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STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of RENEWABLE ENERGY GROUP, INC

Warrant Agreement

STOCK PURCHASE WARRANT 

To Purchase Shares of 

Common Stock of 

RENEWABLE ENERGY GROUP, INC | Document Parties: REG NEWCO, INC. | RENEWABLE ENERGY GROUP, INC You are currently viewing:
This Warrant Agreement involves

REG NEWCO, INC. | RENEWABLE ENERGY GROUP, INC

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Title: STOCK PURCHASE WARRANT To Purchase Shares of Common Stock of RENEWABLE ENERGY GROUP, INC
Governing Law: Delaware     Date: 8/10/2009

STOCK PURCHASE WARRANT 

To Purchase Shares of 

Common Stock of 

RENEWABLE ENERGY GROUP, INC, Parties: reg newco  inc. , renewable energy group  inc
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Exhibit 4.9

THIS WARRANT, AND ANY SHARES OF COMMON STOCK ACQUIRED UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY OTHER APPLICABLE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE ACT AND ANY OTHER APPLICABLE SECURITIES LAW, OR RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT. NEITHER THIS WARRANT NOR ANY OF SUCH SHARES MAY BE TRANSFERRED EXCEPT UPON THE CONDITIONS SPECIFIED IN THIS WARRANT, AND NO TRANSFER OF THIS WARRANT OR ANY OF SUCH SHARES SHALL BE VALID OR EFFECTIVE UNLESS AND UNTIL SUCH CONDITIONS SHALL HAVE BEEN COMPLIED WITH. TRANSFER OF THIS WARRANT OR ANY OF SUCH SHARES IS FURTHER RESTRICTED AS PROVIDED IN THE STOCKHOLDER AGREEMENT DATED AUGUST 1, 2006, AS AMENDED JULY 18, 2007 (THE “STOCKHOLDER AGREEMENT”), A COPY OF WHICH IS AVAILABLE AT THE COMPANY’S OFFICES.

 

Certificate No.                 

  

Date of Issuance:                    

  

Original Date of Issuance:                    

STOCK PURCHASE WARRANT

To Purchase Shares of

Common Stock of

RENEWABLE ENERGY GROUP, INC.

THIS CERTIFIES THAT, for value received, the receipt and sufficiency of which is hereby acknowledged:

Subject to the conditions set forth herein, Viant Capital LLC, together with any its registered assigns or any transferee of all or any portion of its rights hereunder the holder of any shares of Common Stock issued hereunder (the “Holder” or “Holders”), is entitled to subscribe for and purchase from Renewable Energy Group, Inc., a Delaware corporation (the “Company”), at any time or from time to time after the date hereof and continuing during the Exercise Period (as hereinafter defined),                 fully paid and nonassessable shares of the Company’s Common Stock (as hereinafter defined), par value $.0001 per share at an exercise price of $9.50 per share (the “Exercise Price”), subject to adjustment from time to time pursuant to the provisions of this Warrant (the “Warrant Shares”). This Warrant is subject to the following provisions, terms and conditions:

1. Definitions . For the purpose of the Warrants, the following terms, whether or not capitalized or underlined in the text of this Warrant, shall have the following meanings:

Acquisition ” shall have the meaning specified in paragraph 8 hereof.


Common Stock ” shall mean the common stock, par value $.0001 per share, of the Company.

Company ” shall have the meaning specified in the introduction to this Warrant.

Exercise Agreement ” shall have the meaning specified in paragraph 2(a) hereof.

Exercise Period ” shall have the meaning specified in paragraph 2(b) hereof.

Exercise Price ” shall have the meaning specified in the introduction to this Warrant.

Expiration Date ” means the fifth anniversary of the Original Date of Issuance.

Fair Market Value Price ” shall have the meaning specified in paragraph 2(a) hereof.

Holder ” or “ Holders ” shall have the meaning specified in the introduction to this Warrant.

Preferred Stock ” shall mean any shares of preferred stock issued by the Company on or after the Original Date of Issuance, whether or not convertible into or exchangeable for Common Stock.

“Series A Certificate ” means the Certificate of Designation of Series and Determination of Rights and Preferences of Series A Convertible Preferred Stock of the Company as the terms thereof may be amended from time to time.

“Series A Preferred Stock ” shall mean the shares of preferred stock established by the Company pursuant to the Company’s Certificate of Incorporation and described in the Series A Certificate.

Trading Days ” shall mean any days during the course of which the principal securities exchange on which the Common Stock is listed or admitted to trading is open for the exchange of securities.

Warrant(s) ” shall mean this Warrant of even date herewith, including all amendments to any such Warrants and all warrants issued in exchange, transfer or replacement therefor.

Warrant Shares ” shall have the meaning specified in the introduction to this Warrant.

 

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2. Exercise of Warrant . While this Warrant remains outstanding and exercisable in accordance with subparagraph 2(b) below, the Holder may exercise, in whole or in part, the purchase rights evidenced hereby. Such exercise shall be effected by:

(a) Option of the Company . Upon receipt of a completed Exercise Agreement in the form attached hereto (“Exercise Agreement”) by the Secretary of the Company at its principal offices, the Company shall, at the option of the Company and upon notification to the Holder given within ten (10) days after receipt by the Company of a completed Exercise Agreement from the Holder, proceed with the settlement of the exercise of the Warrant in one of the following manners:

(i) Exchange for Shares . Subject to Section 2(a)(ii) below, upon election of the Holder, the exercise of this Warrant shall be settled by the Company and the Holder in exchange for shares within ten (10) days after notice by the Company to the Holder of the Company’s election of this settlement option by (A) the surrender of the Warrant and the payment to the Company of an amount equal to the aggregate Exercise Price, for the number of Warrant Shares being purchased, in cash (in the form of immediately available funds in U.S. Dollars) or (B) the surrender of the Warrant, together with a completed Exercise Agreement indicating a net exercise; and, in the case of subclause (A) or (B), in full compliance with the other applicable provisions of this Warrant. Upon a “net exercise” of the Warrant, the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula:

 

  

X =

  

(Y) (A-B)

  

  

        A

 

Where:

  

X =

  

the number of shares of Common Stock to be issued to the Holder.

  

Y =

  

the total number of shares of Common Stock issuable upon exercise of this Warrant, or, if only a portion is being exercised, the portion of the Warrant being exercised (expressed as a fraction).

  

A =

  

the Fair Market Value Price of one share of Common Stock.

  

B =

  

Exercise Price.

(ii) Redeem for Cash . Notwithstanding anything to the contrary contained herein, in the event of an actual or deemed exercise of this Warrant the Company may elect to redeem the rights represented by this Warrant for cash by the Company paying an amount equal to the difference between the Exercise Price and the Fair Market Value Price (as hereinafter defined) for the Common Stock within ten (10) days after the determination of the Fair Market Value Price.

In the event the Company does not elect either settlement option in subparagraphs 2(a)(i) or (ii) within ten (10) days after receipt by the Company of a completed Exercise Agreement from the Holder, the Company shall be deemed to have selected the settlement option selected by the Holder in subparagraph 2(a)(i). For purposes of this Warrant, the “Fair Market Value Price” of a share of the Common Stock shall be determined by (i) an independent appraiser selected by the Company or (ii) other method of valuation agreed upon by the Holder and the Company. The determination of such independent appraiser shall be conclusive and binding on the Holder and the Company, and the Company shall pay all costs incurred in connection with such independent appraiser. Notwithstanding the foregoing, in the event the Warrant is exercised in connection

 

3


with the Company’s IPO (as defined below), the fair market value per share shall be the per share offering price to the public of the Common Stock in such offering.

(b) Exercise Period . This Warrant is exercisable at any time or from time to time during the period from the date hereof until the earlier of (i) the Expiration Date, (ii) immediately prior to the closing of the sale and issuance of shares of Common Stock of the Company in a firmly underwritten public offering, pursuant to an effective registration statement under the Act (an “IPO”), or (iii) immediately prior to the closing of an Acquisition, in the case of subclause (ii) or (iii) in accordance with the provisions of Section 8 hereof (the “Exercise Period”).

(c) Issuance of Certificates . Certificates for the Warrant Shares, representing the aggregate number of shares specified in said Exercise Agreement, shall be delivered to the Holder within a reasonable time, not exceeding five (5) business days, after the rights represented by this Warrant shall have been so exercised. The stock certificate or certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of said Holder or such other name as shall be designated by said Holder (subject to the transfer restrictions applicable to this Warrant and to shares purchased upon exercise of this Warrant). If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of said stock certificates(s), deliver to said holder a new Warrant representing the right to purchase the number of shares of Common Stock with respect to which this Warrant shall not then have been exercised. The Company shall pay all expenses and charges payable in connection with the preparation, execution and delivery of stock certificates (and any new Warrants) pursuant to this paragraph 2 except that, in case such stock certificates shall be registered in a name or names other than the Holder of this Warrant or such Holder’s nominee, funds sufficient to pay all stock transfer taxes which shall be payable in connection with the execution and delivery of such stock certificates shall be paid by the Holder to the Company at the time of delivery of such stock certificates by the Company as mentioned above.

(d) No Fractional Shares . This Warrant shall be exercisable only for a whole number of Warrant Shares. No fractions of shares of Common Stock, or scrip for any such fractions of shares, shall be issued upon the exercise of this Warrant. The Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to the Fair Market Value Price of one share of Common Stock at the time of such exercise multiplied by such fraction computed to the nearest whole cent.

(e) Stockholder Agreement . Upon exercise of this Warrant the Holder agrees to be bound by and to execute the Stockholder Agreement.

3. Shares to be Fully Paid; Reservations of Shares . The Company covenants and agrees that all Warrant Shares will be duly authorized and validly issued and upon issuance in accordance with the terms and conditions hereof, will be fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof. Without limiting the generality of the foregoing, the Company covenants and agrees that it will from time to time take all such action as may be required to assure that the par value per Warrant Share is at all times equal to or less than the Exercise Price then in effect. The Company further covenants and agrees that

 

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during the period within which the rights represented by this Warrant may be exercised, the Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the exercise of the rights represented by this Warrant and any other Warrants, such number of its shares of Common Stock as shall from time to time be sufficient to effect the exercise of all then outstanding Warrants; and if at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the exercise of all then outstanding Warrants, in addition to such other remedies as shall be available to the Holder, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Certificate of Incorporation.

4. Anti-Dilution Provisions . The number, rights and privileges of the shares of Common Stock issuable upon exercise of this Warrant shall be subject to the following adjustments:

(a) Subdivisions, Combinations and Stock Dividends . If the Company shall


 
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