Exhibit 10.2
Form of Subscription
Agreement
SUBSCRIPTION
AGREEMENT
April 19, 2007
Ladies and Gentlemen:
The undersigned (the
“Purchaser”) hereby confirms its agreement with you as
follows:
1.
This Subscription Agreement (this “Agreement”) is made
as of the date set forth below between Rentech, Inc., a Colorado
corporation (the “Company”), and the
Purchaser.
2.
The Company has authorized the sale and issuance to certain
purchasers 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, and warrants (the “Warrants”) to purchase 0.20
shares of Common Stock (and the fractional amount being the
“Warrant Ratio”)(the “Warrant Shares,” and
together with the Shares, the “Total Shares”), for a
purchase price of $2.73 per Unit (the “Purchase
Price”). The Shares and Warrants are referred to
collectively as the “Securities.” The Units will not be
represented by a certificate or document, and the Shares and
Warrants constituting the Units shall be immediately
separable.
3.
The offering and sale of the Securities (the
“Offering”) is being made pursuant to (1) effective
Registration Statements on Form S-3 (Registration No. 333-132594
and 333-125162) filed by the Company with the Securities and
Exchange Commission (the “Commission”) (the
“Registration Statement”), which contains the base
prospectuses dated March 30, 2006 and August 5, 2005, respectively
(collectively, the “Base Prospectus”), (2) if
applicable, certain “free writing prospectus” (as that
term is defined in Rule 405 under the Securities Act of 1933, as
amended), that have or will be filed with the Commission and
delivered to the Purchaser on or prior to the date hereof,
(3) a preliminary prospectus supplement to the Base Prospectus
dated April 19, 2007 (together with the Base Prospectus, the
“Statutory Prospectus”), and (4) a final
prospectus supplement (the “Prospectus Supplement” and
together with the Base Prospectus, the “Prospectus”)
containing certain supplemental information regarding the
Securities and terms of the Offering that will be filed with the
Commission and delivered to the Purchaser (or made available to the
Purchaser by the filing by the Company of an electronic version
thereof with the Commission) along with the Company’s
counterpart to this Agreement.
4.
The Company and the Purchaser agree that the Purchaser will
purchase from the Company and the Company will issue and sell to
the Purchaser the Securities set forth below for the aggregate
purchase price set forth below. The Securities shall be
purchased pursuant to the Terms and Conditions for Purchase of
Securities attached hereto as Annex I and incorporated herein by
this reference as if fully set forth herein. The Purchaser
acknowledges that the Offering is not being underwritten by the
placement agent (the “Placement Agent”) named in the
Prospectus Supplement and that there is no minimum offering
amount.
5.
(a) The manner of settlement of the Securities purchased by
the Purchaser shall be determined by such Purchaser as
follows:
Delivery by electronic book-entry at
The Depository Trust Company (“DTC”), registered in the
Purchaser’s name and address as set forth below, and released
by Computershare Trust Company Inc., the Company’s transfer
agent (the “Transfer Agent”), to the Purchaser at the
Closing. NO LATER THAN ONE (1) BUSINESS DAY AFTER THE
EXECUTION OF THIS AGREEMENT BY THE PURCHASER AND THE COMPANY, THE
PURCHASER SHALL:
(I)
DIRECT THE BROKER-DEALER AT WHICH
THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE UNITS ARE
MAINTAINED TO SET UP A DEPOSIT/WITHDRAWAL AT CUSTODIAN
(“DWAC”) INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH
ACCOUNT OR ACCOUNTS WITH THE UNITS, AND
(II)
REMIT BY WIRE TRANSFER THE AMOUNT OF
FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE UNITS BEING
PURCHASED BY THE PURCHASER TO THE FOLLOWING ACCOUNT:
JPMorgan Chase Bank, N.A.
ABA 021000021
Account No. 304-889-474, Rentech, Inc./Credit Suisse Escrow
A/C
Attention: Florence Hanley
Phone: 212.623.6811
IT IS THE PURCHASER’S
RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER OR CONFIRM
THE PROPER ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR
SETTLEMENT BY WAY OF DWAC IN A TIMELY MANNER. IF THE PURCHASER DOES
NOT DELIVER THE AGGREGATE PURCHASE PRICE FOR THE UNITS OR DOES NOT
MAKE PROPER ARRANGEMENTS FOR SETTLEMENT IN A TIMELY MANNER, THE
UNITS MAY NOT BE DELIVERED AT CLOSING TO THE PURCHASER OR THE
PURCHASER MAY BE EXCLUDED FROM THE CLOSING ALTOGETHER.
(b)
6. The executed Warrant shall be delivered
in accordance with the terms set forth in Annex I
hereto.
6.
The Purchaser represents that, except as set forth below, (a) it
has had no position, office or other material relationship within
the past three years with the Company or persons known to it to be
affiliates of the Company, (b) it is not a NASD member or an
Associated Person (as such term is defined under the NASD
Membership and Registration Rules Section 1011) as of the Closing,
and (c) neither the Purchaser nor any group of Purchasers (as
identified in a public filing made with the Commission) of which
the Purchaser is a part in connection with the Offering of the
Securities, acquired, or obtained the right to acquire, 15% or more
of the Common Stock (or securities convertible into or exercisable
for Common Stock) or the voting power of the Company on a
post-transaction basis. Exceptions:
(If no exceptions, write
“none.” If left blank, response will be deemed to be
“none.”)
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7.
The Purchaser represents that it has received the Statutory
Prospectus, the documents incorporated by reference therein, and
any free writing prospectus (collectively, the “General
Disclosure Package”), prior to or in connection with the
receipt of this Agreement along with the Company’s
counterpart to this Agreement.
8.
No offer by the Purchaser to buy Securities will be accepted and no
part of the Purchase Price will be delivered to the Company until
the Company has accepted such offer by countersigning a copy of
this Agreement, and any such offer may be withdrawn or revoked,
without obligation or commitment of any kind, at any time prior to
the Company (or the Placement Agent on behalf of the Company)
sending (orally, in writing, or by electronic mail) notice of its
acceptance of such offer. An indication of interest will
involve no obligation or commitment of any kind until this
Agreement is accepted and countersigned by or on behalf of the
Company.
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Number of Units:
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Purchase Price Per Unit:
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$
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Aggregate Purchase Price:
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$
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Please confirm that the foregoing
correctly sets forth the agreement between us by signing in the
space provided below for that purpose.
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Dated as of:
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, 2007
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PURCHASER
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By:
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Print
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Name:
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Title:
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Address:
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Agreed and Accepted
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this day
of ,
2007:
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RENTECH, INC.
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By:
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Title:
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