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 AACT@), 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 (AHolder@), is entitled to purchase, subject to the
provisions of this Warrant, from RENTECH, INC., a Colorado corporation
(ACompany@), at any time not later than 3:30 P.M., Denver time, on
_______________, 20___, (the AExpiration Date@) ___________________
shares of common stock, having $.01 par value per share, of the Company
(ACommon 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 AWarrant 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 AExercise 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
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
the Holder hereof. The term AWarrant@ 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
ACommon 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
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
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
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 (ASEC@) 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 Ashelf 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.
(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 AInitial 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
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 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.
(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
AAct@), 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: