EX-4.1






 



SYNTROLEUM CORPORATION


 


WARRANT TO PURCHASE COMMON STOCK


 


	 	 	 
	  

	 	Original Issue Date:      , 2011






Syntroleum Corporation, a Delaware corporation (the “Company”), hereby certifies that, for value
received, or its permitted registered assigns (the “Holder”), is entitled to purchase from the
Company up to a total of        () shares of common stock, $0.01 par value per share
(the “Common Stock”), of the Company (each such share, a “Warrant Share” and all such shares, the
“Warrant Shares”) at an exercise price per share equal to $    per share (as adjusted from time to
time as provided in Section 9 herein, the “Exercise Price”), at any time and from time to time on
or after January   , 2012 (the “Original Exercise Date”) and through and including 5:30 p.m., New
York City time, on July   , 2016 (the “Expiration Date”), and subject to the following terms and
conditions:



This Warrant (this “Warrant”) is one of a series of similar warrants issued pursuant to that
certain Underwriting Agreement, dated June   , 2011, by and among the Company and the underwriters
identified therein (the “Underwriting Agreement”). All such warrants are referred to herein,
collectively, as the “Warrants.”

 


1. Definitions. In addition to the terms defined elsewhere in this Warrant, capitalized
terms that are not otherwise defined herein have the meanings given to such terms in the
Underwriting Agreement.



  



2. Registration of Warrants. The Company shall register this Warrant, upon records to be
maintained by the Company for that purpose (the “Warrant Register”), in the name of the record
Holder (which shall include the initial Holder or, as the case may be, any registered assignee to
which this Warrant is permissibly assigned hereunder) from time to time. The Company may deem and
treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any
exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice
to the contrary.

 


3. Registration of Transfers. Subject to compliance with all applicable securities laws,
the Company shall register the transfer of all or any portion of this Warrant in the Warrant
Register, upon surrender of this Warrant, with the Form of Assignment attached as Schedule
2 hereto duly completed and signed, to the Company’s transfer agent or to the Company at its
address specified in writing by the Company. Upon any such registration or transfer, a new warrant
to purchase Common Stock in substantially the form of this Warrant (any such new warrant, a “New
Warrant”) evidencing the portion of this Warrant so transferred shall be issued to the transferee,
and a New Warrant evidencing the remaining portion of this Warrant not so transferred, if any,
shall be issued to the transferring Holder. The acceptance of the New Warrant by the transferee
thereof shall be deemed the acceptance by such transferee of all of the rights and obligations in
respect of the New Warrant that the Holder has in respect of this Warrant. The Company shall
prepare, issue and deliver at its own expense any New Warrant under this Section 3.

 


4. Exercise and Duration of Warrant.

 


(a) All or any part of this Warrant shall be exercisable by the registered Holder in any
manner permitted by Section 10 of this Warrant at any time and from time to time on or after the
Original Exercise Date and through and including 5:30 p.m. New York City time, on the Expiration
Date. At 5:30 p.m., New York City time, on the Expiration Date, the portion of this Warrant not
exercised prior thereto shall be and become void and of no value and this Warrant shall be
terminated and no longer outstanding.



(b) The Holder may exercise this Warrant by delivering to the Company (i) an exercise notice,
in the form attached as Schedule 1 hereto (the “Exercise Notice”), completed and duly
signed, and (ii) payment of the Exercise Price for the number of Warrant Shares as to which this
Warrant is being exercised (which may take the form of a “cashless exercise” if so indicated in the
Exercise Notice and if a “cashless exercise” may occur at such time pursuant to Section 10 below)
within two (2) Business Days after the Exercise Date (as defined herein). The date on which the
Exercise Notice is delivered to the Company (as determined in accordance with the notice provisions
hereof) is an “Exercise Date.” The Holder shall not be required to deliver the original Warrant in
order to effect an exercise hereunder, but if it is not so delivered then such exercise shall
constitute an agreement by the Holder to deliver the original Warrant to the Company as soon as
practicable thereafter. Execution and delivery of the Exercise Notice shall have the same effect
as cancellation of the original Warrant and issuance of a New Warrant evidencing the right to
purchase the remaining number of Warrant Shares.

 


 5. Delivery of Warrant Shares.

 


(a) Upon exercise of this Warrant, the Company shall promptly (but in no event later than
three Trading Days after the Exercise Date) issue or cause to be issued and cause to be delivered
to or upon the written order of the Holder and in such name or names as the Holder may designate
(provided that, if the Registration Statement is not effective and the Holder directs the Company
to deliver a certificate for the Warrant Shares in a name other than that of the Holder or an
Affiliate of the Holder, it shall deliver to the Company on the Exercise Date an opinion of counsel
reasonably satisfactory to the Company to the effect that the issuance of such Warrant Shares in
such other name may be made pursuant to an available exemption from the registration requirements
of the Securities Act and all applicable state securities or blue sky laws), (i) a certificate for
the Warrant Shares issuable upon such exercise, free of restrictive legends, or (ii) an electronic
delivery of the Warrant Shares to the Holder’s account at the Depository Trust Company (“DTC”) or a
similar organization, unless in the case of clause (i) and (ii) a registration statement covering
the resale of the Warrant Shares and naming the Holder as a selling stockholder thereunder is not
then effective or the Warrant Shares are not freely transferable without restriction under Rule 144
by Holders who are not affiliates of the Company, in which case such Holder shall receive a
certificate for the Warrant Shares issuable upon such exercise with appropriate restrictive
legends. The Holder, or any Person permissibly so designated by the Holder to receive Warrant
Shares, shall be deemed to have become the holder of record of such Warrant Shares as of the
Exercise Date. If the Warrant Shares are to be issued free of all restrictive legends, the Company
shall, upon the written request of the Holder, use its reasonable best efforts to deliver, or cause
to be delivered, Warrant Shares hereunder electronically through DTC or another established
clearing corporation performing similar functions, if available; provided, that, the Company may,
but will not be required to, change its transfer agent if its current transfer agent cannot deliver
Warrant Shares electronically through such a clearing corporation.

 


(b) If by the close of the third Trading Day after delivery of a properly completed Exercise
Notice and the payment of the aggregate exercise price in any manner permitted by Section 10 of
this Warrant, the Company fails to deliver to the Holder a certificate representing the required
number of Warrant Shares in the manner required pursuant to Section 5(a), and if after such third
Trading Day and prior to the receipt of such Warrant Shares, the Holder purchases (in an open
market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the
Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a
“Buy-In”), then the Company shall, within three Trading Days after the Holder’s request and in the
Holder’s sole discretion, either (1) pay in cash to the Holder an amount equal to the Holder’s
total purchase price (including brokerage commissions, if any) for the shares of Common Stock so
purchased, at which point the Company’s obligation to deliver such certificate (and to issue such
Warrant Shares) shall terminate or (2) promptly honor its obligation to deliver to the Holder a
certificate or certificates representing such Warrant Shares and pay cash to the Holder in an
amount equal to the excess (if any) of Holder’s total purchase price (including brokerage
commissions, if any) for the shares of Common Stock so purchased in the Buy-In over the product of
(A) the number of shares of Common Stock purchased in the Buy-In, times (B) the closing bid price
of a share of Common Stock on the Exercise Date.



(c) To the extent permitted by law, the Company’s obligations to issue and deliver Warrant
Shares in accordance with and subject to the terms hereof (including the limitations set forth in
Section 11 below) are absolute and unconditional, irrespective of any action or inaction by the
Holder to enforce the same, any waiver or consent with respect to any provision hereof, the
recovery of any judgment against any Person or any action to enforce the same, or any setoff,
counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder
or any other Person of any obligation to the Company or any violation or alleged violation of law
by the Holder or any other Person, and irrespective of any other circumstance that might otherwise
limit such obligation of the Company to the Holder in connection with the issuance of Warrant
Shares. Nothing herein shall limit the Holder’s right to pursue any other remedies available to it
hereunder, at law or in equity including, without limitation, a decree of specific performance
and/or injunctive relief with respect to the Company’s failure to timely deliver certificates
representing shares of Common Stock upon exercise of the Warrant as required pursuant to the terms
hereof.

 


6. Charges, Taxes and Expenses. Issuance and delivery of certificates for shares of Common
Stock upon exercise of this Warrant shall be made without charge to the Holder for any issue or
transfer tax, transfer agent fee or other incidental tax or expense in respect of the issuance of
such certificates, all of which taxes and expenses shall be paid by the Company; provided, however,
that the Company shall not be required to pay any tax that may be payable in respect of any
transfer involved in the registration of any certificates for Warrant Shares or the Warrants in a
name other than that of the Holder or an Affiliate thereof. The Holder shall be responsible for all
other tax liability that may arise as a result of holding or transferring this Warrant or receiving
Warrant Shares upon exercise hereof.

 


7. Replacement of Warrant. If this Warrant is mutilated, lost, stolen or destroyed, the
Company shall issue or cause to be issued in exchange and substitution for and upon cancellation
hereof, or in lieu of and substitution for this Warrant, a New Warrant, but only upon receipt of
evidence reasonably satisfactory to the Company of such loss, theft or destruction (in such case)
and, in each case, a customary and reasonable indemnity and surety bond, if requested by the
Company. Applicants for a New Warrant under such circumstances shall also comply with such other
reasonable regulations and procedures and pay such other reasonable third-party costs as the
Company may prescribe. If a New Warrant is requested as a result of a mutilation of this Warrant,
then the Holder shall deliver such mutilated Warrant to the Company as a condition precedent to the
Company’s obligation to issue the New Warrant.

 


8. Reservation of Warrant Shares. The Company represents and warrants that on the date
hereof, it has duly authorized and reserved, and covenants that it will at all times reserve and
keep available out of the aggregate of its authorized but unissued and otherwise unreserved Common
Stock, solely for the purpose of enabling it to issue Warrant Shares upon exercise of this Warrant
as herein provided, the number of Warrant Shares that are initially issuable and deliverable upon
the exercise of this entire Warrant, free from preemptive rights or any other contingent purchase
rights of persons other than the Holder (taking into account the adjustments and restrictions of
Section 9). The Company covenants that all Warrant Shares so issuable and deliverable shall, upon
issuance and the payment of the applicable Exercise Price in accordance with the terms hereof, be
duly and validly authorized, issued and fully paid and nonassessable. The Company represents and
warrants that the Warrant Shares, when issued and paid for in accordance with the terms of the
Transaction Documents and the Warrants, will be issued free and clear of all security interests,
claims, liens and other encumbrances other than restrictions imposed by applicable securities laws.
The Company will take all such action as may be reasonably necessary to assure that such shares of
Common Stock may be issued as provided herein without violation of any applicable law or
regulation, or of any requirements of any securities exchange or automated quotation system upon
which the Common Stock may be listed.

 


9. Certain Adjustments. The Exercise Price and number of Warrant Shares issuable upon
exercise of this Warrant are subject to adjustment from time to time as set forth in this Section
9.

 


(a) Stock Dividends and Splits. If the Company, at any time while this Warrant is
outstanding, (i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any
class of capital stock that is payable in shares of Common Stock, (ii) subdivides its outstanding
shares of Common Stock into a larger number of shares, (iii) combines its outstanding shares of
Common Stock into a smaller number of shares or (iv) issues by reclassification of shares of Common
Stock any shares of capital stock of the Company, then in each such case the Exercise Price shall
be adjusted to a price determined by multiplying the Exercise Price in effect immediately prior to
the effective date of such event by a fraction, the numerator of which shall be the number of
shares of Common Stock outstanding on such effective date immediately before giving effect to such
event and the denominator of which shall be the number of shares of Common Stock outstanding
immediately after giving effect to such event. Any adjustment made pursuant to clause (i) of this
paragraph shall become effective immediately after the record date for the determination of
stockholders entitled to receive such dividend or distribution, and any adjustment pursuant to
clause (ii), (iii) or (iv) of this paragraph shall become effective immediately after the effective
date of such subdivision, combination or reclassification.

 


(b) Pro Rata Distributions. If the Company, at any time while this Warrant is
outstanding, distributes to all holders of Common Stock for no consideration (i) evidences of its
indebtedness, (ii) any security (other than a distribution of Common Stock covered by the preceding
paragraph) or (iii) rights or warrants to subscribe for or purchase any security, or (iv) any other
asset, including cash (in each case, “Distributed Property”), then, upon any exercise of this
Warrant that occurs after the record date fixed for determination of stockholders entitled to
receive such distribution, the Holder shall be entitled to receive, in addition to the Warrant
Shares otherwise issuable upon such exercise (if applicable), the Distributed Property that such
Holder would have been entitled to receive in respect of such number of Warrant Shares had the
Holder been the record holder of such Warrant Shares immediately prior to such record date.



(c) Fundamental Transactions. If, at any time while this Warrant is outstanding
(i) the Company effects (A) any merger of the Company with (but not into) another Person, in which
stockholders of the Company immediately prior to such transaction own less than a majority of the
outstanding stock of the surviving entity, or (B) any merger or consolidation of the Company into
another Person, (ii) the Company effects any sale of all or substantially all of its assets in one
or a series of related transactions, (iii) any tender offer or exchange offer approved or
authorized by the Company’s Board of Directors is completed pursuant to which holders of at least a
majority of the outstanding Common Stock tender or exchange their shares for other securities, cash
or property, or (iv) the Company effects any reclassification of the Common Stock or any compulsory
share exchange pursuant to which the Common Stock is effectively converted into or exchanged for
other securities, cash or property (other than as a result of a subdivision or combination of
shares of Common Stock covered by Section 9(a) above) (in any such case, a “Fundamental
Transaction”), then the Holder shall have the right thereafter to receive, upon exercise of this
Warrant, the same amount and kind of securities, cash or property as it would have been entitled to
receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to
such Fundamental Transaction, the holder of the number of Warrant Shares then issuable upon
exercise in full of this Warrant without regard to any limitations on exercise contained herein
(the “Alternate Consideration”), and the Holder shall no longer have the right to receive Warrant
Shares upon exercise of this Warrant. The Company shall not effect any such Fundamental
Transaction unless prior to or simultaneously with the consummation thereof, any successor to the
Company, surviving entity or the corporation purchasing or otherwise acquiring such assets or other
appropriate corporation or Person shall assume the obligation to deliver to the Holder, such
Alternate Consideration as, in accordance with the foregoing provisions, the Holder may be entitled
to receive, and the other obligations under this Warrant. The provisions of this paragraph (c)
shall similarly apply to subsequent transactions of an analogous type to any Fundamental
Transaction. Notwithstanding the foregoing, in the event of a Fundamental Transaction then at the
request of the Holder delivered at any time commencing on the earliest to occur of (x) the public
disclosure of any Fundamental Transaction, (y) the consummation of any Fundamental Transaction and
(z) the Holder first becoming aware of any Fundamental Transaction through the date that is 90 days
after the public disclosure of the consummation of such Fundamental Transaction by the Company
pursuant to a Current Report on Form 8-K filed with the SEC, the Company (or the successor entity
to the Company) shall purchase this Warrant from the Holder by paying to the Holder, within five
Trading Days after such request (or, if later, on the effective date of the Fundamental
Transaction), cash in an amount equal to the Black Scholes Value of the remaining unexercised
portion of this Warrant on the date of such Fundamental Transaction.  Any Holder that receives cash
pursuant to the immediately preceding sentence shall not receive any Alternate Consideration.  For
purposes hereof, “Black Scholes Value” means the value of the Warrant based on the Black Scholes
Option Pricing Model obtained from the “OV” function on Bloomberg using (i) a price per share of
Common Stock equal to the Closing Sale Price of the Common Stock for the Trading Day immediately
preceding the date of consummation of the applicable Fundamental Transaction, (ii) a risk-free
interest rate corresponding to the U.S. Treasury rate for a period equal to the remaining term of
this Warrant as of such date of request, and (iii) an expected volatility equal to the greater of
(A) one hundred percent (100%) and (B) the 30-day volatility obtained from the HVT function on
Bloomberg determined as of the Trading Day immediately following the announcement of the
Fundamental Transaction.



  (d) Number of Warrant Shares. Simultaneously with any adjustment to the Exercise
Price pursuant to paragraph (a) of this Section 9, the number of Warrant Shares that may be
purchased upon exercise of this Warrant shall be increased or decreased proportionately, so that
after such adjustment the aggregate Exercise Price payable hereunder for the increased or decreased
number of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately
prior to such adjustment.



(e) Calculations. All calculations under this Section 9 shall be made to the nearest
cent or the nearest share, as applicable. The number of shares of Common Stock outstanding at any
given time shall not include shares owned or held by or for the account of the Company.

 


(f) Notice of Adjustments. Upon the occurrence of each adjustment pursuant to this
Section 9, the Company at its expense will, at the written request of the Holder, promptly compute
such adjustment, in good faith, in accordance with the terms of this Warrant and prepare a
certificate setting forth such adjustment, including a statement of the adjusted Exercise Price and
adjusted number or type of Warrant Shares or other securities issuable upon exercise of this
Warrant (as applicable), describing the transactions giving rise to such adjustments and showing in
reasonable detail the facts upon which such adjustment is based. Upon written request, the Company
will promptly deliver a copy of each such certificate to the Holder and to the Company’s transfer
agent.

 


(g) Notice of Corporate Events. If, while this Warrant is outstanding, the Company (i)
declares a dividend or any other distribution of cash, securities or other property in respect of
its Common Stock, including, without limitation, any granting of rights or warrants to subscribe
for or purchase any capital stock of the Company, (ii) authorizes or approves, enters into any
agreement contemplating or solicits stockholder approval for any Fundamental Transaction or (iii)
authorizes the voluntary dissolution, liquidation or winding up of the affairs of the Company,
then, except if such notice and the contents thereof shall be deemed to constitute material
non-public information, the Company shall deliver to the Holder a notice of such transaction at
least ten (10) business days prior to the applicable record or effective date on which a Person
would need to hold Common Stock in order to participate in or vote with respect to such
transaction; provided, however, that the failure to deliver such notice or any defect therein shall
not affect the validity of the corporate action required to be described in such notice.

 


10. Payment of Exercise Price. The Holder shall pay the Exercise Price in immediately
available funds; provided, however, that if, on any Exercise Date the Holder would not receive
Warrant Shares that are registered under an effective registration statement, then the Holder may,
in its sole discretion, satisfy its obligation to pay the Exercise Price through a “cashless
exercise”, in which event the Company shall issue to the Holder the number of Warrant Shares
determined as follows:

 



X = Y [(A-B)/A]

 


where:

 



X = the number of Warrant Shares to be issued to the Holder.

 



Y = the total number of Warrant Shares with respect to which this Warrant is
being exercised.

 



A = the average of the Closing Sale Prices of the shares of Common Stock (as
reported by Bloomberg Financial Markets) for the five consecutive Trading Days
ending on the date immediately preceding the Exercise Date.

 



B = the Exercise Price then in effect for the applicable Warrant Shares at the
time of such exercise.

 


For purposes of this Warrant, “Closing Sale Price” means, for any security as of any date, the last
trade price for such security on the Principal Trading Market for such security, as reported by
Bloomberg Financial Markets, or, if such Principal Trading Market begins to operate on an extended
hours basis and does not designate the last trade price, then the last trade price of such security
prior to 4:00 p.m., New York City time, as reported by Bloomberg Financial Markets, or if the
foregoing do not apply, the last trade price of such security in the over-the-counter market on the
electronic bulletin board for such security as reported by Bloomberg Financial Markets, or, if no
last trade price is reported for such security by Bloomberg Financial Markets, the average of the
bid prices, or the ask prices, respectively, of any market makers for such security as reported in
the “pink sheets” by Pink Sheets LLC. If the Closing Sale Price cannot be calculated for a
security on a particular date on any of the foregoing bases, the Closing Sale Price of such
security on such date shall be the fair market value as mutually determined by the Company and the
Holder. If the Company and the Holder are unable to agree upon the fair market value of such
security, then the Board of Directors of the Company shall use its good faith judgment to determine
the fair market value. The Board of Directors’ determination shall be binding upon all parties
absent demonstrable error. All such determinations shall be appropriately adjusted for any stock
dividend, stock split, stock combination or other similar transaction during the applicable
calculation period.



For purposes of Rule 144, it is intended, understood and acknowledged that the provisions above
permitting “cashless exercise” are intended, in part, to ensure that a full or partial exchange of
this Warrant pursuant to such provisions will qualify as a conversion, within the meaning of
paragraph (d)(3)(ii) of Rule 144, and the holding period for the Warrant Shares shall be deemed to
have commenced as to such original Holder, on the date this Warrant was originally issued pursuant
to the Underwriting Agreement.

 


11. Limitations on Exercise. Notwithstanding anything to the contrary contained herein, the
number of Warrant Shares that may be acquired by the Holder upon any exercise of this Warrant (or
otherwise in respect hereof) shall be limited to the extent necessary to ensure that, following
such exercise (or other issuance), the total number of shares of Common Stock then beneficially
owned by the Holder and its Affiliates and any other Persons whose beneficial ownership of Common
Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act, does
not exceed 4.999% of the total number of then issued and outstanding shares of Common Stock
(including for such purpose the shares of Common Stock issuable upon such exercise). For such
purposes, beneficial ownership shall be determined in accordance with Section 13(d) of the Exchange
Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that
the Company is not representing to such Holder that such calculation is in compliance with Section
13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be
filed in accordance therewith. To the extent that the limitation contained in this Section 11
applies, the determination of whether this Warrant is exercisable (in relation to other securities
owned by such Holder) and of which a portion of this Warrant is exercisable shall be in the sole
discretion of a Holder, and the submission of a Notice of Exercise shall be deemed to be the
Holder’s determination of whether this Warrant is exercisable (in relation to other securities
owned by such Holder) and of which portion of this Warrant is exercisable, in each case subject to
such aggregate percentage limitation, and the Company shall have no obligation to verify or confirm
the accuracy of such determination. In addition, a determination as to any group status as
contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the
rules and regulations promulgated thereunder. For purposes of this Section 11, in determining the
number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding
shares of Common Stock as reflected in (x) the Company’s most recent Form 10-Q or Form 10-K, as the
case may be, (y) a more recent public announcement by the Company or (z) any other notice by the
Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon
the written request of the Holder, the Company shall within three Trading Days of receiving such
request confirm orally and in writing to such Holder the number of shares of Common Stock then
outstanding. This provision shall not restrict the number of shares of Common Stock which a
Holder may receive or beneficially own in order to determine the amount of securities or other
consideration that such Holder may receive in the event of a Fundamental Transaction as
contemplated in Section 9 of this Warrant. By written notice to the Company, which will not be
effective until the 61st day after such notice is delivered to the Company, the Holder
may waive the provisions of this Section 11 (but such waiver will not affect any other holder) to
change the beneficial ownership limitation to 9.99% of the number of shares of the Common Stock
outstanding immediately after giving effect to the issuance of shares of Common Stock upon exercise
of this Warrant, and the provisions of this Section 11 shall continue to apply. Upon such a change
by a Holder of the beneficial ownership limitation from such 4.99% limitation to such 9.99%
limitation, the beneficial ownership limitation may not be further waived by such Holder.



12. No Fractional Shares. No fractional Warrant Shares will be issued in connection with
any exercise of this Warrant. In lieu of any fractional shares that would otherwise be issuable,
the number of Warrant Shares to be issued shall be rounded down to the next whole number and the
Company shall pay the Holder in cash the fair market value (based on the Closing Sale Price) for
any such fractional shares.

 


13. Notices. Any and all notices or other communications or deliveries hereunder
(including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given
and effective on the earliest of (i) the date of transmission, if such notice or communication is
delivered via facsimile at the facsimile number specified in writing by the applicable party prior
to 5:30 p.m., New York City time, on a Trading Day, (ii) the next Trading Day after the date of
transmission, if such notice or communication is delivered via facsimile at the facsimile number
specified in writing by the applicable party on a day that is not a Trading Day or later than 5:30
p.m., New York City time, on any Trading Day, (iii) the Trading Day following the date of mailing,
if sent by nationally recognized overnight courier service specifying next business day delivery,
or (iv) upon actual receipt by the Person to whom such notice is required to be given, if by hand
delivery. The address and facsimile number of a Person for such notices or communications shall be
as set forth in writing by the applicable party unless changed by such Person by two Trading Days’
prior notice to the other Person(s) in accordance with this Section 13.

 


14. Warrant Agent. The Company shall serve as warrant agent under this Warrant. Upon 30
days’ notice to the Holder, the Company may appoint a new warrant agent. Any corporation into which
the Company or any new warrant agent may be merged or any corporation resulting from any
consolidation to which the Company or any new warrant agent shall be a party or any corporation to
which the Company or any new warrant agent transfers substantially all of its corporate trust or
shareholders services business shall be a successor warrant agent under this Warrant without any
further act. Any such successor warrant agent shall promptly cause notice of its succession as
warrant agent to be mailed (by first class mail, postage prepaid) to the Holder at the Holder’s
last address as shown on the Warrant Register.

 


15. Miscellaneous.

 


(a) No Rights as a Stockholder. The Holder, solely in such Person’s capacity
as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the
holder of share capital of the Company for any purpose, nor shall anything contained in this
Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of
this Warrant, 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, amalgamation, conveyance or otherwise), receive
notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance
to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due
exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as
imposing any liabilities on the Holder to purchase any securities, whether such liabilities are
asserted by the Company or by creditors of the Company.



(b) Authorized Shares. (i) The Company covenants that during the period the
Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient
number of shares to provide for the issuance of the Warrant Shares upon the exercise of any
purchase rights under this Warrant. The Company further covenants that its issuance of this
Warrant shall constitute full authority to its officers who are charged with the duty of executing
stock certificates to execute and issue the necessary certificates for the Warrant Shares upon the
exercise of the purchase rights under this Warrant. The Company will take all such reasonable
action as may be necessary to assure that such Warrant Shares may be issued as provided herein
without violation of any applicable law or regulation, or of any requirements of the Trading Market
upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may
be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise
of the purchase rights represented by this Warrant, be duly authorized, validly issued, fully paid
and nonassessable and free from all taxes, liens and charges created by the Company in respect of
the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with
such issue).



(ii) Except and to the extent as waived or consented to by the Holder, the Company shall not
by any action, including, without limitation, amending its certificate of incorporation or through
any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of
securities or any other voluntary action, avoid or seek to avoid the observance or performance of
any of the terms of this Warrant, 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 Holder as set forth in this Warrant against impairment. Without limiting the
generality of the foregoing, the Company will (a) not increase the par value of any Warrant Shares
above the amount payable therefor upon such exercise immediately prior to such increase in par
value, (b) take all such action as may be necessary or appropriate in order that the Company may
validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this
Warrant, and (c) use commercially reasonable efforts to obtain all such authorizations, exemptions
or consents from any public regulatory body having jurisdiction thereof as may be necessary to
enable the Company to perform its obligations under this Warrant.



(iii) Before taking any action which would result in an adjustment in the number of Warrant
Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all
such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public
regulatory body or bodies having jurisdiction thereof.



(c) Successors and Assigns. Subject to the restrictions on transfer set
forth in this Warrant, and compliance with applicable securities laws, this Warrant may be assigned
by the Holder. This Warrant may not be assigned by the Company without the written consent of the
Holder except to a successor in the event of a Fundamental Transaction. This Warrant shall be
binding on and inure to the benefit of the Company and the Holder and their respective successors
and assigns. Subject to the preceding sentence, nothing in this Warrant shall be construed to give
to any Person other than the Company and the Holder any legal or equitable right, remedy or cause
of action under this Warrant. This Warrant may be amended only in writing signed by the Company and
the Holder, or their successors and assigns.



(d) Amendment and Waiver. Except as otherwise provided herein, the
provisions of the Warrants may be amended and the Company may take any action herein prohibited, or
omit to perform any act herein required to be performed by it, only if the Company has obtained the
written consent of the Holder. Notwithstanding the foregoing, (i) this Warrant may be amended and
the observance of any term hereunder may be waived without the written consent of the Holder only
in a manner which applies to all Warrants in the same fashion and (ii) the number of Warrant Shares
subject to this Warrant and the Exercise Price of this Warrant may not be amended, and the right to
exercise this Warrant may not be waived, without the written consent of the Holder. The Company
shall give prompt written notice to the Holder of any amendment hereof or waiver hereunder that was
effected without the Holder’s written consent.



(e) Acceptance. Receipt of this Warrant by the Holder shall constitute
acceptance of and agreement to all of the terms and conditions contained herein.



(f) Governing Law; Jurisdiction. ALL QUESTIONS CONCERNING THE CONSTRUCTION,
VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED AND
ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF
CONFLICTS OF LAW THEREOF. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF
MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY
TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF
ANY OF THE TRANSACTION DOCUMENTS), AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY
SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY
SUCH COURT. EACH OF THE COMPANY AND THE HOLDER HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF
PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A
COPY THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO
SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE
GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED
TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW. EACH OF THE COMPANY
AND THE HOLDER HEREBY WAIVES ALL RIGHTS TO A TRIAL BY JURY. 



(g) Headings. The headings herein are for convenience only, do not constitute a part
of this Warrant and shall not be deemed to limit or affect any of the provisions hereof.

 


(h) Severability. In case any one or more of the provisions of this Warrant shall be
invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and
provisions of this Warrant shall not in any way be affected or impaired thereby, and the Company
and the Holder will attempt in good faith to agree upon a valid and enforceable provision which
shall be a commercially reasonable substitute therefor, and upon so agreeing, shall incorporate
such substitute provision in this Warrant.



(i) Listing. Holder acknowledges that the Warrants have not been and will not be
listed for trading on Nasdaq or any other securities exchange.

 
 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK,

SIGNATURE PAGE FOLLOWS]


 


IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its
authorized officer as of the date first indicated above.

 



SYNTROLEUM CORPORATION




By:      

Name:

Title:




SCHEDULE 1




SYNTROLEUM CORPORATION




FORM OF EXERCISE NOTICE




[To be executed by the Holder to purchase shares of Common Stock under the Warrant]


 


Ladies and Gentlemen:



(1) The undersigned is the Holder of Warrant No.    (the “Warrant”) issued by Syntroleum
Corporation, a Delaware corporation (the “Company”). Capitalized terms used herein and not
otherwise defined herein have the respective meanings set forth in the Warrant.



(2) The undersigned hereby exercises its right to purchase        Warrant Shares pursuant to
the Warrant.



  



(3) The Holder intends that payment of the Exercise Price shall be made as (check one):



	 	 	 
	 
	 	Cash Exercise

	 
	 	“Cashless Exercise” under Section 10 of the Warrant







(4) If the Holder has elected a Cash Exercise, the Holder shall pay the sum of $      in
immediately available funds to the Company in accordance with the terms of the Warrant.



(5) Pursuant to this Exercise Notice, the Company shall deliver to the Holder Warrant Shares
determined in accordance with the terms of the Warrant.

 


(6) By its delivery of this Exercise Notice, the undersigned represents and warrants to the Company
that in giving effect to the exercise evidenced hereby the Holder will not beneficially own in
excess of the number of shares of Common Stock (as determined in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended) permitted to be owned under Section 11 of the
Warrant to which this notice relates.

 


Dated:      ,       



Name of Holder:       



By:      

Name:       

Title:       



(Signature must conform in all respects to name of Holder as specified on the face of the Warrant)



SCHEDULE 2




ASSIGNMENT FORM

(To assign the foregoing warrant, execute

this form and supply required information.

Do not use this form to exercise the warrant.)


 


FOR VALUE RECEIVED, [      ] all of or [      ] shares of the foregoing Warrant and all rights
evidenced thereby are hereby assigned to



        whose address is

 


      .

 


       

 


                                                                                               
                 Dated:        ,       



                                                Holder’s Signature:             
     

 


                                                Holder’s Address:              
     



                                               



                                                                                               
     



Signature Guaranteed:        



NOTE:  The signature to this Assignment Form must correspond with the name as it appears on the
face of the Warrant, without alteration or enlargement or any change whatsoever, and must be
guaranteed by a bank or trust company.  Officers of corporations and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign the foregoing
Warrant.