EXHIBIT 4.14
THIS WARRANT AND THE SECURITIES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE
SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
(1) REGISTRATION IN COMPLIANCE WITH SUCH ACT AND SUCH STATE
LAWS OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT
REQUIRED.
WARRANT
To Purchase Class A
Units
BLACKHAWK BIOFUELS,
LLC
May 2, 2008
THIS CERTIFIES THAT
, for good and valuable
consideration, the receipt of which is hereby acknowledged,
Ebenezer Mgmt, LLC or its lawful assignee (the
“Holder”) is entitled to subscribe for and purchase
from Blackhawk Biofuels, LLC, an Illinois limited liability company
(the “Company”), 100,000 of the Class A Units of
the Company pursuant to the terms and subject to the conditions
hereof. The Class A Units that may be acquired upon
exercise of this Warrant are referred to herein as the
“Warrant Units.” As used herein, the term
“Holder” means the Holder, any party who acquires all
or part of this Warrant as a registered transferee of the Holder,
or any record holder or holders of the Warrant Units issued upon
exercise, whether in whole or in part, of the Warrant.
This Warrant is subject to the
following provisions, terms and conditions:
1. Exercise and Term
.
(a) The right to purchase the
Warrant Units at the Warrant Exercise Price shall be exercisable at
any time from and after the date on which the 45 million
gallon per year biodiesel production plant that the Company
proposes to construct (the “Plant”) commences
operations at its nameplate capacity, as certified by the
design-build firm that the Company engages to construct the Plant,
and continue for a period of seven (7) years following such
date (the “Exercise Period”), after which date all such
rights shall terminate.
(b) The rights represented by this
Warrant may be exercised by the Holder hereof, in whole or in part
(but not as to a fractional units), by written notice of the
Holder’s irrevocable election to exercise the purchase right
represented by such Warrant (in the form attached hereto) delivered
to the Company ten (10) days prior to the intended date of
exercise at its principal offices prior to the expiration of this
Warrant along with or preceded by (i) a certified or bank
cashier’s check in payment of the Warrant Exercise Price for
such Units, and (ii) the surrender of this Warrant.
2. Warrant Exercise Price
. The Warrant Units shall be exercisable at a price of Two
Dollars and no cents ($2.00) per unit (the “Warrant Exercise
Price”).
3. Issuance of Securities
. The Company agrees that the Warrant Units purchased hereby
shall be and are deemed to be issued to the record holder hereof as
of the close of business on the date on which this Warrant shall
have been surrendered and the payment made for such Warrant Units
as aforesaid. Within a reasonable time, not exceeding ten
(10) days after the rights represented by this Warrant shall
have been so exercised, and, unless this Warrant has expired, a new
Warrant representing the number of Warrant Units, if any, with
respect to which this Warrant shall not then have been exercised
shall also be delivered to the holder hereof.
4. Status as Accredited
Investor . The Holder represents and warrants to the
Company that as of the date of this Warrant, Holder is an
“accredited investor” as that term is defined under
Rule 501 of Regulation D of the Securities Act of 1933, as
amended, and Holder understands that the Company is relying upon
this representation in connection with the issuance of this Warrant
to Holder.
5. Covenants of Company
. The Company agrees that all Warrant Units which may be
issued upon the exercise of the rights represented by this Warrant
will, upon issuance, be duly authorized and issued, fully paid and
non-assessable. The Company further agrees that during the
period within which the rights represented by this Warrant may be
exercised, in the event this Warrant is exercised, the Company will
have authorized, and reserved for the purpose of issue or transfer
upon exercise of the subscription rights evidenced by this Warrant,
a sufficient number of such Warrant Units, to provide for the
exercise of the rights represented by this Warrant.
6. Anti-dilution Adjustments
. The above provisions are, however, subject to the
following:
(a) In case the Company shall at any
time hereafter subdivide or combine its outstanding Class A
Units, the Warrant Exercise Price, in effect immediately prior to
the subdivision or combination shall forthwith be proportionately
increased, in the case of combination, or decreased, in the case of
subdivision, and each Warrant Unit purchasable upon exercise of the
Warrant shall be changed to the number determined by dividing the
then current Warrant Exercise Price by the exercise price as
adjusted after the subdivision or combination.
(b) If any merger, capital
reorganization or reclassification of the outstanding capital stock
of the Company, or consolidation or merger of the Company with
another entity, or the sale of all or substantially all of its
assets to another entity shall be effected in such a way that
holders of the Company’s Class A Units shall be entitled
to receive securities or assets with respect to or in exchange for
their Class A Units (an
