exv4w2



 




EXHIBIT 4.2



THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (“SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND THE
SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT (“WARRANT SHARES”) MAY NOT BE SOLD,
PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED, NOR WILL ANY ASSIGNEE, VENDEE, PLEDGEE, TRANSFEREE OR
ENDORSEE HEREOF OR THEREOF BE RECOGNIZED BY THE ISSUER AS HAVING ACQUIRED THE WARRANT OR ANY
WARRANT SHARES FOR ANY PURPOSE, UNLESS (I) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WITH
RESPECT TO SUCH SECURITIES SHALL THEN BE IN EFFECT AND SUCH TRANSFER HAS BEEN QUALIFIED UNDER ALL
APPLICABLE STATE SECURITIES LAWS OR (II) AN EXEMPTION FROM SUCH REGISTRATION AND QUALIFICATION
SHALL BE AVAILABLE UNDER THE SECURITIES ACT AND SUCH LAWS, SUPPORTED BY AN OPINION OF COUNSEL THAT
SUCH REGISTRATION IS NOT REQUIRED, WHICH OPINION AND COUNSEL ARE REASONABLY ACCEPTABLE TO THE
COMPANY. THIS WARRANT AND THE REGISTRATION RIGHTS AGREEMENT (DEFINED BELOW) SET FORTH THE COMPANY’S
OBLIGATIONS TO REGISTER FOR RESALE THE WARRANT SHARES. A COPY OF THE REGISTRATION RIGHTS AGREEMENT
IS AVAILABLE FOR INSPECTION AT THE COMPANY’S OFFICE.




2,473,023 Warrants




COMMON STOCK PURCHASE WARRANT




OF




RENEGY HOLDINGS, INC.




     Renegy Holdings, Inc., a Delaware corporation (the “Company”), hereby certifies that, for
value received, the Robert M. Worsley and Christi M. Worsley Revocable Trust (the “Initial Warrant
Holder”, and together with any subsequent permitted transferee hereof, the “Warrant Holder”) is the
owner of the number of common stock purchase warrants (“Warrants”) specified above, each of which
entitles the holder thereof to purchase, at any time during the period commencing on the applicable
Commencement Date (as defined in Section 10(a)) and ending on the applicable Expiration
Date (as defined Section 10(b)), one fully paid and non-assessable share of common stock,
$0.001 par value per share, of the Company (“Common Stock”) at a purchase price equal to the
Exercise Price (as defined in Section 1.2) in lawful money of the United States of America.
These Warrants are being issued by the Company to the Initial Warrant Holder pursuant to that
certain Contribution and Merger Agreement, dated May 8, 2007, as amended, by and among the Company,
Initial Warrant Holder, Catalytica Energy Systems, Inc., a Delaware corporation, Snowflake
Acquisition Corporation, a Delaware corporation, Renegy, LLC, an Arizona limited liability company,
Renegy Trucking, LLC, an Arizona limited



 









 




liability company, Snowflake White Mountain Power, LLC, an Arizona limited liability company,
Robert M. Worsley and Christi M. Worsley (the “Contribution Agreement”), and that certain
Assumption Agreement, dated the date hereof, by and between the Company and the parties to the
Contribution Agreement (pursuant to which the Company agreed to assume and perform the rights and
obligations of the Company following the Closing (as defined in the Contribution Agreement) that
are set forth in the Contribution Agreement).




     1. WARRANT; EXERCISE PRICE.



          1.1 Each Warrant shall entitle the Warrant Holder the right to purchase one share of Common
Stock (individually, a “Warrant Share” severally, the “Warrant Shares”), subject to adjustment as
provided in Section 8.




          1.2 The purchase price payable upon exercise of each Warrant (“Exercise Price”) shall be
$16.38 per share, subject to adjustment as provided in Section 8.




     2. EXERCISE OF WARRANTS.



          2.1 Exercise of Warrant




               (a) Exercise for Cash. Each of the Warrants which shall have vested in accordance
with the provisions of Section 9 below shall be exercisable during the period commencing on
the applicable Commencement Date and ending on the applicable Expiration Date (as such terms are
defined in Section 10 below) with respect to such vested Warrants, in whole, or from time
to time, in part in denominations not smaller than 700 Warrant Shares (subject to adjustment as
provided in Section 8), at the option of the Warrant Holder, upon delivery of this Warrant
to the Company, the Company’s Transfer Agent and the Company’s counsel, or such other person as the
Company may designate, together with a duly completed and executed form of exercise attached hereto
(indicating exercise by payment of the Exercise Price) and payment of an amount equal to the then
applicable Exercise Price multiplied by the number of Warrant Shares then being purchased upon such
exercise. The payment of the Exercise Price shall be in cash or by certified check or official
bank check, payable to the order of the Company.



               (b) Cashless Exercise. In lieu of exercising Warrants pursuant to Section
2.1(a), at any time more than two hundred forty (240) days from the date hereof that the Holder
shall not be able to sell the Warrant Shares pursuant to an effective registration statement filed
by the Company in accordance with the Registration Rights Agreement dated October 1, 2007, by and
between the Initial Warrant Holder and the Company (the “Registration Rights Agreement”) (it being
understood that any period during which the Company is entitled to delay or suspend use of a
registration statement pursuant to the terms of the Registration Rights Agreement shall not be
deemed to be a time at which Holder is unable to sell the Warrant Shares pursuant to such an
effective registration statement), such Warrants may be exercised, in whole, or from time to time,
in part in denominations not smaller than 700 Warrant Shares, at the option of the Warrant Holder,
by surrender of certain of the Warrants in consideration of the issuance of Warrant Shares, upon
surrender to the Company, or such other person as the Company may designate, together with a duly
completed and executed form of exercise attached hereto



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(indicating exercise by cashless exercise), specifying the number of Warrants to be exercised.
The number of Warrant Shares to be issued to the Warrant Holder upon such cashless exercise shall
be computed using the following formula:



X = (P)(Y)(A-B)/A




	 	 	 	 	 	 	 
	 	 	Where   X =	 	the number of Warrant Shares to be issued to the Warrant
Holder for the Warrants being converted.
	 
	 	 	 	 	 	 
	 

	 	 	 	P =
	 	the number of Warrants being converted
expressed as a decimal fraction.
	 
	 	 	 	 	 	 
	 

	 	 	 	Y =
	 	the total number of Warrant Shares issuable
upon exercise of the Warrants in full.
	 
	 	 	 	 	 	 
	 

	 	 	 	A =
	 	the fair market value of one Warrant Share
which shall mean the “last sale price” as
determined in accordance with Section 2.4.
	 
	 	 	 	 	 	 
	 

	 	 	 	B =
	 	The Exercise Price on the date of conversion.






          2.2 Each exercise of a Warrant shall be deemed to have been effected immediately prior to the
close of business on the day on which such Warrant shall have been surrendered to the Company as
provided in Section 2.1. At such time, the person or persons in whose name or names any
certificates for Warrant Shares shall be issuable upon such exercise in accordance with Section
2.3 shall be deemed to have become the holder or holders of record of the Warrant Shares
represented by such certificates.




          2.3 Subject to the provisions of Section 2.5, not later than three (3) trading days
after the exercise of this Warrant pursuant to Section 2.2, in full or in part, the
Company, at its expense, will cause to be issued in the name of, and delivered to, the Warrant
Holder, or, subject to the terms and conditions hereof, to such other individual or entity as such
Warrant Holder may direct:




               (a) a certificate or certificates for the number of full Warrant Shares to which such Warrant
Holder shall be entitled upon such exercise plus, in lieu of any fractional share to which such
Warrant Holder would otherwise be entitled, cash in an amount determined pursuant to Section
2.4 hereof, and



               (b) in case such exercise is in part only (including as a result of Section 2.5
hereof), a new Warrant or Warrants (dated the date hereof) of like tenor, stating on the face or
faces thereof the number of shares currently stated on the face of this Warrant minus the number of
such shares purchased by the Warrant Holder upon such exercise as provided in Section 2.1.



          The Company shall, upon request of the Holder, use commercially reasonable efforts to deliver
any certificate or certificates required to be delivered by the Company



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hereunder electronically through the Depository Trust Corporation or another established
clearing corporation performing similar functions, if available.



          2.4 The Company shall not be required upon the exercise of this Warrant to issue any
fractional shares, but shall make an adjustment thereof in cash on the basis of the “last sale
price” (as defined below) of the Common Stock on the trading day immediately prior to the date of
exercise. For purposes of this Section 2.4, “last sale price” means (i) if the Common
Stock is listed on a national securities exchange or the Nasdaq Global Market or Nasdaq Capital
Market, the last trading price per share of the Common Stock for such date, (ii) if the Common
Stock is quoted on the NASD OTC Bulletin Board (or successor such as the Bulletin Board Exchange),
the closing bid price of the Common Stock on such date, (iii) if the Common Stock is traded in the
residual over-the-counter market, the closing bid price for the Common Stock for such date as
reported by the Pink Sheets, LLC or similar publisher of such quotations, and (iv) if the fair
market value of the Common Stock cannot be determined pursuant to clause (i), (ii) or (iii) above,
such price as the Special Committee (as defined in Section 13) shall determine, in good
faith.



          2.5 In the event of a dispute between the Company and a Warrant Holder as to (i) the
calculation of the Exercise Price (including, without limitation, the calculation of any adjustment
to the Exercise Price following any adjustment thereof), or (ii) the number of Warrant Shares
issuable upon exercising any Warrants, the Company shall issue to such Warrant Holder the number of
Warrant Shares that are not disputed in accordance with the time period set forth in Section
2.3 hereof, and shall submit the disputed calculations to a certified public accounting firm of
national reputation (other than the Company’s regularly retained accountants) by such date. The
Company shall cause such accountant to calculate the Exercise Price in accordance herewith and to
notify the Company and such Holder of the results in writing no later than five (5) business Days
following the day on which such accountant received the disputed calculations (the “Dispute
Procedure”). Such accountant’s calculation shall be deemed conclusive absent manifest error or
fraud. The fees of any such accountant shall be borne by the party whose calculations were most at
variance with those of such accountant.



          2.6 If the Company fails to deliver to the Holder a certificate or certificates representing
the Warrant Shares and cash in lieu of any fractional shares in accordance with Section
2.3, then the Warrant Holder will have the right to rescind the exercise of the applicable
Warrants.



          2.7 The Warrants are not redeemable by the Company.



     3. REGISTRATION AND TRANSFER ON COMPANY BOOKS.



          3.1 The Company (or an agent of the Company) will maintain a register containing the names and
addresses of the Warrant Holders. Any Warrant Holder may change its, his or her address as shown
on the warrant register by written notice to the Company requesting such change.




          3.2 The Company shall register upon its books any transfer of a Warrant upon surrender of same
as provided in Section 6.




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     4. RESERVATION OF SHARES. The Company will at all times reserve and keep available,
solely for issuance and delivery upon the exercise of this Warrant, such Warrant Shares and other
stock, securities and property, as from time to time shall be issuable upon the exercise of this
Warrant. The Company covenants that all Warrant Shares so issuable when issued will be duly and
validly issued and fully paid and non-assessable.



     5. EXCHANGE, LOSS OR MUTILATION OF WARRANTS. Warrants are exchangeable, without
expense, at the option of the Warrant Holder, upon presentation and surrender hereof to the Company
for other warrants of different denominations entitling the holder thereof to purchase in the
aggregate the same number of shares of Common Stock purchasable hereunder on the same terms and
conditions as provided herein. Subject to the provisions of Section 6, if applicable, this
Warrant may be divided or combined with other warrants which carry the same rights upon
presentation hereof at the Company’s office together with a written notice specifying the names and
denominations in which new Warrants are to be issued and signed by the Warrant Holder hereof;
provided this Warrant may not be divided into a Warrant exercisable for an amount less than 700
shares, as such amount may be adjusted pursuant to the terms of Section 8. The term
“Warrant” as used herein includes any Warrants into which this Warrant may be divided or exchanged.
Upon receipt by the Company of reasonable evidence of the ownership and the loss, theft,
destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, receipt
of indemnity reasonably satisfactory to the Company, or, in the case of mutilation, upon surrender
and cancellation of the mutilated Warrant, the Company shall execute and deliver in lieu thereof a
new Warrant of like tenor and date representing an equal number of Warrants.



     6. LIMITATIONS ON TRANSFER; RESTRICTIVE LEGEND.



               6.1 The Warrant Holder acknowledges that the Warrants and the Warrant Shares have not been
registered under the Securities Act and the rules and regulations thereunder, or any successor
legislation, and agrees not to sell, pledge, distribute, offer for sale, transfer or otherwise
dispose of any Warrant, or any Warrant Shares issued upon its exercise, in except in compliance
with the requirements of Section 6.2.



               6.2 The Warrants and the rights granted to the Warrant Holder are transferable, in whole or in
part (provided that the Warrant may not be transferred such that the Warrant is exercisable for
less than 700 shares, as such amount may be adjusted pursuant to Section 8, upon surrender
of this Warrant, together with a properly executed assignment in the form attached hereto, at the
office or agent of the Company only to the Warrant Holder’s spouse, the ancestors or descendents of
the Warrant Holder or his spouse, or any ancestor or descendant of any such ancestors or
descendants, or any trust for the benefit of any of the foregoing persons; provided, however, that
if at the time of the surrender of this Warrant in connection with any transfer or exchange of this
Warrant, this Warrant shall not be registered for resale under the Securities Act or under
applicable state securities or blue sky laws, then the Company may require, as a condition of
allowing such transfer or exchange (i) a written opinion of counsel, which opinion and counsel are
reasonably acceptable to the Company, to the effect that such transfer or exchange may be made
without registration under the Securities Act or under applicable state securities or blue sky
laws, and (ii) that any transferee of the Warrant execute and deliver to the Company a document
containing investment representations and warranties substantially similar



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to those set forth in the Contribution Agreement pursuant to which the Initial Warrant Holder
acquired this Warrant.



               6.3 Certificates delivered to the Warrant Holder or its designees upon exercise hereof shall
be imprinted with a legend in substantially the following form if such Warrant Shares are not
registered for resale at the time of exercise:




“This security has been acquired for investment and has not been registered under
the Securities Act of 1933, as amended (the “Act”), or applicable state securities
or “blue sky” laws. This security may not be sold, pledged, assigned or otherwise
transferred nor will any assignee, pledgee, vendee, transferee, endorsee thereof be
recognized by the issuer as having acquired such securities for any purpose unless
(i) a registration statement under the Act with respect to such security shall then
be in effect and such transfer has been qualified under all applicable state
securities or “blue sky” laws or (ii) an exemption therefrom shall be available
under the Act and such laws, supported by an opinion of counsel that such
registration is not required, which opinion and counsel are reasonably satisfactory
to the Company and its counsel.”



     7. REGISTRATION RIGHTS OF WARRANT HOLDER. The Warrant Shares are Registrable
Securities pursuant to, and subject to, the terms of the Registration Rights Agreement.



     8. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES DELIVERABLE. The
Exercise Price and the number of Warrant Shares purchasable pursuant to each Warrant shall be
subject to adjustment from time to time as hereinafter set forth in this Section 8:



               (a) If the Company shall (i) issue any shares of its Common Stock as a stock dividend or (ii)
subdivide the number of outstanding shares of its Common Stock into a greater number of shares, the
Exercise Price shall be proportionately reduced and the number of Warrant Shares at that time
purchasable pursuant to this Warrant shall be proportionately increased. If the Company shall
reduce the number of outstanding shares of Common Stock by combining such shares into a smaller
number of shares, the Exercise Price per Warrant Share shall be proportionately increased and the
number of Warrant Shares at that time purchasable pursuant to this Warrant shall be proportionately
decreased. If the Company shall, at any time during the life of this Warrant, declare a dividend
payable in cash on its Common Stock and shall at substantially the same time offer to its
stockholders a right to purchase new Common Stock from the Company from the proceeds of such
dividend or for an amount substantially equal to the dividend, for purposes of this Warrant, all
Common Stock so issued shall be deemed to have been issued as a stock dividend. Any dividend paid
or distributed upon the Common Stock in stock of any other class of securities convertible into
shares of Common Stock shall be treated as a dividend paid in Common Stock to the extent that
shares of Common Stock are issuable upon conversion thereof.



               (b) If the Company shall be recapitalized by reclassifying its outstanding Common Stock,
(other than a change in par value or a subdivision or combination as



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provided in Section 8(a)), or the Company or a successor corporation shall consolidate
or merge with or convey all or substantially all of its or of any successor corporation’s property
and assets to any other corporation or corporations (any such other corporations being included
within the meaning of the term “successor corporation” hereinbefore used), then, as a condition of
such recapitalization, consolidation, merger or conveyance, lawful and adequate provision shall be
made whereby the Warrant Holder shall thereafter have the right to receive upon the exercise hereof
the kind and amount of shares of stock or other securities or property which such Warrant Holder
would have been entitled to receive if, immediately prior to any such reorganization or
reclassification, such Warrant Holder had held the number of shares of Common Stock which were then
purchasable upon the exercise of this Warrant. In any such case, appropriate adjustment shall be
made in the application of the provisions set forth herein with respect to the rights and interest
thereafter of the Warrant Holder such that the provisions set forth in this Section 8
(including provisions with respect to adjustment of the Exercise Price and number of shares
purchasable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be
in relation to any shares of stock or other securities or property thereafter deliverable upon the
exercise of this Warrant.



               (c) If the Company shall sell all or substantially all of its property or dissolve, liquidate,
or wind up its affairs, lawful provision shall be made as part of the terms of any such sale,
dissolution, liquidation or winding up, so that the holder of this Warrant may thereafter receive
upon exercise hereof in lieu of each Warrant Share for which the Warrant is then exercisable that
it would have been entitled to receive, the same kind and amount of any securities or assets as may
be issuable, distributable or payable upon any such sale, dissolution, liquidation or winding up
with respect to each share of Common Stock of the Company, provided, however, that in any case of
any such sale or of dissolution, liquidation or winding up, the right to exercise this Warrant
shall terminate on a date fixed by the Company; such date so fixed to be not earlier than 5:00
p.m., Eastern time, on the forty-fifth (45th) day next succeeding the date on which
notice of such termination of the right to exercise this Warrant has been given by mail to the
registered holder of this Warrant at its address as it appears on the books of the Company.



               (d) No adjustment in the per share Exercise Price shall be required unless such adjustment
would require an increase or decrease in the Exercise Price by at least $0.01; provided, however,
that any adjustments that by reason of this subsection are not required to be made 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 1/100th of a share, as the
case may be.



               (e) The Company will not, by amendment of 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 to be observed or performed hereunder by the Company but will at all times in good faith
assist in the carrying out of all the provisions of this Section 8 and in the taking of all
such actions as may be necessary or appropriate in order to protect against impairment of the
rights of the Warrant Holder to adjustments in the Exercise Price.



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               (f) Upon the happening of any event requiring an adjustment of the Exercise Price hereunder,
the Company shall give written notice thereof within five (5) business days to the Warrant Holder
stating the adjusted Exercise Price and the adjusted number of Warrant Shares resulting from such
event and setting forth in reasonable detail the method of calculation and the facts upon which
such calculation is based.



     9. VESTING. The Warrants will vest and become exercisable according to the following
schedule of milestones (each, an “Operating Milestone”):



               (a) If (A) the Plant (as defined in the Contribution Agreement) has achieved Commercial
Operation (as defined in that certain Credit Agreement dated as of September 1, 2006, as amended,
by and among Renegy, LLC (“Renegy”), Renegy Trucking, LLC (“Renegy Trucking”),
Snowflake White Mountain Power, LLC (collectively with Renegy and Renegy Trucking, the
“Companies”), CoBank, ACB, as Administrative Agent, Collateral Agent and LC Issuer, and the
financial institutions named therein (the “Credit Agreement”)) in accordance with the terms
of the Project Documents by no later than July 1, 2008, and (B) there has not occurred an Event of
Default (as defined in the Credit Agreement) or any other material breach or default by any of the
Companies, and there are no events or circumstances existing that could reasonably be expected to
constitute, or result in, an Event of Default or other material breach or default, under the
Project Documents, then 824,341 Warrants (subject to adjustment pursuant to Section 8)
shall vest.



               (b) If one or more renewable energy power generation plants (other than the Plant) based on
“Eligible Renewable Energy Resources” (as defined in Rule R14-2-1802 of the Arizona Renewable
Energy Standard and Tariff Rules adopted by the Arizona Corporation Commission as of the date
hereof, regardless of whether all or any portion of such Rule R14-2-1802 is later determined to be
unenforceable or invalid by any governmental authority, and as may be amended from time to time, or
any successor to such rule) that are owned by the Company and generating in the aggregate in excess
of ten (10) megawatts in capacity have (i) commenced and maintained commercial operations for
ninety (90) continuous days at the load and output requirements required by the power purchase
agreement(s) and financing documents related to such plants, and (ii) during such ninety (90) day
period, such commercial operation occurs in accordance with, and there are no material defaults,
breaches or violations, or events or circumstances that could reasonably be expected to result in
or constitute, a material default, breach or violation under, such power purchase agreement(s) or
financing documents (together (i) and (ii) are the “Operational Requirements”), then
824,341 Warrants (subject to adjustment pursuant to Section 8) shall vest.



               (c) Upon the earlier to occur of either one of the following two alternatives, then 824,341
Warrants (subject to adjustment pursuant to Section 8) shall vest:



                    (i) An additional renewable energy power generation plant or plants (other than the Plant and
the plants contemplated by Section 9(b)), based on Eligible Renewable Energy Resources (as
defined above), that are owned by the Company and generating in the aggregate in excess of ten (10)
megawatts in capacity achieve the Operational Requirements; or



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                    (ii) Construction has commenced on not less than two additional renewable energy power
generation plants (other than the Plant and the plants contemplated by Section 9(b)) based
on Eligible Renewable Energy Resources (as defined above) designed to generate in the aggregate in
excess of twenty (20) megawatts in capacity, for which power purchase agreements have been duly
executed and delivered by the Company (or any of its subsidiaries), and construction financing has
been obtained sufficient to allow completion and attainment of commercial operation of such plants.


For the avoidance of doubt, in no event shall more than 824,341 Warrants vest under this
Section 9(c).



Notwithstanding the foregoing provisions of this Section 9, provided that the other
applicable requirements of Sections 9(b) and 9(c) are met, any requirement in
Sections 9(b) and 9(c) related to ownership by the Company of power generation
plants (other than the Plant) shall also be deemed to be satisfied by (i) one or more cogeneration
steam plants owned by the Company and capable of generating in the aggregate in excess of ten (10)
megawatts of electricity if devoted exclusively to that purpose; or (ii) one or more biofuel
production facilities owned by the Company and capable of producing biofuel that would support the
commercial operation of one or more power generation plants generating in the aggregate in excess
of ten (10) megawatts of electricity if such fuels were devoted exclusively to that purpose,
provided, that for purposes of determining the number of megawatts of electricity generated by any
such biofuel production facility, a turbine efficiency rating of 30% shall be assumed.




     10. COMMENCEMENT DATE; EXPIRATION DATE.



               (a) The term “Commencement Date” shall mean, with respect to each portion of the Warrants
that vests in accordance with the provisions of Section 9 above, the date on which the
Operating Milestone applicable to such portion of the Warrants are achieved.



               (b) The term “Expiration Date” shall mean, with respect to each portion of the Warrants that
vests in accordance with the provisions of Section 9 above, 5:00 p.m. Eastern time on the
date that is the later of (a) the four (4) four year anniversary of the date of issuance of the
Warrants and (b) the two (2) year anniversary of the Commencement Date applicable to such portion
of the Warrants; provided that in no event shall the Expiration Date be later than the six (6) year
anniversary of the date of issuance of the Warrants; and provided further that, in the event the
applicable Expiration Date determined in accordance with the foregoing shall in the State of New
York be a holiday or a day on which banks are authorized to close, then the applicable Expiration
Date shall mean 5:00 p.m. Eastern time on the next following day which in the State of New York is
not a holiday or a day on which banks are authorized to close.



     11. RIGHTS OF THE HOLDER. The Warrant Holder shall not, by virtue hereof, be entitled
to any rights of a stockholder in the Company, either at law or equity, and the rights of the
Warrant Holder are limited to those expressed in the Warrant and are not enforceable against the
Company except to the extent set forth herein.



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     12. NOTICES OF RECORD DATE. In case: (a) the Company shall take a record of the
holders of its Common Stock (or other stock or securities at the time deliverable upon the exercise
of this Warrant) for the purpose of entitling or enabling them to receive any dividend or other
distribution, or to receive any right to subscribe for or purchase any shares of any class or any
other securities, or to receive any other right, or (b) of any capital reorganization of the
Company, any reclassification of the capital stock of the Company, any consolidation or merger of
the Company with or into another corporation (other than a consolidation or merger in which the
Company is the surviving entity), or any transfer of all or substantially all of the assets of the
Company, or (c) of the voluntary or involuntary dissolution, liquidation or winding-up of the
Company, then, and in each such case, the Company will mail or cause to be mailed to the Warrant
Holder a notice specifying, as the case may be: (i) the date on which a record is to be taken for
the purpose of such dividend, distribution or right, and stating the amount and character of such
dividend, distribution or right, or (ii) the effective date on which such reorganization,
reclassification, consolidation, merger, transfer, dissolution, liquidation or winding-up is to
take place, and the time, if any is to be fixed, as of which the holders of record of Common Stock
(or such other stock or securities at the time deliverable upon the exercise of this Warrant)
shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such reorganization, reclassification, consolidation,
merger, transfer, dissolution, liquidation or winding-up. Such notice shall be mailed at least
twenty (20) days prior to the record date or effective date for the event specified in such notice,
to the extent practicable or if not practicable, as promptly as practicable, provided that the
failure to mail such notice shall not affect the legality or validity of any such action.



     13. ADMINISTRATION SOLELY BY SPECIAL COMMITTEE. Prior to the End Date (as defined in
the Company’s Certificate of Incorporation), the Special Committee (as defined in the Company’s
Certificate of Incorporation) of the Company shall have exclusive authority to administer,
interpret and enforce this Warrant on behalf of the Company, including without limitation
determination of vesting and attainment of Operating Milestones pursuant to Section 9,
adjustments pursuant to Section 8 and amendments pursuant to Section 17. For the
avoidance of doubt, no such decision, interpretation or determination made by the Special Committee
in its administration of this Warrant on behalf of the Company shall be conclusive upon any Warrant
Holder, and nothing shall prevent the Warrant Holder from contesting any such decision,
interpretation or determination as not complying with the terms of the Warrant.



     14. SUCCESSORS. The rights and obligations of the parties to this Warrant will inure
to the benefit of and be binding upon the parties hereto and their respective permitted heirs,
successors, assigns, pledgees, transferees and purchasers.



     15. HEADINGS. The headings in this Warrant are for purposes of reference only and
shall not limit or otherwise affect the meaning of any provision of this Warrant.



     16. GOVERNING LAW. This Warrant shall be governed by and construed in accordance with
the laws of the State of Delaware as such laws are applied to contracts made and to be fully
performed entirely within that state between residents of that state.



     17. AMENDMENT AND WAIVER. Any term of this Warrant may be changed or waived only by
an instrument in writing signed by the party against whom enforcement of the



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change or waiver is sought. The failure of a party to exercise any of its rights hereunder or
to insist upon strict adherence to any term or condition hereof on any one occasion shall not be
construed as a waiver or deprive that party of the right thereafter to insist upon strict adherence
to the terms and conditions of this Warrant at a later date. Further, no waiver of any of the
terms and conditions of this Warrant shall be deemed to or shall constitute a waiver of any other
term of condition hereof (whether or not similar).



     18. MAILING OF NOTICES, ETC. Any notice, request, instruction, correspondence or
other document to be given hereunder (except payment) shall be in writing and delivered to
personally or mailed by registered or certified mail, postage prepaid and return receipt requested,
or by facsimile, as follows:



	 	 	 	 	 
	 

	 	Registered Holder:
	 	To his or her last known address as indicated on the Company’s
books and records.
	 
	 	 	 	 
	 

	 	Initial Holder:
	 	c/o Robert M. Worsley
	 

	 	 	 	The Worsley Family Revocable Trust
	 

	 	 	 	3418 N. Val Vista Drive
	 

	 	 	 	Mesa, AZ 85213
	 
	 	 	 	 
	 

	 	 	 	Facsimile No.: (480) 718-7977
	 
	 	 	 	 
	 

	 	The Company:
	 	To the Company’s Chief Financial Officer at the
address of the Company’s principal office as set forth in the last filing by
the Company with the Securities and Exchange Commission.
	 
	 	 	 	 
	 

	 	 	 	Facsimile No.: (480) 556-5500





Each of the above addresses for notice purposes may be changed by providing appropriate notice
hereunder. Notice given by personal delivery or registered mail shall be effective upon actual
receipt. Notice given by facsimile shall be effective upon actual receipt if received during the
recipient’s normal business hours, or at the beginning of the recipient’s next normal business day
after receipt if not received during the recipient’s normal business hours. All Notices by
facsimile shall be confirmed by the sender thereof promptly after transmission in writing by
registered mail or personal delivery.




11









 





     IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its duly authorized
officer as of the 1st day of October, 2007.



	 	 	 	 	 
	 	RENEGY HOLDINGS, INC.

 	 
	 	By:  	/s/ Robert W. Zack
 	 
	 	 	Name:  	Robert W. Zack 	 
	 	 	Title:  	CEO 	 
	 




 









 





Notice of Exercise

To Be Executed by the Warrant Holder

In Order to Exercise Warrants



The undersigned Warrant Holder hereby irrevocably elects to exercise                      Warrants represented by
this Warrant by:




(check one)

o payment of the Exercise Price in cash pursuant to Section 2.1(a) of the Warrant

o the cashless exercise option pursuant to Section 2.1(b) of the Warrant



for the shares of Common Stock issuable upon the exercise of such Warrants, and requests that
certificates for such shares of Common Stock shall be issued in the name of




PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER




 




 



 



(please print or type name and address)




and be delivered to



 



 



(please print or type name and address)



and if such number of Warrants shall not be all the Warrants evidenced by this Warrant, that a new
Warrant for the balance of such Warrants be registered in the name of, and delivered to, the
registered Warrant Holder at the address stated above.




     The undersigned hereby represents and warrants to the Company that it is an “Accredited
Investor” within the meaning of Rule 501(c) of the Securities Act of 1933, as amended (the
“Securities Act”), and is acquiring these securities for its own account and not with a view to, or
for sale in connection with, any distribution thereof, nor with any present intention of
distributing or selling the same. The undersigned further represents that it does not have any
contract, agreement, understanding or arrangement with any person to sell, transfer or grant the
shares of Common Stock issuable under this Warrant. The undersigned understands that the shares it
will be receiving are “restricted securities” under federal securities laws inasmuch as they are
being acquired from Renegy Holdings, Inc., in transactions not including any public offering and
that under such laws, such shares may only be sold pursuant to an effective and current
registration statement under the Securities Act or an exemption from the registration requirements
of the Securities Act and any other applicable restrictions including the requirements of state
securities and “blue sky” laws, in which event a legend or legends will be placed upon the
certificate(s) representing the Common Stock issuable under this Warrant denoting such
restrictions. The



 









 







undersigned understands and acknowledges that the Company will rely on the accuracy of these
representations and warranties in issuing the securities underlying the Warrant.



	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(Signature of Registered Holder)
	 	 






 









 




ASSIGNMENT FORM

To be executed by the Warrant Holder

In order to Assign Warrants



FOR VALUE RECEIVED,                                          hereby sell, assigns and transfer unto




PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER




 




 



 



 



(Please print or type name and address)



                                       of the Warrants represented by this Warrant, and hereby irrevocably
constitutes and appoints                                Attorney to transfer this Warrant on the books of
the Company, with full power of substitution in the premises.




	 	 	 	 	 	 	 	 	 
	Dated:
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	(Signature of Registered Holder)
	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	(Signature Guaranteed)