This subscription
agreement (this “ Subscription Agreement ”) is
dated September 23, 2009, by and between the investor
identified on the signature page hereto (“ Investor
”), and Rentech, Inc., a Colorado corporation (the “
Company ”), whereby the parties agree as
follows:
|
|
a)
|
|
Investor agrees to buy and the
Company agrees to sell and issue to Investor such number of shares
of the Company’s common stock, $0.01 par value per share (the
“ Common Stock ”), set forth on the signature
page hereto for the aggregate purchase price set forth on the
signature page hereto (the “ Purchase Price ”).
The shares of Common Stock to be issued to Investor are hereinafter
referred to as the “ Shares ”.
|
|
|
|
|
|
|
|
b)
|
|
The
Shares have been registered on a Form S-3, File
No. 333-158256, which registration statement (the “
Registration Statement ”) has been declared effective
by the Securities and Exchange Commission, has remained effective
since such date and is effective on the date hereof. The Shares are
being issued in connection with an offering (the “
Offering ”) described in a Prospectus Supplement dated
September 23, 2009, which has been delivered to the Investor
along with the base Prospectus dated May 20, 2009
(collectively, the “ Prospectus ”).
|
|
|
|
|
|
|
|
c)
|
|
On
September 28, 2009 (the “ Closing Date ”),
in accordance with Rule 15c6-1 promulgated under the Securities
Exchange Act of 1934, as amended, and subject to the satisfaction
or waiver of all of the closing conditions set forth in the
Placement Agency Agreement (the “ Placement Agreement
”), dated September 23, 2009, by and among the Company,
Sellers and the placement agent named therein (the “
Placement Agent ”), the Placement Agent will disburse,
or cause to be disbursed, to the Company an amount equal to the
product of (x) the aggregate number of Shares the Investor has
agreed to purchase and (y) the Purchase Price for such Shares,
less its commissions and reimbursable expenses. Upon receipt of
such disbursement by the Company and the Placement Agent, the
Company shall immediately cause the Shares to be delivered directly
to Investor. The transfer of the Shares shall be made through the
facilities of The Depository Trust Company’s DWAC system in
accordance with the instructions set forth on the signature page
attached hereto under the heading “DWAC
Instructions.”
|
2. Company
Representations and Warranties . The Placement Agreement
contains representations, warranties, covenants and agreements of
the Company that may be relied upon by the Investor, which shall be
a third party beneficiary thereof. The Company confirms that
neither it nor any other person acting on its behalf has provided
the Investor or their agents or counsel with any information that
constitutes or could reasonably be expected to constitute material,
nonpublic information, except as will be disclosed in the
Prospectus and the Company’s press release in connection with
the Offering. The Company understands and confirms that the
Investor will rely on the foregoing in effecting transactions in
securities of the
Company. In
addition to and without limiting the foregoing, the Company
represents and warrants that: (a) it has full right, power and
authority to enter into this Subscription Agreement and to perform
all of its obligations hereunder; (b) this Subscription
Agreement has been duly authorized and executed by and constitutes
a valid and binding agreement of the Company enforceable in
accordance with its terms, except as such enforceability may be
limited by bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting the rights and remedies of creditors
generally; (c) the execution and delivery of this Subscription
Agreement and the consummation of the transactions contemplated
hereby do not conflict with or result in a breach of (i) the
Company’s articles of incorporation or by-laws, or
(ii) any material agreement or any law or regulation to which
the Company is a party or by which any of its property or assets is
bound; (d) the Shares have been duly authorized for sale and
issuance, and when issued and delivered, will be validly issued,
fully paid and nonassessable; (e) the Registration Statement
and any post-effective amendment thereto filed pursuant to the
Securities Act of 1933, as amended (the “ Securities
Act ”), at the time it became effective, did not contain
any untrue statement of a material fact or omit to state a material
fact required to be stated therein or necessary to make the
statements therein not misleading; (f) the Prospectus did not
contain as of its respective date, and as of the date hereof does
not contain, any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made,
not misleading; and (g) all preemptive rights or rights of
first refusal held by stockholders of the Company and applicable to
the transactions contemplated hereby, if any, have been duly
satisfied or waived in accordance with the terms of the agreements
between the Company and such stockholders conferring such
rights.
3. Investor
Representations, Warra
|
