EXCEPT AS PROVIDED IN THE REGISTRATION STATEMENT OF THE COMPANY ON FORM S-4 EFFECTIVE JANUARY 19, 2010, 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.
To Purchase Shares of
Common Stock of
RENEWABLE ENERGY GROUP, INC.
February 26, 2010
THIS CERTIFIES THAT, for good and valuable consideration, the
receipt of which is hereby acknowledged, or his lawful assignee (the Holder) is entitled to subscribe for and purchase from Renewable Energy Group, Inc., a
Delaware corporation (the Company), shares of the common stock of the Company pursuant to the terms and subject to the conditions hereof. The shares of
common stock that may be acquired upon exercise of this Warrant are referred to herein as the Warrant Shares. 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 Shares issued upon exercise, whether in whole or in part, of the Warrant. This Warrant is being issued in substitution for that warrant previously issued to the
Holder by Blackhawk Biofuels, LLC (the Blackhawk Warrant).
This Warrant is subject to the following provisions,
terms and conditions:
1. Exercise and Term.
(a) The right to purchase the Warrant Shares at the Warrant Exercise Price shall be exercisable at any time from and after
the date hereof until June 8, 2011 (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 share), by written notice of the Holders irrevocable election to
exercise the purchase right represented by such Warrant (in the form attached hereto) delivered to the Company at its principal offices prior to the expiration of this Warrant along with or preceded by (i) a certified or bank cashiers
check in payment of the Warrant Exercise Price for such shares, and (ii) the surrender of this Warrant.
Exercise Price. The Warrant Shares shall be exercisable at a price of $ per share (the Warrant Exercise Price).
3. Issuance of Securities. The Company agrees that the Warrant Shares 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 Shares 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 Shares, 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 the Blackhawk Warrant was issued, the Holder was 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 the Holder.
5. Covenants of Company. The Company agrees that all Warrant Shares 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 nonassessable. 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 Shares, 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 shares of common stock, 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 Share 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 Companys shares of common stock shall be entitled to
receive securities or assets with respect to or in exchange for their shares of common stock (an Exchange Event), then, from and after such Exchange Event, the Warrant will be exercisable, upon the terms and conditions specified in this
Warrant, for an amount of such securities or assets to which a holder of the number of shares of common stock purchasable upon exercise of the Warrant at the time of such Exchange Event would have been entitled to receive upon such Exchange Event.
Appropriate provisions will be made with respect to the rights and interests of the Holder to ensure that the provisions of this Warrant (including without limitation the provisions to adjust the Warrant Exercise Price and the number of shares of
common stock purchasable upon the exercise of this Warrant) will be applicable, as nearly as may be, in relation to any such securities or assets deliverable upon the exercise of this Warrant after an Exchange Event. The Company will not effect any
Exchange Event unless, prior to the consummation thereof, the successor or purchasing corporation (if other than the Company) with respect to such Exchange Event, assumes by written instrument executed and delivered to the Holder at the address of
such Holder as shown on the books of the Company, the obligation to deliver to such Holder such securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase.
(c) Upon any adjustment of the Warrant Exercise Price in accordance with
this Section 6, then and in each such case, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the registered Holder of this Warrant at the address of such Holder as shown on the books of the
Company, which notice shall state the Warrant Exercise Price resulting from such adjustment and the increase or decrease, if any, in the number of shares of common stock purchasable at such price upon the exercise of this Warrant, setting forth in
reasonable detail the method of calculation and the facts upon which such calculation is based.
7. No Voting Rights.
This Warrant shall not entitle the holder hereof to any voting rights or other rights as a shareholder of the Company.
Transfer of Warrant or Resale. The Holder acknowledges that it has obtained this Warrant for investment and not with the intention of making any resale or distribution. Except as provided in the Registration Statement of the Company on Form
S-4 effective January 19, 2010, the Holder further acknowledges (a) that neither this Warrant nor any of the securities obtainable under it have been registered under the Securities Act of 1933, as amended, or any state securities statutes
and (b) that neither this Warrant nor any securities obtained under it may be transferred without such registration or an opinion of legal counsel acceptable to the Company that such transfer may be made without registration.
9. Successors and Assigns. This Warrant shall inure to the benefit of and be binding upon the successors and permitted assigns of
the parties hereto. The Holder of this Warrant may assign any of its rights under this Warrant to his or her heirs to the extent permitted by this Warrant and applicable law (including, without limitation, federal and state securities laws and
10. Governing Law. This Warrant shall be governed by and construed in accordance with the laws of the
State of Delaware, without regard to the principles of conflicts of law thereof.
IN WITNESS WHEREOF, Renewable Energy
Group, Inc. has caused this Warrant to be signed by its duly authorized officer.
|RENEWABLE ENERGY GROUP, INC.|
(To be signed only upon exercise of Warrant)
The undersigned, the Holder of a Warrant to purchase shares of common stock of Renewable Energy Group, Inc., hereby irrevocably elects to exercise the purchase right represented by such Warrant for, and
to purchase thereunder, of the shares of common stock to which such Warrant relates and herewith makes payment of
$ therefor in cash or by check and requests that the certificates for such shares of common stock be issued in the name of, and be delivered to
, whose address is set forth below the signature of the undersigned. This Warrant Exercise form is accompanied by the original Warrant, which is hereby surrendered to the
extent necessary to effect the exercise.