Exhibit 4.3
THE SECURITIES REPRESENTED BY THIS CERTIFICATE, AND THE SECURITIES ISSUED UPON
EXERCISE HEREOF, MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE
SECURITIES ACT OF 1933 (THE "ACT"), OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE ACT WHICH SHALL BE ESTABLISHED TO THE SATISFACTION OF
THE COMPANY.
Void after 3:30 P.M., Denver Time, on _____________, 20___
Warrant to Purchase
__________ Shares
of Common Stock
WARRANT TO PURCHASE SHARES OF COMMON STOCK
OF
RENTECH, INC.
This Is to Certify That, FOR VALUE RECEIVED, MID SOUTH CAPITAL, INC. or
permitted assigns ("Holder"), is entitled to purchase, subject to the
provisions of this Warrant, from RENTECH, INC., a Colorado corporation
("Company"), at any time not later than 3:30 P.M., Denver time, on
_______________, 20___, (the "Expiration Date") ___________________ shares of
common stock, having $.01 par value per share, of the Company ("Common Stock")
at an exercise price, subject to adjustment as set forth below, of $1.00 per
share. The number of shares of Common Stock to be received upon the exercise
of this Warrant and the price to be paid for a share of Common Stock are
subject to adjustment from time to time as hereinafter set forth. The shares
of the Common Stock deliverable upon such exercise, and as adjusted from time
to time, are hereinafter sometimes referred to as "Warrant Stock" and the
exercise price of a share of Common Stock in effect at any time and as
adjusted from time to time is hereinafter sometimes referred to as the
"Exercise Price."
(a) Exercise of Warrant. Subject to the provisions of Section (p)
hereof, this Warrant may be exercised in whole or in part at any time or from
time to time not later than 3:30 P.M., Denver Time, on _______________, 2005,
or if that date falls on a day on which banking institutions are authorized by
law to close, then on the next succeeding day which shall not be such a day,
by presentation and surrender hereof to the Company with the Purchase Form
annexed hereto duly executed and accompanied by payment of the Exercise Price
for the number of shares specified in such form, together with all federal and
state taxes applicable upon such exercise. If this Warrant should be
exercised in part only, the Company shall, upon surrender of this Warrant for
cancellation, execute and deliver a new Warrant evidencing the right of the
Holder to purchase the balance of the shares purchasable hereunder. Upon
receipt by the Company of this Warrant at the office or agency of the Company,
in proper form for exercise, the Holder shall be deemed to be the holder of
record of the shares of Common Stock issuable upon such exercise,
notwithstanding that the stock transfer books of the Company shall then be
closed or that certificates representing such securities shall not then be
actually delivered to the Holder. The Exercise Price
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shall be paid in immediately available funds by cashier's check or by wire
transfer.
(b) Reservation of Shares. The Company hereby agrees that at all times
there shall be reserved for issuance and delivery, upon exercise of this
Warrant, such number of shares of its Common Stock as shall be required for
issuance or delivery upon exercise of this Warrant.
(c) Fractional Shares. No fractional shares or scrip representing
fractional shares shall be issued upon any exercise of this Warrant. With
respect to any fraction of a share called for upon any exercise hereof, the
Company shall pay to the Holder an amount in cash equal to such fraction
multiplied by the current market value of such fractional share, determined as
follows:
(1) If the Common Stock is listed on a national securities exchange
or admitted to unlisted trading privileges on such exchange, the current value
shall be the last reported sale price of the Common Stock on the composite
tape of such exchange on the last trading day prior to the date of exercise of
this Warrant, or if no such sale is made on such day, the average closing bid
and asked prices for such day on the composite tape of the exchange; or
(2) If the Common Stock is not so listed or admitted to unlisted
trading privileges, the current value shall be the mean of the last reported
bid and asked prices reported by the National Association of Securities
Dealers Quotation System (or, if not so quoted on NASDAQ, by the National
Quotation Bureau, Inc.) on the last trading day prior to the date of the
exercise of this Warrant; or
(3) If the Common Stock is not so listed or admitted to unlisted
trading privileges and bid and asked prices are not so reported, the current
value shall be an amount, not less than book value, determined in such
reasonable manner as may be prescribed by the Board of Directors of the
Company, such determination to be final and binding on the Holder.
(d) Exchange, Assignment or Loss of Warrant. This Warrant is not
assignable except to employees of the Holder who are registered sales
representatives and who are licensed through a licensed securities
broker-dealer and who directly participated in the Company's private placement
for which this Warrant was issued. This Warrant is assignable to permitted
assignees and exchangeable, without expense, at the option of the Holder, upon
presentation and surrender hereof to the Company or at the office of its stock
transfer agent, if any, 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. Any such assignment shall be
made by surrender of this Warrant to the Company or at the office of its stock
transfer agent, if any, 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. Upon any permitted assignment or
exchange, this Warrant promptly shall be canceled. This Warrant may be
divided or combined with other Warrants which carry the same rights upon
presentation hereof at the office of the Company or at the office of its stock
transfer agent, if any, together with a written notice specifying the
denominations in which new Warrants are to be issued and signed by
PAGE 3
the Holder hereof. The term "Warrant" as used herein includes any Warrants
issued in substitution for or replacement of this Warrant, or into which this
Warrant may be divided or exchanged. Upon receipt by the
Company of evidence satisfactory to it of the loss, theft, destruction or
mutilation of this Warrant, and (in the case of loss, theft or destruction) of
reasonably satisfactory indemnification including a surety bond, and upon
surrender and cancellation of this Warrant, if mutilated, the Company will
execute and deliver a new Warrant of like tenor and date. Any such new
Warrant executed and delivered shall constitute an additional contractual
obligation on the part of the Company, whether or not this Warrant so lost,
stolen, destroyed, or mutilated, and shall be at any time enforceable by a
Holder.
(e) Rights of the Holder. The Holder shall not, by virtue hereof, be
entitled to any rights of a shareholder of the Company, either at law or
equity, and the rights of the Holder are limited to those expressed in this
Warrant and are not enforceable against the Company except to the extent set
forth herein.
(f) Anti-Dilution Provisions.
(1) Stock Splits and Stock Dividends. Anything in this Section (f)
to the contrary notwithstanding, in case the Company shall at any time issue
Common Stock or securities convertible into or exercisable or exchangeable for
Common Stock by way of dividend or other distribution on any stock of the
Company or subdivide or combine the outstanding shares of Common Stock, the
Exercise Price shall be proportionately decreased in the case of such issuance
(on the day following the date fixed for determining shareholders entitled to
receive such dividend or other distribution) or decreased in the case of such
subdivision or increased in the case of such combination (on the date that
such subdivision or combination shall become effective); provided, however,
that the Exercise Price shall never be less than the par value per share of
Common Stock.
(2) Number of Shares Adjusted. Upon any adjustment of the Exercise
Price, the holder of this Warrant shall thereafter (until another such
adjustment) be entitled to purchase, at the new Exercise Price, the number of
Shares, calculated to the nearest full share, obtained by multiplying the
number of shares of Common Stock initially issuable upon exercise of this
Warrant by the Exercise Price in effect on the date hereof and dividing the
product so obtained by the new Exercise Price.
(3) Common Stock Defined. Whenever reference is made in this
Section (f) to the issue or sale of shares of Common Stock, the term "Common
Stock" shall mean the Common Stock of the Company of the class authorized as
of the date hereof and any other class of stock ranking on a parity with such
Common Stock. However, subject to the provisions of Section (i) hereof,
shares issuable upon exercise hereof shall include only shares of the class
designated as Common Stock of the Company as of the date hereof.
(4) Adjustment of Number of Shares Upon Issuance of Common Stock.
If and whenever the Company issues or sells any Common Stock for a
consideration per share less than the Exercise Price per share at the time of
such issue or sale, then forthwith upon such issue or sale, the number of
shares of Warrant Stock will be increased by multiplying the
PAGE 4
number of shares of Warrant Stock by a fraction, (A) the numerator of which is
the Exercise Price per share and (B) the denominator of which is
the amount determined by dividing (a) the sum of (1) the product derived by
multiplying the Exercise Price times the number of shares of Common Stock
outstanding immediately prior to such issue or sale, plus (2) the aggregate
consideration, if any, received by the Company upon such issue or sale, by (b)
the number of shares of common Stock outstanding
immediately after such issue or sale.
(g) Officer's Certificate. Upon request by the Holder, and if the
Exercise Price is adjusted as required by the provisions of Section (f)
hereof, the Company shall forthwith file in the custody of its Secretary or an
Assistant Secretary at its principal office, and with its stock transfer
agent, if any, an officer's certificate showing the adjusted Exercise Price
determined as herein provided and setting forth in
reasonable detail the facts requiring such adjustment and the calculation
thereof. Each such officer's certificate shall be made available at all
reasonable times for inspection by the Holder and the Company shall, upon
request after each such adjustment, mail a copy of such certificate to the
Holder.
(h) Notice to Holders. If, prior to the expiration of this Warrant
either by its terms or by its exercise in full, any of the following shall
occur:
(i) the Company shall declare a dividend or authorize any other
distribution on its Common Stock; or
(ii) the Company shall authorize the granting to the
shareholders of its Common Stock of rights to subscribe for or purchase any
securities or any other similar rights; or
(iii) any reclassification, reorganization or similar change of the
Common Stock, or any consolidation or merger to which the Company is a party,
or the sale, lease, or exchange of any signification portion of the assets of
the Company; or
(iv) the voluntary or involuntary dissolution, liquidation or
winding up of the Company; or
(v) any purchase, retirement or redemption by the Company of its
Common Stock;
then, and in any such case, the Company shall deliver to the Holder or Holders
written notice thereof at least 30 days prior to the earliest applicable date
specified below with respect to which notice is to be given, which notice
shall state the following:
(i) the date on which a record is to be taken for the purpose
of such dividend, distribution or rights, or, if a record is not to be taken,
the date as of which the shareholders of Common Stock of record to be entitled
to such dividend, distribution or rights are to be determined;
(ii) the date on which such reclassification,
reorganization, consolidation, merger, sale, transfer, dissolution,
liquidation, winding up or purchase, retirement or redemption is expected to
become effective, and the date, if any, as of which the Company's
PAGE 5
shareholders of Common Stock of record shall be entitled to exchange their
Common Stock for securities or other property deliverable upon such
reclassification, reorganization, consolidation, merger, sale, transfer,
dissolution, liquidation, winding up, purchase, retirement or redemption; and
(iii) if any matters referred to in the foregoing clauses (i)
and (ii) are to be voted upon by shareholders of Common Stock, the date as of
which those shareholders to be entitled to vote are to be determined.
(i) Reclassification, Reorganization or Merger. In case of any
reclassification, capital reorganization or other change of outstanding shares
of Common Stock of the Company (other than a change in par value, or from par
value to no par value, or as a result of an issuance of Common Stock by way of
dividend or other distribution or of a subdivision or combination), or in case
of any consolidation or merger of the Company with or into another corporation
(other than a merger with a subsidiary in which merger the Company is the
continuing corporation and which does not result in any reclassification,
capital reorganization or other change of outstanding shares of Common Stock
of the class issuable upon exercise of this Warrant) or in case of any sale or
conveyance to another corporation of the property of the Company as an
entirety or
substantially as an entirety, the Company shall cause effective provision to
be made so that the Holder shall have the right thereafter, by
exercising this Warrant, to purchase the kind and amount of shares of stock
and other securities and property receivable upon such reclassification,
capital reorganization or other change, consolidation, merger, sale or
conveyance as if the Holder had exercised this Warrant prior to such
transaction. Any such provision shall include provision for adjustments which
shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Warrant. A copy of such provision shall be furnished to
the holder(s) of Warrants within ten days after execution of the appropriate
agreement pertaining to same and, in any event, prior to any consolidation,
merger, sale or conveyance subject to the provisions of this Section (i). The
foregoing provisions of this Section (i) shall similarly apply to successive
reclassifications, capital reorganizations and changes of shares of Common
Stock and to successive consolidations, mergers, sales or conveyances.
(j) Dissolution. If, at any time prior to the expiration of this
Warrant and prior to the exercise thereof, any dissolution, liquidation or
winding up of the Company shall be proposed, the Company shall cause at least
30 days' notice to be mailed by certified mail to the registered Holder of
this Warrant Certificate at the Holder's address as it appears on the books of
the Company. Such notice shall specify the date as of which holders of record
of Common Stock shall participate in any
distribution or shall be entitled to exchange their Common Stock for
securities or other property, deliverable upon such dissolution,
liquidation or winding up, as the case may be; to the end that, during such
period of 30 days, the Holder of this Warrant may exercise this Warrant and
purchase Common Stock (or other stock substituted therefor as hereinbefore
provided) and be entitled in respect of shares so purchased to all of the
rights of the other holders of Common Stock of the Company. In case of a
dissolution, liquidation or winding up of the Company, all purchase rights
under this Warrant shall terminate at the close of business on the date as of
which holders of record of the Common Stock shall be entitled to participate
in a distribution of the assets of the
PAGE 6
Company in connection with such dissolution, liquidation or winding up
(provided that in no event shall said date be less than 30 days after
completion of service by certified mail of notice as aforesaid). Any Warrant
not exercised prior to such time shall be void and no rights shall exist
thereunder. In any such case of termination of purchase rights, a statement
thereof shall be included in the notice provided for herein.
(k) Spin-Offs. In the event the Company spins-off a subsidiary or stock
held in another corporation as an investment by distributing to the
shareholders of the Company, as a dividend or otherwise, the stock of the
subsidiary or other corporation, the Company shall reserve, for the life of
the Warrant, shares of the subsidiary or other corporation to be delivered to
the holders of the Warrants upon exercise to the same extent as if they were
owners of record of the Warrant Stock on the record date for payment of the
shares of the subsidiary or other corporation.
(l) Rights.
(1) Piggy-Back Registration. Subject to Section (l)(7)(D) below,
if at any time during the two years following the date of this Warrant, the
Company proposes to register any of its Common Stock under the Act in
connection with the public offering of such securities solely for cash on a
form that would also permit the registration of the Common Stock of the
Holders that they acquire through exercise of this Warrant, the Company shall,
each such time, promptly give each Holder written notice of such
determination. Upon the written request of any Holder given within 20 days
after mailing of any such notice by the Company, the Company shall use its
best efforts to cause to be registered under the Act all of such Common Stock
acquired through exercise of this Warrant that each such Holder has requested
to be registered.
(2) Obligations of the Company. Whenever required to use its best
efforts to effect the registration of any Common Stock, the Company shall, as
expeditiously as reasonably possible:
(A) Prepare and file with the Securities and Exchange
Commission ("SEC") a registration statement with respect to such Warrant Stock
and use its best efforts to cause such registration statement to become and
remain effective; provided, however, that in connection with any proposed
registration intended to permit an offering of any
securities from time to time (i.e., a so-called "shelf registration"), the
Company shall in no event be obligated to cause any such registration to
remain effective for more than one year.
(B) Prepare and file with the SEC such amendments and
supplements to such registration statement and the prospectus used in
connection with such registration statement as may be necessary to comply with
the provisions of the Act with respect to the disposition of all securities
covered by such registration statement.
(C) Furnish to the Holders such numbers of copies of a
prospectus, including a preliminary prospectus, in conformity with the
requirements of the Act, and such other documents as they may reasonably
request in order to facilitate the disposition of Warrant Stock owned by them.
PAGE 7
(D) Use its best efforts to register and qualify the
securities covered by such registration statement under such other securities
or blue-sky laws of such jurisdictions as shall be reasonably appropriate for
the distribution of the securities covered by the registration statement,
provided that the Company shall not be required in connection therewith or as
a condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions, and further provided
that (anything in this Section (l) to the contrary notwithstanding with
respect to the bearing of expenses) if any jurisdiction in which the
securities shall be qualified shall require that expenses incurred in
connection with the qualification of the securities in that jurisdiction be
borne by selling shareholders pro rata, to the extent required by such
jurisdiction.
(3) Furnish Information. It shall be a condition precedent to
the obligations of the Company to take any action that the Holders shall
furnish to the Company such information regarding them, the Warrant Stock held
by them, and the intended method of disposition of such securities as the
Company shall reasonably request and as shall be required in connection with
the action to be taken by the Company.
(4) Company Registration Expenses. In the case of any
registration effected pursuant to Section (l)(1), the Company shall bear any
additional registration and qualification fees and expenses (excluding
underwriters' discounts, commissions and expenses), and any additional costs
and disbursements of counsel for the Company that result from the inclusion of
securities held by the Holders in such registration; provided, however, that
if any such cost or expense is attributable solely to one selling Holder and
does not constitute a normal cost or expense of such a registration, such cost
or expense shall be paid by that selling Holder. In addition, each selling
Holder shall bear the fees and costs of its own counsel.
(5) Underwriting Requirements. In connection with any
offering involving an underwriting of shares of Common Stock being issued by
the Company or being sold by persons other than the Holders exercising
piggy-back registration rights (the "Initial Sellers"), the Company shall not
be required under Section (l)(1) to include any of the Holders' Warrant Stock
in such underwriting unless they accept the terms of the underwriting as
agreed upon between the Company or the Initial Sellers and the underwriters
selected by it or them, and then only in such quantity as will not, in the
written opinion of the underwriters, jeopardize the success of the offering by
the Company or by the Initial Sellers. If the total amount of securities that
all Holders request to be included in such offering exceeds the amount of
securities that the underwriters reasonably believe compatible with the
success of the offering, the Company shall only be required to include in the
offering so many of the securities of the selling Holders as the underwriters
believe will not jeopardize the success of the offering (the securities so
included to be apportioned pro rata among the selling Holders according to the
total amount of securities owned by said selling Holders, or in such other
proportions as shall mutually be agreed to by such selling Holders), provided
that no such reduction shall be made with respect to any securities offered by
the Company or the Initial Sellers for its or their own account.
(6) Delay of Registration. No Holder shall have any right to
take any action to restrain, enjoin, or otherwise delay any
PAGE 8
registration as the result of any controversy that might arise with respect to
the interpretation or implementation of this Section (l).
(7) Indemnification. In the event any Common Stock is
included in a registration statement:
(A) To the extent permitted by law, the Company will
indemnify and hold harmless each Holder requesting or joining in a
registration, any underwriter (as defined in the Act) for it, and each such
person, if any, who controls such Holder or underwriter within the meaning of
the Act, against any losses, claims, damages, or liabilities, joint or
several, to which they may become subject under the Act or otherwise, insofar
as such losses, claims, damages, or liabilities (or actions in respect
thereof) arise out of or are based on any untrue or alleged untrue statement
of any material fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein or any amendments
or supplements thereto, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be stated
therein, or necessary to make the statements therein not misleading; and will
reimburse each such Holder, such underwriter, or controlling person for any
legal or other expenses reasonably incurred by them in connection with
investigating or defending any such loss, claim, damage, liability, or action;
provided, however, that the indemnity agreement contained in this Section
(l)(7)(A) shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability, or action if such settlement is effected without the
consent of the Company (which consent shall not be unreasonably withheld) nor
shall the Company be liable in any such case for any such loss, claim, damage,
liability, or action to the extent that it arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in connection with such registration statement, preliminary prospectus,
final prospectus, or amendments or supplements thereto, in reliance upon and
in conformity with written information furnished expressly for use in
connection with such registration by any such Holder, underwriter, or
controlling person.
(B) To the extent permitted by law, each Holder
requesting or joining in a registration will indemnify and hold harmless the
Company, each of its directors, each of its officers who have signed the
registration statement, each person, if any, who controls the Company within
the meaning of the Act, and each agent and any underwriter for the Company
(within the meaning of the Act) against any losses, claims, damages, or
liabilities to which the Company or any such director, officer, controlling
person, agent, or underwriter may become subject, under the Act or otherwise,
insofar as such losses, claims, damages, or liabilities (or actions in respect
thereto) arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in such registration statement,
including any preliminary prospectus or final prospectus contained therein or
any amendments or supplements thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, in
each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in such registration statement, preliminary or final prospectus, or amendments
or supplements thereto, in reliance upon and in conformity with written
information furnished by such Holder expressly for use in connection with such
registration; and each such Holder will reimburse any legal or other expenses
reasonably incurred by the Company or any
PAGE 9
such director, officer, controlling person, agent, or underwriter in
connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement
contained in this Section(l)(7)(B) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of such Holder (which consent shall
not be unreasonably withheld).
(C) Promptly after receipt by an indemnified party under
this Section (l)(7) of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against
any indemnifying party under this paragraph, notify the
indemnifying party in writing of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume the defense thereof with
counsel mutually satisfactory to the parties. The failure to notify an
indemnifying party promptly of the commencement of any such action, if
prejudicial to his ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this
paragraph, but the omission to so notify the indemnifying party will not
relieve him of any liability that he may have to any indemnified party
otherwise than under this paragraph.
(8) Termination of the Company's Obligations. The Company
shall have no obligations pursuant to this Section (l) more than three years
after the Expiration Date of this Agreement.
(9) Lockup Agreement. In consideration for the Company
agreeing to its obligations under this Section (l), each Holder agrees in
connection with any registration of the Company's securities that, upon the
request of the Company or the underwriters managing any underwritten offering
of the Company's securities, not to sell, make any short sale of, loan, grant
any option for the purchase of, or otherwise dispose of any Warrant Stock
(other than those included in the registration) without the prior written
consent of the Company or such underwriters, as the case may be, for such
period of time (not to exceed 90 days from the effective date of such
registration) as the Company or the underwriters may specify.
(10) Notice. Any notices or certificates by the Company to
the Holder and by the Holder to the Company shall be deemed delivered if in
writing and delivered personally (including by telex, telecopier, telegram or
other acknowledged receipt) or three business days following deposit in the
United States mails, sent by registered or certified mail, return receipt
requested, addressed as follows:
Holder:
Company: Rentech, Inc.
1331 17th Street, Suite 720
Denver, CO 80202
Any person may change the address for the giving of notice by providing notice
in accordance with these provisions. The change in notice shall be effective
five (5) business days thereafter.
PAGE 10
(m) Amendments and Waivers. Any term, condition or provision of this
Warrant may be amended and the observance thereof may be waived (either
generally or in a particular instance and either retroactively or
prospectively), with the written consent of the Company and the Holders.
(n) Entire Agreement. This Warrant constitutes the entire
agreement among the parties thereto and supersedes any and all prior
agreements whether written or oral regarding the subject matter hereof.
(o) Transfer to Comply with the Securities Act of 1933.
(1) This Warrant or the Warrant Stock or any other security
issued or issuable upon exercise of this Warrant may not be offered or sold
except in conformity with the Securities Act of 1933, as amended, and then
only against receipt of an agreement of such person to whom such offer of sale
is made to comply with the provisions of this Section (o) with respect to any
resale or other disposition of such securities.
(2) Before this Warrant may be sold, transferred, or assigned
to a permitted assignee by the Holder, the Holder must notify the Company in
writing at least 30 days prior to any such transfer. The Company shall the
first right of refusal to repurchase the Warrant for an amount not less than
the amount offered by any third party.
(3) The Company may cause the following legend to be set forth
on each certificate representing Warrant Stock or any other
security issued or issuable upon exercise of this Warrant not theretofore
distributed to the public or sold to underwriters for distribution to the
public pursuant to Section (l) hereof, unless counsel for the Company is of
the opinion as to any such certificate that such legend is
unnecessary:
The securities represented by this certificate may not be offered for
sale, sold or otherwise transferred except pursuant to an effective
registration statement made under the Securities Act of 1933 (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.
(p) Applicable Law. This Warrant shall be governed by, and
construed in accordance with, the laws of the state of Colorado.
RENTECH, INC.
ATTEST:
By:
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Date: