0001193125-04-208655 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 7th, 2004 • Rentech Inc /Co/ • Paints, varnishes, lacquers, enamels & allied prods • Colorado

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between Investor and the Company (the “Securities Purchase Agreement”), and pursuant to the Note and the Warrants referred to therein.

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EX-10.1 PROMISSORY NOTE to Geduld Revocable Trust
Rentech Inc /Co/ • December 7th, 2004 • Paints, varnishes, lacquers, enamels & allied prods • Colorado

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. EXCEPT AS CONTEMPLATED BY THE SECURITIES PURCHASE AGREEMENT BETWEEN RENTECH, INC. AND THE ORIGINAL HOLDER OF THIS NOTE, THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO RENTECH, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 7th, 2004 • Rentech Inc /Co/ • Paints, varnishes, lacquers, enamels & allied prods • Colorado

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between Investor and the Company (the “Securities Purchase Agreement”), and pursuant to the Note and the Warrants referred to therein.

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