PAGE 1
EXHIBIT E
WARRANT NO.
---
WARRANT TO PURCHASE SERIES 1998-B PREFERRED SHARES
OF
RENTECH, INC.
Warrant to Purchase Up to ------ Shares
of Series 1998-B Convertible Preferred Stock
At a Purchase Price of $10 per Share
(subject to adjustment as set forth herein)
VOID AFTER 5:00 P.M., DENVER, COLORADO, TIME, July ----, 1999
NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUED OR ISSUABLE UPON
EXERCISE OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933 (THE "ACT") OR REGISTERED OR QUALIFIED UNDER ANY OTHER APPLICABLE
FEDERAL OR STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT OR QUALIFICATION FILED IN ACCORDANCE WITH THE ACT
OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT.
At any time before 5:00 p.m., Denver time, on July ---, 1999 (the
"Expiration Date") --------------------------------------, whose address
is -------------------------------------------------------------------
(the "Holder"), irrevocably (subject to the terms hereof) agrees to
purchase and Rentech, Inc., a Colorado Corporation (the "Company"),
irrevocably (subject to the terms hereof) agrees to sell, in accordance
with the terms of this Warrant, the Articles of Amendment to Articles of
Incorporation Preferences, Limitations and Relative Rights of Preferred
Stock, Series 1998-B of Rentech, Inc. (the "Series B Articles") and the
Securities Purchase Agreement between the Company and the Holder (the
"Securities Purchase Agreement"), a minimum of --------------- shares of
the Company's Series 1998-B Convertible Preferred Stock ("Preferred
Shares" or "Series B Shares"), and at the Company's option, up to a
maximum of -------- shares of the Company's Preferred Shares. The
purchases and sales shall be made pursuant to a series of exercises of
this Warrant, and for not less than -------- nor more than ----------
Preferred Shares upon each exercise of this Warrant. The purchase price
for each purchase and sale shall be $10.00 per Preferred Share (the
"Purchase Price"). The Holder shall exercise this Warrant in such amounts
and at such times as the Company shall instruct the Holder in writing, in
accordance with and subject to the terms hereof and of the Securities
Purchase Agreement.
PAGE 2
No exercise of this Warrant shall be closed before the date which is
the later of: (i) thirty (30) days after the date the Securities and
Exchange Commission ("SEC") has declared effective the registration
statement contemplated by the Securities Purchase Agreement and the
Registration Rights Agreement ("Registration Rights Agreement") between
the Holder and the Company for registration of the shares of the
Company's $.01 par value Common Stock (the "Common Stock") into which the
Preferred Shares may be converted, (the "Conversion Shares") and other
shares of the Common Stock that the Company may, at its option as
described in the Series B Articles, issue in payment of dividends on the
Preferred Shares (the "Dividend Shares"); or (ii) thirty (30) days after
the end of the "Hold Period" defined in the Articles of Amendment to
Articles of Incorporation Preferences, Limitations and Relative Rights of
Preferred Stock, Series 1998-A of Rentech, Inc. (the "Series A
Articles"). After the initial exercise (the "Initial Exercise") of this
Warrant, no closing of a subsequent exercise (each a "Subsequent
Exercise") shall occur earlier than thirty (30) days after the closing of
the previous exercise of this Warrant.
The obligations of the Company to sell and the Holder to purchase
Series B Shares pursuant to each exercise (each an "Exercise") of this
Warrant shall be contingent upon satisfaction of the following
conditions:
(x) The Company shall give the Holder ten (10) days prior written
notice of its intent to sell Series B Shares;
(y) On the date of each Exercise:
(A) The registration statement required to be filed under the
Registration Rights Agreement (which effects the registra-
tion of the Conversion Shares and the Dividend Shares (if
any) into which the Series B Shares being purchased
pursuant to such Exercise are convertible), has been
declared effective by the SEC and is as of such date
still effective with respect to such Conversion Shares and
Dividend Shares (if any).
(B) Each of the representations and warranties of the Company
contained in the Securities Purchase Agreement, the
Registration Rights Agreement and the Escrow Agreement
between the Company and the Holder (the "Transaction
Documents"), shall be true and correct in all material
respects as if made on the date of such Exercise, and the
Company shall have performed all of its obligations under
the Transaction Documents required to be performed by the
Company prior to the date of such Exercise.
(C) The average daily trading volume for the Common Stock for
the previous three months must equal or exceed 300,000
shares per trading day.
(D) The average closing bid price for the Common Stock for the
ten (10) trading days prior to such Exercise, must equal
or exceed $1.00 per share.
PAGE 3
(E) The number of shares issuable upon conversion of the
Series B Shares then being purchased, together with the
Shares of Common Stock issued prior thereto pursuant to
the Transaction Documents and the Series B Articles, shall
not exceed twenty percent (20%) of the outstanding shares
of the Company's Common Stock.
(F) No statute, rule, regulation, executive order, decree,
ruling or injunction shall have been enacted, entered,
promulgated or endorsed by any court of governmental
authority of competent jurisdiction or any self
-regulatory organization having authority over the matters
contemplated hereby which restricts or prohibits the
consummation of any of the transactions contemplated by
the Transaction Documents or the Series B Articles.
The number and character of the securities purchasable upon exercise
of the Warrant and the Purchase Price are subject to adjustment as
provided below. The term "Warrant" as used herein shall include this
Warrant and any Warrants issued in substitution for or replacement of
this Warrant, or any Warrants into which this Warrant may be divided or
exchanged. As used herein, "Holder" shall mean the person named above as
holder and any valid transferee thereof. As used herein, "Effective
Date" shall mean January -----, 1998.
This Warrant may be assigned, transferred, sold, offered for sale,
or exercised by the Holder upon compliance with all the pertinent
provisions hereof.
1. Exercise of Warrant.
(a) Subject to and in accordance with the other terms and
conditions of this Warrant and the terms and conditions of the Securities
Purchase Agreement, the purchase rights evidenced by this Warrant shall
be exercised in a series of Exercises, the timing of which, and each
Exercise for such number of Preferred Shares, as shall be determined by
the Company in accordance with the terms hereof and of the Securities
Purchase Agreement. All such Exercises shall be effected on or but
before 5:00 p.m., Denver time, on the Expiration Date. The Company shall
provide written notice to the Holder (a "Notice") to effect each Exercise
in accordance with the terms hereof and of the Securities Purchase
Agreement. Each Exercise shall be effected by the Holder's presentation
and surrender of this Warrant to the Escrow Agent (as defined in the
Securities Purchase Agreement) on behalf of the Company at the address of
the Escrow Agent provided in the Escrow Agreement (as defined in the
Securities Purchase Agreement). The Warrant shall be accompanied by a
duly executed Notice of Exercise in the form attached hereto, completed
in accordance with the Notice, and by payment of the aggregate Purchase
Price for the number of Preferred Shares specified in the Notice by wire
transfer of immediately available funds in United States Dollars,
deposited with the Escrow Agent in accordance with the terms of the
Escrow Agreement, against delivery of the Preferred Shares being
purchased. In the event this Warrant is exercised in part only, as soon
as is practicable after the presentation and surrender of this Warrant to
the Company for exercise, the Company shall execute and deliver to the
Escrow Agent on behalf of the Holder (or at the Holder's option, directly
PAGE 4
to the Holder) a new Warrant, containing the same terms and conditions as
this Warrant, evidencing the right and obligation of the Holder to
purchase the number of Preferred Shares as to which this Warrant has not
been exercised.
(b) Upon receipt of this Warrant and the Notice of Exercise by
the Escrow Agent on behalf of the Company as described in subsection (a)
above, the Holder shall be deemed to be the holder of record of the
Preferred Shares issuable upon such Exercise, notwithstanding that the
transfer books of the Company may then be closed or that certificates
representing such Preferred Shares may not have been prepared or actually
delivered to the Holder. Upon receipt of the Purchase Price by the
Escrow Agent, the Company shall, unless otherwise instructed by the
Holder, within three (3) business days after each Exercise, deliver a
certificate for the Preferred Shares purchased to the Escrow Agent for
the benefit of the Holder (or at the Holder's option, directly to the
Holder). Each such certificate shall be duly issued and executed by the
officers on behalf of the Company.
2. Exchange, Assignment or Loss of Warrant.
(a) Subject to the provisions of Section 7 hereof, this
Warrant is assignable and exchangeable, without expense, at the option of
the 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 Preferred Shares
purchasable hereunder. Any such assignment shall be made by surrender of
this Warrant to the Company, with the Assignment Form annexed hereto duly
executed and funds sufficient to pay any transfer tax; whereupon the
Company shall, without charge, execute and deliver a new Warrant in the
name of the assignee named in such instrument of assignment and this
Warrant promptly shall be canceled.
(b) This Warrant, alone or with other Warrants containing
substantially the same terms and conditions and owned by the same Holder,
is exchangeable at the option of the Holder but at the Company's sole
expense, at any time prior to its expiration either by its terms or by
its exercise in full upon presentation and surrender to the Company at
its principal office for another Warrant or other Warrants, of different
denominations but containing the same terms and conditions as this
Warrant, entitling the Holder to purchase the same aggregate number of
Preferred Shares that were purchasable pursuant to the Warrant or
Warrants presented and surrendered. At the time of presentation and
surrender by the Holder to the Company, the Holder also shall deliver to
the Company a written notice, signed by the Holder, specifying the
denominations in which new Warrants are to be issued to the Holder.
(c) The Company will execute and deliver to the Holder a new
Warrant containing the same terms and conditions as this Warrant upon
receipt by the Company of evidence reasonably satisfactory to it of the
loss, theft, destruction, or mutilation of this Warrant, provided that
(i) in the case of loss, theft, or destruction, the Company receives from
the Holder a reasonably satisfactory indemnification, and (ii) in the
case of mutilation, the Holder presents and surrenders this Warrant to
the Company for cancellation. Any new Warrant executed and delivered
shall constitute an additional contractual obligation on the part of the
PAGE 5
Company and Holder regardless of whether the Warrant that was lost,
stolen, destroyed or mutilated shall be enforceable by anyone at any
time.
3. Adjustments; Stock Dividends, Reclassification, Reorganization,
Merger and Anti-Dilution Provisions.
(a) If the Company increases or decreases the number of its
issued and outstanding Preferred Shares or changes in any way the rights
and privileges of such Preferred Shares by means of (i) the payment of a
dividend or the making of any other distribution on such Preferred
Shares, (ii) a forward or reverse split or other subdivision of
Preferred Shares, (iii) a consolidation or combination involving its
Preferred Shares, or (iv) a reclassification or recapitalization
involving its Preferred Shares, then the Purchase Price in effect at the
time of such action and the number of Preferred Shares purchasable
pursuant to this Warrant at that time shall be proportionately adjusted
so that the numbers, rights and privileges relating to the Preferred
Shares then purchasable pursuant to this Warrant shall be increased,
decreased or changed in like manner, for the same aggregate purchase
price as set forth in this Warrant, as if the Preferred Shares
purchasable pursuant to this Warrant immediately prior to the event at
issue had been issued, outstanding, fully paid and nonassessable at the
time of that event.
(b) If the Company pays or makes any distribution upon its
Preferred Shares payable in securities or other property, excluding money
but including (without limitation) shares of any class of the Company's
stock or stock or other securities convertible into or exchangeable for
shares of the Company's Common Stock or any other class of the Company's
stock or other interests in the Company or its assets ("Convertible
Securities"), a proportionate part of those securities or that other
property shall be set aside by the Company and delivered to the Holder in
the event that the Holder exercises this Warrant. The securities and
other property then deliverable to the Holder upon exercise of this
Warrant shall be in the same ratio to the total securities and property
set aside for the Holder as the number of Preferred Shares with respect
to which the Warrant is then exercised is to the total Preferred Shares
purchasable pursuant to this Warrant at the time the securities or
property were set aside for the Holder.
(c) If at any time the Company grants to its shareholders
rights to subscribe pro rata for additional securities of the Company,
whether Common Stock, Convertible Securities, debentures, or other
classifications, or for any other securities, property or interests that
the Holder would have been entitled to subscribe for if, immediately
prior to such grant, the Holder had exercised this Warrant, then the
Company shall also grant to the Holder the same subscription rights that
the Holder would be entitled to if the Holder had exercised this Warrant
in full immediately prior to such grant.
(d) The Company shall cause effective provision to be made so
that the Holder shall have the right after any event described below, by
the exercise of this Warrant, to purchase for the aggregate Purchase
Price described in this Warrant the kind and amount of shares of
securities, and property and interests, as would be issued or payable
PAGE 6
with respect to or in exchange for the number of Preferred Shares of the
Company that are then purchasable pursuant to this Warrant as if such
Preferred Shares had been issued to the Holder immediately before the
occurrence of any of the following events: (i) the reclassification,
capital reorganization, or other similar change of outstanding securities
of the Company, other than as described and provided for in subsection
(a) above; (ii) the merger or consolidation of the Company with one or
more other corporations or other entities, other than a merger with a
subsidiary or affiliate pursuant to which the Company is the continuing
entity and the outstanding shares of Common Stock, including the
Preferred Shares purchasable pursuant to this Warrant, are not converted
or exchanged; or (iii) the spin-off of assets to a subsidiary or an
affiliated entity, or the sale, lease, or exchange of a signification
portion of the Company's assets, in a transaction pursuant to which the
Company's shareholders of record are to receive securities or other
interests in another entity. Any such provision made by the Company for
adjustments with respect to this Warrant shall be as nearly equivalent to
the adjustments otherwise provided for in this Warrant as is reasonably
practicable. The foregoing provisions of this subsection (d) shall
similarly apply to successive reclassifications, capital reorganizations
and similar changes of securities and to successive consolidations,
mergers, spin-offs, sales, leases or exchanges.
4. Officers' Certificate. Whenever the Purchase Price or the
aggregate number of Preferred Shares purchasable pursuant to this Warrant
shall be adjusted as required by the provisions of Section 3 above, the
Company shall promptly file with its Secretary or an Assistant Secretary
at its principal office, an officers' certificate executed by the
Company's President and Secretary or Assistant Secretary, describing the
adjustment and setting forth, in reasonable detail, the facts requiring
such adjustment and the basis for and calculation of such adjustment in
accordance with the provisions of this Warrant. Each such officers'
certificate shall be made available to the Holder or Holders of this
Warrant for inspection at all reasonable times, and the Company, after
each such adjustment, shall promptly deliver a copy of the officers'
certificate relating to that adjustment to the Holder or Holders of this
Warrant.
5. Reservation of Shares. The Company shall at all times have
authorized, and reserved for the purpose of issuance, a sufficient number
of shares of Common Stock to provide for the issuance of all of the
Conversion Shares and the Dividend Shares (if any). Prior to complete
conversion of the Preferred Shares, the Company shall not reduce the
number of shares reserved for issuance hereunder without the written
consent of the Holder except for a reduction proportionate to a reverse
stock split effected for a business purpose other than affecting the
requirements of this Section, which reverse stock split affects all
shares of Common Stock equally.
6. Registration Rights Agreement. The shares of Preferred Shares
issuable upon exercise of this Warrant and the shares of Common Stock
issuable upon conversion thereof are subject to the Registration Rights
Agreement between the Company and the Holder dated the same date as this
Warrant.
PAGE 7
7. Transfer to Comply With the Securities Act of 1933.
(a) This Warrant, the Preferred Shares, all securities
underlying the Preferred Shares, and all other securities issued or
issuable upon exercise of this Warrant, may not be offered, sold or
transferred, in whole or in part, except in compliance with the Act, and
except in compliance with all applicable state securities laws.
(b) The Company may cause substantially the following legend,
or its equivalent, to be set forth on each certificate representing the
Preferred Shares, securities underlying the Preferred Shares, or any
other security issued or issuable upon exercise of this Warrant unless,
in the opinion of legal counsel for the Company, such legend is not
required:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 (THE ACT') AND ARE RESTRICTED
SECURITIES' AS THAT TERM IS DEFINED IN RULE 144
UNDER THE ACT. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE ACT, THE AVAILABILITY OF
WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF
THE COMPANY."
8. Fractional Securities. No fractional securities or scrip
representing fractional shares shall be issued upon the exercise of all
or any part of this Warrant. With respect to any fraction of a security
called for upon any exercise of this Warrant, the Company shall pay to
the Holder an amount in money equal to that fraction multiplied by the
current market value of that security. The current market value shall be
determined as follows:
(i) if the security at issue is listed on a national
securities exchange or admitted to unlisted trading privileges
on such an exchange or quoted on the National Market System of
the National Association of Securities Dealers Automated
Quotation System, Inc. ("Nasdaq") quotation service, the
current value shall be the last reported sale price of that
security on such exchange or system on the last business day
prior to the date of the applicable exercise of this Warrant
or, if no such sale is made on such day, the average of the
highest closing bid and lowest asked price for such day on such
exchange or system; or
(ii) if the security at issue is not so listed or quoted or
admitted to unlisted trading privileges, the current market
value shall be the average of the last reported highest bid and
lowest asked prices quoted on Nasdaq or, if not so quoted, then
by the National Quotation Bureau, Inc. on the last business day
prior to the date of the applicable exercise of this Warrant;
or
(iii) if the security at issue is not so listed or quoted or
admitted to unlisted trading privileges and bid and asked
PAGE 8
prices are not reported, the current market value shall be
determined in such reasonable manner as may be prescribed from
time to time by the Board of Directors of the Company.
9. Rights of the Holder. The Holder shall not be entitled to any
rights as a shareholder in the Company by reason of this Warrant, either
at law or in equity, except as specifically provided for herein. The
Company covenants, however, that for so long as this Warrant is at least
partially unexercised, it will furnish any Holder of this Warrant with
copies of all reports and communications furnished to the shareholders of
the Company.
10. Charges Due Upon Exercise. The Holder shall pay any and all
issue or transfer taxes, including, but not limited to, all federal or
state taxes, that may be payable with respect to the transfer of this
Warrant or the issue or delivery of Preferred Shares upon the exercise of
this Warrant.
11. Warrant Securities to be Fully Paid. The Company covenants
that all Preferred Shares that may be issued and delivered to a Holder of
this Warrant upon the exercise of this Warrant and payment of the
Purchase Price will be, upon such delivery, validly and duly issued,
fully paid and nonassessable.
12. Conditions to the Company's Obligation to Sell Preferred
Shares.
The obligation of the Company hereunder to sell Preferred Shares at
the applicable Exercise is subject to the satisfaction, on or before the
date of the applicable Exercise, of each of the following conditions,
provided that these conditions are for the Company's sole benefit and may
be waived by the Company at any time in its sole discretion:
(a) The parties shall have executed the Securities Purchase
Agreement, the Registration Rights Agreement and the Escrow Agreement
between the Company and the Holder with the Escrow Agent to act for the
parties, and the parties shall have delivered the respective documents or
signature pages thereof (via facsimile or otherwise as permitted in the
Escrow Agreement) to the Escrow Agent.
(b) The Holder shall have delivered to the Escrow Agent on behalf
of the Company the Purchase Price for the Series B Shares being purchased
pursuant to such Exercise, as applicable, by wire transfer of immediately
available funds pursuant to the wiring instructions provided by the
Escrow Agent.
(c) The representations and warranties of the Holder shall be true
and correct in all material respects as of the date made and as of the
date of the applicable Exercise as though made at that time (except for
representations and warranties that speak as of a specific date), and the
Holder shall have performed, satisfied and complied in all material
respects with the covenants, agreements and conditions required by the
Securities Purchase Agreement to be performed, satisfied or complied with
by the Holder at or prior to the date of the applicable Exercise.
(d) With respect to each Subsequent Exercise, the number of shares
of Common Stock issued upon conversion of the Series B Shares then being
PAGE 9
purchased, together with the shares of Common Stock issued prior thereto
pursuant to the Transaction Documents and the Series B Articles, shall
not exceed twenty percent (20%) of the outstanding shares of the
Company's Common Stock.
(e) No statute, rule, regulation, executive order, decree, ruling
or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction or any
self regulatory organization having authority over the matters
contemplated hereby which restricts or prohibits the consummation of any
of the transactions contemplated herein.
13. Conditions to the Holder's Obligation to Exercise the Warrant.
The obligation of the Holder to purchase Preferred Shares is subject
to the satisfaction, on or before the date of the applicable Exercise, of
each of the following conditions, provided that these conditions are for
the sole benefit of the Holder and may be waived by the Holder at any
time in its sole discretion:
(a) The Series B Articles shall have been filed with the Secretary
of State of the state in which the Company is incorporated; the parties
shall have executed the Securities Purchase Agreement, the Registration
Rights Agreement and the Escrow Agreement, and the parties shall have
delivered the respective documents or signature pages thereof (via
facsimile or otherwise as permitted in the Escrow Agreement), to the
Escrow Agent on behalf of each other.
(b) The representations and warranties of the Company shall be true
and correct in all material respects as of the date made and as of the
date of the applicable Exercise as though made at that time (except for
representations and warranties that speak as of a specific date) and the
Company shall have performed, satisfied and complied in all material
respects with the covenants, agreements and conditions required by this
Agreement to be performed, satisfied or complied with by the Company at
or prior to the date of the applicable Exercise. The Holder may require
a certificate, executed by the Chief Executive Officer of the Company,
dated as of the date of such Exercise, to the foregoing effect and as to
such other matters as may be reasonably requested by the Holder.
(c) With respect to each Exercise called for herein, the Company
shall have issued and have duly executed by the authorized officers of
the Company, and delivered to the Escrow Agent on behalf of the Holder,
certificates evidencing the Preferred Shares being sold pursuant to such
Exercise (via facsimile or otherwise as permitted in the Escrow
Agreement, provided that a facsimile of such documents shall be followed
with physical delivery to the Escrow Agent of the original instrument or
security within one (1) business day after facsimile of same to the
Escrow Agent).
(d) The Common Stock shall be authorized for quotation on the
NASDAQ SmallCap Market and trading in the Common Stock on such market
shall not have been suspended by the SEC or other relevant regulatory
agency.
(e) The Company shall not have received, as of the date of the
applicable Exercise, from NASDAQ or the National Association of
PAGE 10
Securities Dealers, any written or oral communication as to its actual or
potential ineligibility for continued listing of the Common Stock on the
NASDAQ SmallCap Market.
(f) With respect to each Subsequent Exercise, the conditions for
closing listed in Section 4(1) of the Securities Purchase Agreement shall
have been met by the Company.
(g) No statute, rule, regulation, executive order, decree, ruling
or injunction shall have been enacted, entered, promulgated or endorsed
by any court or governmental authority of competent jurisdiction or any
self regulatory organization having authority over the matters
contemplated hereby which restricts or prohibits the consummation of any
of the transactions contemplated herein.
14. Conversion of Preferred Shares. The Holder shall have the
right to convert the Preferred Shares sold hereunder in accordance with
the provisions of the Series B Articles.
15. Governing Law. This Agreement shall be governed by and
interpreted in accordance with the laws of the State of Delaware without
regard to the principles of conflict of laws. In the event of any
litigation regarding the interpretation or application of this Agreement,
the parties irrevocably consent to jurisdiction in any of the state or
federal courts located in the State of Delaware and waive their rights to
object to venue in any such court, regardless of the convenience or
inconvenience thereof to any party. Service of process in any civil
action relating to or arising out of this Agreement (including also all
Exhibits or Addenda hereto) or the transaction(s) contemplated herein may
be accomplished in any manner provided by law. The parties hereto agree
that a final, non-appealable judgment in any such suit or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on
such judgment or in any other lawful manner.
16. Miscellaneous Provisions.
(a) Subject to the terms and conditions contained herein, this
Warrant shall be binding on the Company and its successors and assigns
and shall inure to the benefit of the original Holder, its successors and
assigns and all holders of Preferred Shares. The exercise of this
Warrant in full shall not terminate the provisions of this Warrant as it
relates to holders of Preferred Shares.
(b) If the Company fails to perform any of its obligations under
this Warrant, it shall be liable to the Holder for all damages, costs and
expenses resulting from the failure, including, but not limited to, all
reasonable attorney's fees and disbursements.
(c) This Warrant cannot be changed or terminated or any performance
or condition waived in whole or in part except by an agreement in writing
signed by the party against whom enforcement of the change, termination
or waiver is sought.
(d) If any provision of this Warrant shall be held to be invalid,
illegal or unenforceable, such provision shall be severed, enforced to
the extent possible, or modified in such a way as to make it enforceable,
and the invalidity, illegality or unenforceability shall not affect the
remainder of this Warrant.
PAGE 11
(e) The Company and the Holder each agrees to execute such further
agreements, conveyances, certificates and other documents as may be
reasonably requested by the other to effectuate the intent and provisions
of this Warrant as described herein and in the Securities Purchase
Agreement.
(f) Paragraph headings used in this Warrant are for convenience
only and shall not be taken or construed to define or limit any of the
terms or provisions of this Warrant. Unless otherwise provided, or
unless the context shall otherwise require, the use of the singular shall
include the plural and the use of any gender shall include all genders.
(g) Notices. Any notices required or permitted to be given under
the terms of this Agreement shall be sent by U. S. Mail or delivered
personally or by courier or via facsimile (if via facsimile, to be
followed within three (3) business days by an original of the notice
document via U.S. Mail or courier) and shall be effective five (5) days
after being placed in the mail, if mailed, certified or registered,
return receipt requested, or upon receipt, if delivered personally or by
courier or by facsimile, in each case properly addressed to the party to
receive the same. The addresses for such communications shall be:
If to the Company: Rentech, Inc.
0000 00xx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Attention: Xx. Xxxxx X. Xxxxxxx, Vice President & CFO
If to the Holder, at the address for the Holder on the first page of this
Warrant, or at such other address for the Holder as may be provided in
writing to the Company. Each party shall provide written notice to the
other party of any change in address.
Executed by the undersigned as of , 19 .
-------------------- ----
RENTECH, INC.
ATTEST:
-------------------------- By: --------------------------------
Xxxxxx X. Xxxx, Secretary Xxxxxx X. Xxxxxxxx, President
HOLDER:
ATTEST:
------------------------- By: --------------------------------
--------------------------------
--------------------------------
(address)
PAGE 12
NOTICE OF EXERCISE
to RENTECH, INC.
(to be executed by a Holder desiring to
exercise the right pursuant to a Warrant issued
by Rentech, Inc.,
to purchase Shares of its Series 1998-B Preferred Shares
The undersigned Holder of a Warrant hereby:
(a) irrevocably elects to exercise the attached Warrant to the
extent of purchasing --------------- shares of the Series 1998-B
Preferred Shares of Rentech, Inc.;
(b) makes payment in full of the aggregate Purchase Price for those
Preferred Shares in the amount of $------------ by wire transfer of
immediately available funds in United States Dollars to the Escrow Agent
(as defined in the Securities Purchase Agreement);
(c) requests that certificates evidencing the Preferred Shares be
issued in the name of the undersigned or, if the name and address of some
other person is specified below, in the name of such other person:
-----------------------------------------------------
-----------------------------------------------------
-----------------------------------------------------
(Name and address of person other than the undersigned
in whose name Preferred Shares are to be registered)
(d) requests, if the number of Preferred Shares purchased are not
all the Preferred Shares purchasable to the unexercised portion of the
Warrant, that a new Warrant of like tenor for the remaining Preferred
Shares purchasable pursuant to the Warrant be issued and delivered to the
undersigned at the address stated below.
Dated: ----------------------------------
-------------------- Signature
(This signature must conform in all
respects to the name of the Holder as
specified on the face of the Warrant)
-----------------------------------
Printed Name
Address:
-------------------------
-------------------------
PAGE 13
ASSIGNMENT FORM
(of Warrant issued by Rentech, Inc.
to purchase Shares of its Series 1998-B Preferred Shares)
FOR VALUE RECEIVED, the undersigned, -------------------------------,
hereby sells, assigns and transfers unto:
Name: --------------------------------------------------------------
(Please type or print in block letters)
Address: ------------------------------------------------------------
------------------------------------------------------------
the right to purchase --------------- shares of the Series 1998-B
Preferred Shares of Rentech, Inc. (the "Company") pursuant to the terms
and conditions of the Warrant held by the undersigned. The undersigned
hereby authorizes and directs the Company (i) to issue and deliver to
the above-named assignee at the above address a new Warrant pursuant to
which the rights to purchase being assigned may be exercised, and (ii)
if there are rights to purchase Preferred Shares remaining pursuant to
the undersigned's Warrant after the assignment contemplated herein, to
issue and deliver to the undersigned at the address stated below a new
Warrant evidencing the right to purchase the number of Preferred Shares
remaining after issuance and delivery of the Warrant to the above-named
assignee. Except for the number of Preferred Shares purchasable, the new
Warrants to be issued and delivered by the Company are to contain the
same terms and conditions as the undersigned's Warrant. To complete the
assignment contemplated by this Assignment Form, the undersigned hereby
irrevocably constitutes and appoints ------------------------ as the
undersigned's attorney-in-fact to transfer the Warrants and the rights
thereunder on the books of the Company with full power of substitution
for these purposes.
Dated: ----------------------------------
-------------------- Signature
(This signature must conform in all
respects to the name of the Holder as
specified on the face of the original
Warrant)
-----------------------------------
Printed Name
Address:
-------------------------
-------------------------
