any tax which may be payable in respect of any secondary transfer of
the Warrants or the Shares.



Section 5. Mutilated or Missing Warrants. In case the certificate or certificates
evidencing the Warrants shall be mutilated, lost, stolen or destroyed, the Company shall, at the
request of a Warrantholder, issue and deliver in exchange and substitution for and upon
cancellation of the mutilated certificate or certificates, or in lieu of and substitution for the
certificate or certificates lost, stolen or destroyed, a new Warrant certificate or certificates of
like tenor and representing an equivalent right or interest, but only upon receipt of evidence
satisfactory to the Company of such loss, theft or destruction of such Warrant and a bond of
indemnity, if requested, also satisfactory in form and amount at the applicant’s cost. Applicants
for such substitute Warrants certificate shall also comply with such other reasonable regulations
and pay such other reasonable charges as the Company may prescribe.



Section 6. Reservation of Shares; No Impairment.



(a) There has been reserved, and the Company shall at all times keep reserved so long as the
Warrants remain outstanding, out of its authorized Common Stock, such number of shares of Common
Stock as shall be subject to purchase under the Warrants. On or before taking any action that would
cause an adjustment pursuant to the terms of the Warrants resulting in an increase in the number of
shares of Common Stock deliverable upon such conversion or exercise above the number thereof
previously authorized, reserved and available therefor, the Company shall take all such action so
required for compliance with this Section.



(b) The Company shall not by any action, including, without limitation, amending its charter
documents or through any reorganization, reclassification, transfer of assets, consolidation,
merger, dissolution, issue or sale of securities or any other similar voluntary action, avoid or
seek to avoid the observance or performance of any of the terms of this Agreement, but will at all
times in good faith assist in the carrying out of all such terms and in the taking of all such
actions as may be necessary or appropriate to protect the rights of the Warrantholder against
impairment.



Section 7. Warrant Price. The price per Share at which Shares shall be purchasable
upon the exercise of the Warrants (the “Warrant Price”) is, subject to adjustment pursuant to
Section 8 hereof, $0.01.


 


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Section 8. Adjustment of Number of Shares. The number of securities purchasable upon
the exercise of the Warrants and the Warrant Price shall be subject to adjustment from time to time
upon the happening of certain events, as follows:



8.1 Adjustments. The number of Shares purchasable upon the exercise of the Warrants
and the Warrant Price shall be subject to adjustment as follows:



(a) If the Company after the date hereof shall (1) make or pay a dividend or make a
distribution in shares of Common Stock on its Common Stock, (2) subdivide its outstanding shares of
Common Stock into a greater number of shares or (3) combine or reclassify its outstanding shares of
Common Stock into a smaller number of shares, the number of Shares purchasable upon exercise of the
Warrants immediately prior to such action shall be adjusted so that a Warrantholder upon exercise
of the Warrants shall be entitled to receive the number of shares of Common Stock which it would
have owned or would have been entitled to receive immediately following such action had the
Warrants been exercised immediately prior thereto. An adjustment made pursuant to this subsection
(a) shall become effective on the day immediately after the record date, except as provided in
subjection (g) below, in the case of a dividend or distribution and shall become effective on the
day immediately after the effective date in the case of a subdivision or combination. Whenever the
number of Shares purchasable upon the exercise of a Warrant is adjusted as provided in this
paragraph (a), the Warrant Price shall be adjusted by multiplying such Warrant Price immediately
prior to such adjustment by a fraction, of which the numerator shall be the number of Shares
purchasable upon the exercise of the Warrants immediately prior to such adjustment, and of which
the denominator shall be the number of Shares so purchasable immediately thereafter.



(b) If the Company after the date hereof shall distribute any rights, warrants or options to
all holders of its Common Stock entitling them, for a period expiring within sixty (60) days after
the record date for such distribution, to purchase shares of Common Stock or securities convertible
into Common Stock at a price per share less than the Relevant Current Market Price Per Share (as
defined below), the Warrant Price shall be adjusted by multiplying the Warrant Price in effect
immediately prior to such adjustment by a fraction, of which (i) the numerator shall be the sum of
(A) the number of shares of Common Stock outstanding on the record date for the distribution to
which this subsection (b) is being applied and (B) the number of shares of Common Stock which the
aggregate price of the total number of shares of Common Stock offered pursuant to the distribution
to which this subsection (b) is being applied would purchase at the Relevant Current Market Price
Per Share and (ii) the denominator shall be the sum of (A) the number of shares of Common Stock
outstanding on the record date for the distribution to which this subsection (b) is being applied
and (B) the number of additional shares of Common Stock offered pursuant to the distribution to
which this subsection (b) is being applied. For purposes of this subsection (b), the “Relevant
Current Market Price Per Share” means the then Current Market Value per share of the Common Stock
(determined as provided in subsection (e) below) on the record date for the distribution to which
this subsection (b) applies, minus, for any distribution to which subsection (c) applies and for
which (x) the record date shall occur on or before the record date for the distribution to which
this subsection (b) applies and (y) the “‘ex’ date” shall occur on or after the record date for the
determination of shareholders entitled to receive the rights, warrants or options to which this
subsection (b) applies, the fair market value (on the record date for the distribution to which
this subsection (b) applies and as reasonably
determined in good faith by the Board of Directors of the Company) of the assets of the
Company or evidences of indebtedness, cash or securities distributed in respect of each share of
Common Stock in such subsection (c) distribution. The adjustment shall, except as provided in
subsection (g) below, become effective on the day immediately after the record date for the
determination of shareholders entitled to receive the rights, warrants or options to which this
subsection (b) applies.


 


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(c) If the Company or any subsidiary of the Company after the date hereof shall distribute to
all holders of Common Stock any of its assets, evidences of indebtedness, cash or securities
(excluding any distributions referred to in subsections (a) or (b) and any dividend or distribution
paid in cash out of earned surplus of the Company) then in each such case the Warrant Price shall
be adjusted so that the same shall equal the price determined by multiplying the Warrant Price in
effect immediately prior to the record date of such distribution by a fraction of which the
numerator shall be the then Current Market Value per share of the Common Stock (determined as
provided in subsection (e) below) on the record date mentioned below less the then fair market
value (with respect to non-cash consideration, as reasonably determined in good faith by the Board
of Directors of the Company) of the portion of the assets, evidences of indebtedness, cash or
securities so distributed applicable to one share of Common Stock, and of which the denominator
shall be such Current Market Value per share of the Common Stock. Such adjustment shall, except as
provided in subsection (g) below, become effective on the day immediately after the record date for
the determination of stockholders entitled to receive such distribution.



(d) If the Company after the date hereof shall consummate a tender offer for or otherwise
repurchase or redeem Common Stock (other than a repurchase in connection with grants, vesting or
exercises of awards under stock incentive plans), to the extent that the cash and value of any
other consideration included in such payment per share of Common Stock exceeds the Current Market
Value per share of Common Stock (determined as provided in subsection (e) below) on the trading day
next succeeding the Expiration Time (as defined below), unless the Company tenders for the Warrants
on terms which give effect to such excess consideration, the Warrant Price shall be reduced so that
the same shall equal the price determined by multiplying the Warrant Price in effect immediately
prior to the last time tenders or repurchases or redemptions may be made pursuant to such tender or
repurchase or redemption (the “Expiration Time”) by a fraction of which the numerator shall be the
number of shares of Common Stock outstanding (including any tendered, repurchased or redeemed
shares) at the Expiration Time multiplied by the Current Market Value per share of Common Stock on
the trading day next succeeding the Expiration Time, and of which the denominator shall be the sum
of (A) the fair market value (with respect to non-cash consideration, as reasonably determined in
good faith by the Board of Directors of the Company) of the aggregate consideration payable to
shareholders based on the acceptance of all shares validly tendered, repurchased or redeemed and
not withdrawn as of the Expiration Time (the shares deemed so accepted being referred to as the
“Purchased Shares”) and (B) the product of the number of shares of Common Stock outstanding (less
any Purchased Shares) at the Expiration Time and the Current Market Value per share of Common Stock
on the trading day next succeeding the Expiration Time, such reduction to become effective
immediately prior to the opening of business on the day following the Expiration Time.


 


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(e) For the purpose of any computation under subsection (b), (c) or (d) above, the “Current
Market Value” per share of Common Stock on any date shall be deemed to be the average of the Market
Value of the Common Stock for the ten (10) trading days before, and ending not later than, the
earlier of the date in question and the date before the “‘ex’ date”, with respect to the issuance
or distribution requiring such computation. For purposes of subsection (b) and this subsection (e),
the term “‘ex’ date,” when used with respect to any issuance or distribution, means the first date
on which the Common Stock trades regular way on the Nasdaq (or, if not listed or admitted to
trading thereon, then on the principal national securities exchange or automated quotation system
on which the Common Stock is listed or admitted to trading and if not listed or admitted to trading
on any national securities exchange or automated quotation system, as determined in good faith by
the Company’s Board of Directors) without the right to receive such issuance or distribution.
“Market Value” on any trading day shall mean (i) in the case of a security traded on the
over-the-counter market and not on Nasdaq nor on any national securities exchange, the per share
last sale price of the Common Stock on such trading day as reported by Nasdaq or an equivalent
generally accepted reporting service; (ii) in the case of a security traded on Nasdaq or on a
national securities exchange, the per share last sale price of the Common Stock on such trading day
on Nasdaq or on the principal stock exchange on which it is listed, as the case may be or (iii) if
neither clause (i) or (ii) above is applicable, then the fair value thereof as determined in good
faith by the Company’s Board of Directors. For purposes of clause (i) above, if trading in the
Common Stock is not reported by Nasdaq, the bid price referred to in said clause shall be the
lowest bid price as reported in the “pink sheets” published by National Quotation Bureau,
Incorporated. The last sale price referred to in clause (ii) above shall be the last reported sale
price or, in case no such reported sale takes place on such day, the average of the reported
closing bid and asked prices, in either case on Nasdaq or on the national securities exchange on
which the Common Stock is then listed.



(f) In addition to the foregoing adjustments in subsections (a), (b), (c) and (d) above, the
Company will be permitted to make such reductions in the Warrant Price as it considers to be
advisable in order that any event treated for Federal income tax purposes as a dividend of stock or
stock rights will not be taxable to the holders of the shares of Common Stock.



(g) In any case in which this Section 8 shall require that an adjustment be made effective on
the day immediately following a record date, the Company may elect to defer the effectiveness of
such adjustment (but in no event until a date later than the effective time of the event giving
rise to such adjustment), in which case the Company shall, with respect to any Warrant exercised
after such record date and on and before such adjustment shall have become effective (i) defer
paying any cash payment pursuant to Section 9 hereof or issuing to Warrantholder the number of
shares of Common Stock (or other assets or securities) issuable upon such exercise in excess of the
number of shares of Common Stock and other capital stock of the Company issuable thereupon only on
the basis of the Warrant Price prior to such adjustment, and (ii) not later than five (5) business
days after such adjustment shall have become effective, pay to Warrantholder the appropriate cash
payment pursuant to Section 9 hereof and issue to Warrantholder the additional shares of Common
Stock (or other asset or securities) issuable on such exercise.


 


- 10 -









 





(h) Upon the expiration of any rights, warrants or options referred to in subsection (b) or
(c) above, to the extent the Warrants shall not have been exercised, the Warrant Price shall be
adjusted to such amount as would have been received by a Warrantholder had the adjustment in such
Warrant Price made upon the distribution of such rights, warrants or options been made upon the
basis of the distribution of only such number of rights, warrants or options as were actually
exercised.



(i) No adjustment in the number of Shares purchasable pursuant to the Warrants or in the
Warrant Price shall be required unless such adjustment would require an increase or decrease of at
least 1.0% of the number of Shares then purchasable upon exercise of the Warrants or in the Warrant
Price; provided, however, that any adjustments which by reason of this subsection 8.1(i) are not
required to be made immediately shall be carried forward and taken into account in any subsequent
adjustment. All calculations under this Section 8 shall be made to the nearest cent or to the
nearest one-hundredth of a share, as the case may be.



(j) Whenever the number of Shares purchasable upon the exercise of the Warrants or the Warrant
Price is adjusted as herein provided, the Company shall cause to be promptly mailed to the
Warrantholder by first class mail, postage prepaid, notice of such adjustment setting forth the
number of Shares purchasable upon the exercise of the Warrants and the Warrant Price after such
adjustment, a brief statement of the facts requiring such adjustment and the computation by which
such adjustment was made.



(k) Except as provided in this Section 8 or in Section 11, during the term of the Warrants or
upon the exercise of the Warrants, no adjustment shall be made (i) in respect of any dividends or
distributions or (ii) in respect of the consummation of any business combination or other
extraordinary transaction.



8.2 Par Value of Shares of Common Stock. Before taking any action which would cause an
adjustment effectively reducing the portion of the Warrant Price allocable to each Share below the
then par value per share of the Common Stock issuable upon exercise of the Warrants, the Company
will take any corporate action which may, in the opinion of its counsel, be necessary in order that
the Company may validly and legally issue fully paid and nonassessable Common Stock upon exercise
of the Warrants.



8.3 Independent Public Accountants. The Company may retain a firm of independent
public accountants of recognized national standing (which may be any such firm regularly employed
by the Company) to make any computation required under this Section 8, and a certificate signed by
such firm shall be conclusive evidence of the correctness of any computation made under this
Section 8.



8.4 Statement on Warrant Certificates. Irrespective of any adjustments in the number
of securities issuable upon exercise of Warrants or in the Warrant Price, Warrant certificates
theretofore or thereafter issued may continue to express the same number of securities and Warrant
Price as are stated in the Warrant certificates initially issuable pursuant to this Agreement.
However, the Company may, at any time in its sole discretion (which shall be conclusive), make any
change in the form of Warrant certificate that it may deem appropriate and that does not affect the
substance thereof; and any Warrant certificate thereafter issued,
whether upon registration of, or in exchange or substitution for, an outstanding Warrant
certificate, may be in the form so changed.


 


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Section 9. Fractional Interests; Fair Value. The Company shall not be required to
issue fractional Shares on the exercise of the Warrants. If any fraction of a Share would, except
for the provisions of this Section 9, be issuable on the exercise of the Warrants (or specified
portion thereof), the Company shall pay an amount in cash equal to the then Market Value of the
Common Stock on the day of such exercise multiplied by such fraction.



Section 10. No Right as Stockholder; Notices to Warrantholder. Nothing contained in
this Agreement or in the Warrants shall be construed as conferring upon any Warrantholder or its
transferees any rights as a stockholder of the Company, including the right to vote, receive
dividends, call meetings, consent or receive notices as a stockholder in respect of any meeting of
stockholders for the election of directors of the Company or any other matter or imposing any
fiduciary or other duty on the Company, its officers or directors, in favor of any Warrantholder,
all of which rights and duties owed to stockholders are disclaimed and waived by Warrantholder. If,
however, at any time prior to the expiration of the Warrants and prior to their exercise, any one
or more of the following events shall occur:



(a) any action which would require an adjustment pursuant to Section 8.1; or



(b) a dissolution, liquidation or winding up of the Company or a consolidation, merger or
similar business combination or sale of its property, assets and business as an entirety or
substantially as an entirety shall be proposed;



then the Company shall give notice in writing of such event to Warrantholder, as provided in
Section 10 hereof, promptly prior to the date fixed as a record date or the date of closing the
transfer books for the determination of the stockholders entitled to any relevant dividend,
distribution, subscription rights or other rights, or for the determination of stockholders
entitled to vote on such proposed dissolution, liquidation or winding up. Such notice shall specify
such record date or the date of closing the transfer books, as the case may be. Failure to mail or
receive such notice or any defect therein shall not affect the validity of any action taken with
respect thereto.



Section 11. Continuation of Purchase Rights in Case of Reclassification, Change, Merger,
Consolidation or Sale of Assets. If any of the following shall occur, namely: (a) any
reclassification or change of outstanding shares of Common Stock issuable upon exercise of the
Warrants (other than a change in par value, or from par value to no par value, or from no par value
to par value, or as a result of a subdivision or combination of outstanding shares of Common
Stock), (b) any consolidation or merger of the Company with or into any other person, or the merger
of any other person with or into the Company (other than a merger which does not result in any
reclassification, change, conversion, exchange or cancellation of outstanding shares of Common
Stock) or (c) sale, transfer or conveyance of all or substantially all of the assets of the Company
(computed on a consolidated basis), then the Company, or such successor or purchasing entity, as
the case may be, shall, as a condition precedent to such reclassification, change, consolidation,
merger, sale, transfer or conveyance, execute and deliver to Warrantholder an agreement providing
that Warrantholder shall have the right to exercise the
Warrants only into the kind and amount of shares of stock and  other securities and property
(including cash) receivable upon such reclassification, change, consolidation, merger,



 


- 12 -









 






 sale,
transfer or conveyance by a holder of the number of shares of Common Stock issuable upon exercise
of the Warrants immediately prior to such reclassification, change, consolidation, merger, sale,
transfer or conveyance assuming such holder of Common Stock of the Company (i) is not a person
party to such transaction and (ii) failed to exercise its rights of an election, if any, as to the
kind or amount of securities, cash and other property receivable upon such reclassification,
change, consolidation, merger, sale, transfer or conveyance (provided that if the kind or amount of
securities, cash, and other property receivable upon such reclassification, change, consolidation,
merger, sale, transfer or conveyance is not the same for each share of Common Stock of the Company
held immediately prior to such reclassification, change, consolidation, merger, sale, transfer or
conveyance in respect of which such rights of election shall not have been exercised (“non-electing
share”), then for the purpose of this Section 11 the kind and amount of securities, cash and other
property receivable upon such reclassification, change, consolidation, merger, sale, transfer or
conveyance by each non-electing share shall be deemed to be the kind and amount so receivable per
share by a plurality of the non-electing shares). Such agreement shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments provided for in this
Agreement. If, in the case of any such consolidation, merger, sale or conveyance, the stock or
other securities and property (including cash) receivable thereupon by a holder of shares of Common
Stock includes shares of stock or other securities and property (including cash) of a corporation
other than the successor or purchasing corporation, as the case may be, in such consolidation,
merger, sale or conveyance, then such agreement shall also be executed by such other corporation
and shall contain such additional provisions to protect the interests of Warrantholder as the Board
of Directors of the Company shall reasonably consider necessary by reason of the foregoing. The
provisions of this Section 11 shall similarly apply to successive consolidations, mergers, sales or
conveyances. Notice of the execution of each such agreement shall be mailed to Warrantholder by
first class mail, postage prepaid.



Section 12. Securities Laws; Restrictions on Transfer of Shares; Registration Rights.



(a) Warrantholder agrees that the Warrant and the related Shares (each of the Warrant and the
Shares being referred to herein as a “Security” and together, “Securities”) are being acquired for
investment and that Warrantholder will not purchase, offer, sell or otherwise dispose of any of the
Securities except under circumstances which will not result in a violation of the Act. In order to
exercise this Warrant, a Warrantholder must be able to confirm and shall confirm in writing, by
executing a certificate to be supplied by the Company, all of the representations and other
covenants contained in this Agreement, including that the Securities so purchased are being
acquired for investment and not with a view toward distribution or resale. The Shares (unless
registered under the Act) shall be stamped or imprinted with, in addition to any other appropriate
or required legend, a legend in substantially the following form:



“THE SECURITIES EVIDENCED HEREBY 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
AGREEMENT COVERING THE PURCHASE OF THESE SECURITIES AND 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.”


 


- 13 -









 





(b) In addition, Warrantholder specifically represents to the Company both at the time of
initial purchase of the Warrant and at those future times as specified herein:



(1) The Warrantholder has experience in analyzing and investing in companies like the Company
and is capable of evaluating the merits and risks of an investment in the Company and has the
capacity to protect its own interests. The Warrantholder is an “Accredited Investor” as that term
is defined in Rule 501(a) promulgated under the Act. The Warrantholder is aware of the Company’s
business affairs and financial condition, and has acquired information about the Company sufficient
to reach an informed and knowledgeable decision to acquire the Securities. The Warrantholder is
acquiring the Securities for its own account for investment purposes only not as a nominee or agent
and not with a view to, or for the resale in connection with, any “distribution” thereof for
purposes of the Act. The Warrantholder acknowledges the Company’s obligation to file a registration
statement with respect to the Shares as set forth in the Registration Rights Agreement dated as of
the date hereof by and between the Company and the Warrantholder (the “Registration Rights
Agreement”), the effectiveness of which registration statement may be required for the resale of
the Shares. The Warrantholder has not offered or sold any portion of the Securities to be acquired
by such Warrantholder and has no present intention of reselling or otherwise disposing of any
portion of such Securities either currently or after the passage of a fixed or determinable period
of time or upon the occurrence or nonoccurrence of any predetermined event or circumstance, and in
particular the Warrantholder has no current intention to resell the Shares under such registration
statement nor would it have such intention if such registration statement were effective as of the
date of purchase. The Warrantholder understands that investment in the Securities is subject to a
high degree of risk. The Warrantholder can bear the economic risk of its investment, including the
full loss of its investment, and by reason of its business or financial experience or the business
or financial experience of its professional advisors has the capacity to evaluate the merits and
risks of its investment and protect its own interest in connection with the purchase of the
Securities. The Warrantholder also represents it has not been organized for the purpose of
acquiring the Securities.




(2) The Warrantholder understands that the Securities have not been and except as provided in
the Registration Rights Agreement will not be registered under the Act or any applicable State
securities law in reliance upon a specific exemption therefrom, which exemption depends upon, among
other things, the bona fide nature of the Warrantholder’s investment intent and the accuracy of the
Warrantholder’s representations as expressed herein and the Warrantholder will furnish the Company
with such additional information as is reasonably requested by the Company in connection with such
exemption.


 


- 14 -









 







(3) The Warrantholder further understands that the Securities must be held indefinitely unless
subsequently registered under the Act and any applicable state securities laws, or unless
exemptions from registration are otherwise available. Moreover, the Warrantholder understands that
the Company is under no obligation to and does not expect to register the Securities except as
provided for in the Registration Rights Agreement.



(4) The Warrantholder is aware of the provisions of Rule 144 and Rule 144A, promulgated under
the Act, which, in substance, permit limited public resale of “restricted securities” acquired,
directly or indirectly, from the issuer thereof (or from an Affiliate of such issuer), in a
nonpublic offering subject to the satisfaction of certain conditions, if applicable, including,
among other things: The availability of certain public information about the Company, the resale
occurring not less than six (6) months after the party has purchased and paid for the Securities to
be sold; the sale being made through a broker in an unsolicited “broker’s transaction” or in
transactions directly with a market maker (as said term is defined under the Securities Exchange
Act of 1934 (the “Exchange Act”)) and the amount of securities being sold during any three-month
period not exceeding the specified limitations stated therein.



(5) The Warrantholder further understands that at the time it wishes to sell the Securities,
it is possible that there will be no public market upon which to make such a sale, and that, even
if such a public market then exists, the Company may not be satisfying the current public
information requirements of Rule 144, and that, in such event, the Warrantholder may be precluded
from selling the Securities under Rule 144 even if the six month minimum holding period had been
satisfied.



(6) The Warrantholder further understands that in the event all of the requirements of Rule
144 or Rule 144A are not satisfied, registration under the Act or compliance with registration
exemption will be required; and that, notwithstanding the fact that Rule 144 is not exclusive, the
Staff of the Securities and Exchange Commission has expressed its opinion that persons proposing to
sell private placement securities other than in a registered offering and otherwise than pursuant
to Rule 144 will have a substantial burden of proof in establishing that an exemption from
registration is available for such offers or sales, and that such persons and their respective
brokers who participate in such actions do so at their own risk.



(7) The Warrantholder has had a reasonable opportunity to ask questions relating to and
otherwise discuss the Company’s business, management and financial affairs with the Company’s
management, customers and other parties, and the Warrantholder has received satisfactory responses
to the Warrantholder’s inquiries. The Warrantholder has relied solely on its own independent
investigation before deciding to enter into the purchase of the Warrants contemplated hereby.
Unless the Warrantholder has otherwise notified the Company in writing,
the Warrantholder is not, and has not been within the ninety (90) days prior to the closing
date of the purchase of the Securities, a broker or dealer of securities. Unless the Warrantholder
has otherwise notified the Company in writing, the Warrantholder is not an employee, officer or
director of the Company nor prior to the date hereof is the Warrantholder the beneficial owner of
5% or more of the Common Stock of the Company.


 


- 15 -









 





(c) With respect to any offer, sale or other disposition of any Securities that is not
registered under the Act, Warrantholder agrees to give written notice to the Company prior thereto,
describing briefly the manner thereof, together with a written opinion of such Warrantholder’s
counsel, if reasonably requested by the Company, to the effect that such offer, sale or other
disposition may be effected without registration or qualification (under the Act as then in effect
or any federal or state law then in effect) of such Securities and indicating whether or not under
the Act, certificates for the Securities in question to be sold or otherwise disposed of require
any restrictive legend as to applicable restrictions on transferability in order to ensure
compliance with such law. Such opinion must be satisfactory to the Company in its reasonable
judgment and shall state that it may be relied upon by counsel to the Company, and any stock
exchange or transfer agent. Promptly upon receiving such written notice and satisfactory opinion,
if so requested, the Company shall notify such Warrantholder that such Warrantholder may sell or
otherwise dispose of such Securities all in accordance with the terms of the notice delivered to
the Company. If a determination has been made pursuant to this subsection (c) that the opinion of
counsel for the Warrantholder is not satisfactory to the Company, the Company shall so notify such
Warrantholder promptly after such determination has been made and shall specify in detail the legal
analysis supporting any such conclusion. Each certificate representing the Securities thus
transferred (except a transfer registered under the Act or a transfer of Shares pursuant to Rule
144 or Rule 144A) shall bear a legend as to the applicable restrictions on transferability in order
to ensure compliance with such laws, unless in the aforesaid opinion of counsel for the
Warrantholder, such legend is not required in order to ensure compliance with such laws. The
Company may issue stop transfer instructions to its transfer agent in connection with such
restrictions.



(d) Prior to any transfer of the Securities (except a transfer registered under the Act or a
transfer of Shares pursuant to Rule 144 or Rule 144A), the proposed transferee shall agree in
writing with the Company to be bound by the terms of this Agreement (whether or not the Warrant has
been exercised or otherwise outstanding) as if an original signatory hereto and the proposed
transferee must be able to and must make representations as set forth in this Section 12.



(e) As used in this Section 12, “Affiliate” shall mean, with respect to any person, any other
person controlling, controlled by or under direct or indirect common control with such person (for
the purposes of this definition “control,” when used with respect to any specified person, shall
mean the power to direct the management and policies of such person, directly or indirectly,
whether through ownership of voting securities, by contract or otherwise; and the terms
“controlling” and “controlled” shall have meanings correlative to the foregoing).




 


- 16 -









 




 Section 13. Notices. Any notice pursuant to this Agreement by the Company or by a
Warrantholder or a holder of Shares shall be in writing and shall be deemed to have been duly given
if delivered or mailed by certified mail, return receipt requested:


(a) If to the Warrantholder or holders of Shares addressed to them at 2210 West Oaklawn Drive,
Springdale, Arkansas 72764, Attention: General Counsel; or such other address as provided to
Company in writing.



(b) If to the Company addressed to it at 5416 South Yale, Suite 400, Tulsa, Oklahoma 74135,
Attention: President.



Each party may from time to time change the address to which notices to it are to be delivered or
mailed hereunder by notice in accordance herewith to the other party.



Section 14. Successors. All the covenants and provisions of this Agreement by or for
the benefit of the Company, the Warrantholder or the holders of Shares shall bind and inure to the
benefit of their respective successors and assigns hereunder.



Section 15. Applicable Law. This Agreement shall be deemed to be a contract made under
the laws of the State of Delaware and for all purposes shall be construed in accordance with the
laws of said State.



Section 16. Benefits of this Agreement. Nothing in this Agreement shall be construed
to give to any person or corporation other than the Company, the Warrantholder and the holders of
Shares any legal or equitable right, remedy or claim under this Agreement. This Agreement shall be
for the sole and exclusive benefit of the Company, the Warrantholder and the holders of Shares.



Section 17. Counterparts. This Agreement may be executed in any number of counterparts
each of which shall be deemed an original, but all of which shall constitute one and the same
instrument.



Section 18. Amendment. Except as expressly provided herein, neither this Agreement nor
any term hereof may be amended, waived, discharged or terminated other than by a written instrument
signed by the party against whom enforcement of any such amendment, waiver, discharge or
termination is sought; provided, however, that any provisions hereof may be amended, waived,
discharged or terminated upon the written consent of the Company and the then current Warrantholder
having the right to acquire by virtue of holding the Warrants at least 50% of the Shares which are
then issuable upon exercise of the then outstanding Warrants.



[Remainder of page intentionally left Blank]




 


- 17 -









 







IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed, all as of the day
and year first above written.



	 	 	 	 	 
	 	SYNTROLEUM CORPORATION

 	 
	 	By:  	             /s/ Edward G. Roth
 	 
	 	 	Name:  	Edward G. Roth 	 
	 	 	Title:  	President and CEO 	 



	 	 	 	 	 
	 	WARRANTHOLDER:



TYSON FOODS, INC.

 	 
	 	By:  	/s/ Dennis Leatherby
 	 
	 	 	Name:  	Dennis Leatherby 	 
	 	 	Title:  	Executive Vice President and CFO 	 



 


- 18 -









 





	 	 	 	 	 



Exhibit A





“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.                     




WARRANTS TO PURCHASE

                     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                     , 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:  	              
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 





Dated:                                         ,                     




ATTEST:



                                                                                

Secretary




 


- 2 -









 







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.


 


 









 





Attachment 1




Bonds Cost of Issuance




Estimated Costs




These costs have been estimated by Suntrust and these are the only items that will be included in
the fees paid by DF. The addition of new items to this list shall require mutual consent of the
Parties.



	 	 	 	 	 
	State Bond Commission
	 	$	104,500	 
	Louisiana Public Facilities Authority
	 	$	50,000	 
	Issuer Counsel
	 	$	12,500	 
	Borrower’s Counsel, Phelps Dunbar
	 	$	100,000	 
	Bond Counsel, Foley & Judell
	 	$	115,000	 
	Underwriter’s Discount
	 	$	275,000	 
	Underwriter Expenses
	 	$	10,000	 
	Underwriter’s / Bank Counsel
	 	$	100,000	 
	Trustee Fees
	 	$	7,000	 
	Trustee Counsel
	 	$	7,000	 
	Moody’s Rating Service
	 	$	25,000	 
	 
	Estimated Total Cost of Issuance
	 	$	806,000