Rentech, Inc. Common Stock and Warrants to Purchase Common Stock PLACEMENT AGENT AGREEMENT dated April 19, 2007 Credit Suisse Securities (USA) LLCPlacement Agent Agreement • April 20th, 2007 • Rentech Inc /Co/ • Paints, varnishes, lacquers, enamels & allied prods • New York
Introductory. Rentech, Inc., a Colorado corporation (the “Company”), proposes, pursuant to the terms of this Placement Agent Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) entered into with the purchasers identified therein (each a “Purchaser” and collectively, the “Purchasers”), to sell to the Purchasers an aggregate of 20,092,160 units (the “Units”), each comprised of one share (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”) of the Company (including any associated right to purchase shares of Series 1998-C Participating Cumulative Preference Stock, $10 par value , under the Shareholder Rights Plan, dated as of January 18, 2005, as amended (each a “Right” and collectively, the “Rights”), if any, and warrants (the “Warrants”), initially to purchase 0.20 additional shares, subject to adjustment (the “Warrant Shares,” and together with the Shares, the “Total Shares”), of
Form of Subscription Agreement SUBSCRIPTION AGREEMENTSubscription Agreement • April 20th, 2007 • Rentech Inc /Co/ • Paints, varnishes, lacquers, enamels & allied prods • New York
