exv10w1






Exhibit 10.1




PLACEMENT AGENCY AGREEMENT




August 20, 2009




Roth Capital Partners, LLC

24 Corporate Plaza

Newport Beach, CA 92660




Ladies and Gentlemen:




     Rentech, Inc., a Colorado corporation (the “Company”), proposes, subject to the terms
and conditions stated herein, to issue and sell up to 8,571,428 shares (the “Shares”) of
the Company’s common stock, par value $0.01 per share (the “Common Stock”) directly to
various investors (the “Investors”) in a transaction in which Roth Capital Partners, LLC
(“Roth”) will act as placement agent.



     The Company and Roth hereby confirm their agreement as follows:



     1. Agreement to Act as Placement Agent. On the basis of the representations, warranties and
agreements of the Company herein contained, and subject to all the terms and conditions of this
Agreement, Roth shall serve as the exclusive placement agent in connection with the issuance and
sale by the Company of the Shares from the Registration Statement (as defined in Section 2 below),
with the terms of such offering (the “Offering”) to be subject to market conditions and
negotiations between the Company, Roth and the Investors. Roth shall act on a best efforts basis
and does not guarantee that it will be able to sell the Shares in the prospective Offering. As
compensation for services rendered, on the Closing Date (as defined below), the Company shall pay
to Roth an aggregate amount equal to 4% of the gross proceeds received by the Company from the sale
of such Shares. The purchase price to the Investors for each Share is US$1.75 (the “Offering
Price”). The term of Roth’s exclusive engagement will be five (5) days from the date hereof
(the “Exclusive Term”). Roth will be entitled to collect all fees earned through
termination.



     2. Registration Statement and Final Prospectus. The Company has prepared and filed with the
Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3
(File No. 333-158256) under the Securities Act of 1933, as amended (the “Securities Act”),
and the rules and regulations (the “Rules and Regulations”) of the Commission thereunder,
and such amendments to such registration statement (including any post-effective amendments) as may
have been required to the date of this Agreement. Such registration statement, as amended
(including any post-effective amendments), has been declared effective by the Commission. Such
registration statement, as amended (including any post-effective amendments), the exhibits and any
schedules thereto and the documents and information otherwise deemed to be a part thereof or
included therein by the Securities Act or otherwise pursuant to the Rules and Regulations, is
herein called the “Registration Statement.” If the Company has filed or files an
abbreviated registration statement pursuant to Rule 462(b) under the Securities Act (the “Rule
462 Registration Statement”), then any reference herein to the term Registration Statement
shall include such Rule 462 Registration Statement. The Company will file with the Commission
pursuant to Rule 424 under the Securities Act a prospectus supplement



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relating to the Shares to the form of prospectus included in the Registration Statement. Such
prospectus in the form in which it appears in the Registration Statement is hereinafter called the
“Base Prospectus,” and the final prospectus supplement as filed, along with the Base
Prospectus, is hereinafter called the “Final Prospectus.”



     For purposes of this Agreement, all references to the Registration Statement, the Rule 462
Registration Statement, the Base Prospectus, the Final Prospectus, or any amendment or supplement
to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to
its Interactive Data Electronic Applications system. All references in this Agreement to
amendments or supplements to the Registration Statement, the Rule 462 Registration Statement, the
Base Prospectus, or the Final Prospectus shall be deemed to mean and include the subsequent filing
of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
that is deemed to be incorporated therein by reference or otherwise deemed by the Rules and
Regulations to be a part thereof.



     3. Representations and Warranties Regarding the Offering.



          (a) The Company represents and warrants to, and agrees with, Roth, as of the date hereof and
as of the Closing Date, except as otherwise indicated, as follows:





          (i) At the time of effectiveness, at the date hereof and at the Closing Date, the
Registration Statement complied or will comply in all material respects with the
requirements of the Securities Act and the Rules and Regulations and did not and will 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. The Time of
Sale Disclosure Package (as defined below) as of the date hereof and at the Closing Date,
and the Final Prospectus, as amended or supplemented, at the time of filing pursuant to Rule
424(b) under the Securities Act and at the Closing Date, did not and will 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, in the light of the circumstances under
which they were made, not misleading. The representations and warranties set forth in the
two immediately preceding sentences shall not apply to statements in or omissions from the
Registration Statement or any post-effective amendment thereto or the Final Prospectus in
reliance upon, and in conformity with, written information furnished to the Company by Roth
specifically for use in the preparation thereof. The Registration Statement contains all
exhibits and schedules required to be filed by the Securities Act or the Rules and
Regulations. No order preventing or suspending the effectiveness or use of the Registration
Statement or the Final Prospectus is in effect and no proceedings for such purpose have been
instituted or are pending, or, to the knowledge of the Company, are threatened in writing by
the Commission.




          (ii) The documents incorporated by reference in the Registration Statement, the Time of
Sale Disclosure Package and the Final Prospectus, when they became effective or were filed
with the Commission, as the case may be, conformed in all material respects to the
requirements of the Securities Act or the Exchange Act, as applicable, were filed on a
timely basis with the Commission and none of such



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documents, when they were filed (or, if amendments to such documents were filed, when
such amendments were filed), contained an untrue statement of a material fact or omitted to
state a material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. Any further documents so filed
and incorporated by reference in the Registration Statement, the Time of Sale Disclosure
Package or the Final Prospectus, when such documents are filed with the Commission, will
conform in all material respects to the requirements of the Exchange Act, and will not
contain an untrue statement of a material fact or omit to state a material fact necessary to
make the statements therein, in the light of the circumstances under which they were made,
not misleading. As used in this paragraph and elsewhere in this Agreement, “Time of
Sale Disclosure Package” means the Final Prospectus, any subscription agreement between
the Company and the Investors, and any issuer free writing prospectus as defined in Rule 433
of the Act (each, an “Issuer Free Writing Prospectus”), if any, identified in
Schedule I hereto, that the parties hereto shall hereafter expressly agree in writing to
treat as part of the Disclosure Package.




          (iii) The financial statements of the Company, together with the related notes,
included or incorporated by reference in the Registration Statement, the Time of Sale
Disclosure Package and the Final Prospectus comply in all material respects with the
requirements of the Securities Act and the Exchange Act and fairly present in all material
respects the financial condition of the Company as of the dates indicated and the results of
operations and changes in cash flows for the periods therein specified in conformity with
generally accepted accounting principles consistently applied throughout the periods
involved; and the supporting schedules included in the Registration Statement present fairly
in all material respects the information required to be stated therein. No other financial
statements or schedules are required to be included in the Registration Statement, the Time
of Sale Disclosure Package or the Final Prospectus. To the Company’s knowledge, Ehrhardt
Keefe Steiner & Hottman P.C. and PricewaterhouseCoopers LLP are independent public
accounting firms with respect to the Company within the meaning of the Securities Act and
the Rules and Regulations.




          (iv) The Company had a reasonable basis for, and made in good faith, each
“forward-looking statement” (within the meaning of Section 27A of the Act or Section 21E of
the Exchange Act) contained or incorporated by reference in the Registration Statement, the
Time of Sale Disclosure Package or the Final Prospectus.




          (v) All statistical or market-related data included or incorporated by reference in the
Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus are
based on or derived from sources that the Company reasonably believes to be reliable and
accurate, and the Company has obtained the written consent to the use of such data from such
sources, to the extent required.




          (vi) To the knowledge of the Company, there is no action pending to delist the Common
Shares from NYSE Amex LLC (“NYSE Amex”), nor has the Company received any written
notification that NYSE Amex is currently contemplating terminating such listing. When
issued, the Shares will be listed on NYSE Amex.



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          (vii) The Shares have been or will be qualified for sale under the securities laws of
such United States jurisdictions as Roth reasonably determines, or are or will be exempt
from the qualification requirements of such jurisdictions; provided that the Company shall
not be required to (A) qualify as a foreign corporation or other entity or as a dealer in
securities in any such jurisdiction where it would not otherwise be required to so qualify,
(B) file any general consent to service of process in any such jurisdiction, or (C) subject
itself to taxation in any such jurisdiction if it is not otherwise so subject.




          (viii) The Company has not taken, directly or indirectly, any action that is designed
to or that has constituted or that would reasonably be expected to cause or result in the
stabilization or manipulation of the price of any security of the Company to facilitate the
sale of the Shares.




          (ix) The Company is not an “ineligible issuer,” as defined in Rule 405 of the
Securities Act. Subject to Section 6(d) below, the Company represents and warrants that it
has not prepared or had prepared on its behalf or used or referred to any Issuer Free
Writing Prospectus in connection with the Offering. Subject to Section 6(d) below, the
Company has not distributed and the Company will not distribute, prior to the completion of
the distribution of the Shares, any offering material in connection with the Offering other
than subscription agreements between the Company and the Investors and the Base Prospectus,
the Final Prospectus, the Registration Statement, and copies of the documents, if any,
incorporated by reference therein.




          (x) The Company is not and, after giving effect to the offering and sale of the Shares,
will not be required to register as an “investment company,” as such term is defined in the
Investment Company Act of 1940, as amended.



          (b) Any certificate signed by any officer of the Company and delivered to Roth or to Roth’s
counsel in connection with this Offering shall be deemed a representation and warranty by the
Company to Roth as to the matters covered thereby.




     4. Representations and Warranties Regarding the Company.



          (a) The Company represents and warrants to and agrees with, Roth, except as set forth in the
Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, as follows:





          (i) The Company and each of its subsidiaries has been duly organized and is validly
existing as a corporation in good standing under the laws of its jurisdiction of
incorporation. The Company and each of its subsidiaries has the corporate power and
authority to own its properties and conduct its business as currently being carried on and
as described in the Registration Statement, the Time of Sale Disclosure Package and the
Final Prospectus, and is duly qualified to do business as a foreign corporation in good
standing in each jurisdiction in which it owns or leases real property or in which the
conduct of its business makes such qualification necessary and in which the failure to so
qualify would have or is reasonably likely to result in a material adverse effect upon the



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business, properties, operations, condition (financial or otherwise) or results of
operations of the Company and its subsidiaries, taken as a whole, or in its ability to
perform its obligations under this Agreement (“Material Adverse Effect”).




          (ii) The Company has the corporate power and authority to enter into this Agreement.
This Agreement has been duly authorized, executed and delivered by the Company, and
constitutes a valid, legal and binding obligation of the Company, enforceable in accordance
with its terms, except as rights to indemnity hereunder may be limited by federal or state
laws and except as such enforceability may be limited by bankruptcy, insolvency,
reorganization or similar laws affecting the rights of creditors generally and subject to
general principles of equity.




          (iii) The execution, delivery and performance of this Agreement and the consummation of
the transactions herein contemplated will not (A) result in a breach or violation of any of
the terms and provisions of, or constitute a default under, any law, rule or regulation to
which the Company or any subsidiary is subject, or by which any property or asset of the
Company or any subsidiary is bound or affected, (B) conflict with, result in any violation
or breach of, or constitute a default (or an event that with notice or lapse of time or both
would become a default) under, or give to others any right of termination, amendment,
acceleration or cancellation (with or without notice, lapse of time or both) of, any
agreement, lease, credit facility, debt, note, bond, mortgage, indenture or other instrument
or binding obligation or other binding understanding (the “Contracts”) to which the
Company or any subsidiary is a party of by which any property or asset of the Company or any
subsidiary is bound or affected, or (C) result in a breach or violation of any of the terms
and provisions of, or constitute a default under, the Company’s charter or bylaws, except in
the case of clauses (A) and (B) such breaches, violations, defaults, or conflicts which do
not individually or in the aggregate be reasonably likely to result in a Material Adverse
Effect.




          (iv) All consents, approvals, orders, authorizations and filings required on the part
of the Company and its subsidiaries in connection with the execution, delivery or
performance of this Agreement have been obtained or made, other than such consents,
approvals, orders and authorizations the failure of which to make or obtain is not
reasonably likely to result in a Material Adverse Effect.




          (v) All of the issued and outstanding shares of capital stock of the Company are duly
authorized and validly issued, fully paid and nonassessable, and have been issued in
material compliance with all applicable securities laws, and conform in all material
respects to the description thereof in the Registration Statement, the Time of Sale
Disclosure Package and the Final Prospectus. Except for the issuances of options or
restricted stock or restricted stock units in the ordinary course of business, since the
respective dates as of which information is provided in the Registration Statement, the Time
of Sale Disclosure Package or the Final Prospectus, the Company has not entered into or
granted any convertible or exchangeable securities, options, warrants, agreements, contracts
or other rights in existence to purchase or acquire from the Company any shares of the
capital stock of the Company. The Shares, when issued, will be duly authorized



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and validly
issued, fully paid and nonassessable, issued in material compliance with all
applicable securities laws, and free of preemptive, registration or similar rights.




          (vi) Except as set forth in the Registration Statement, the Time of Sale Disclosure
Package and the Final Prospectus and except for SilvaGas Corporation, the Company does not
own, directly or indirectly, a majority of the capital stock or other ownership interest in
any partnership, corporation, business trust, limited liability company, limited liability
partnership, joint stock company, trust, unincorporated association, joint venture or other
entity.




          (vii) Each of the Company and its subsidiaries has filed all foreign, federal, state
and local returns (as hereinafter defined) required to be filed with taxing authorities
prior to the date hereof or has duly obtained extensions of time for the filing thereof.
Each of the Company and its subsidiaries has paid all taxes (as hereinafter defined) shown
as due on such returns that were filed and has paid all taxes imposed on or assessed against
the Company or such respective subsidiary. The term “taxes” mean all federal,
state, local, foreign, and other net income, gross income, gross receipts, sales, use, ad
valorem, transfer, franchise, profits, license, lease, service, service use, withholding,
payroll, employment, excise, severance, stamp, occupation, premium, property, windfall
profits, customs, duties or other taxes, fees, assessments, or charges of any kind whatever,
together with any interest and any penalties, additions to tax, or additional amounts with
respect thereto. The term “returns” means all returns, declarations, reports,
statements, and other documents required to be filed in respect to taxes.




          (viii) Since the respective dates as of which information is given in the Registration
Statement, the Time of Sale Disclosure Package or the Final Prospectus, (a) neither the
Company nor any of its subsidiaries has incurred any material liabilities or obligations,
direct or contingent, required to be reflected on a balance sheet in accordance with
generally accepted accounting principles, or entered into any material transactions other
than in the ordinary course of business, (b) the Company has not declared or paid any
dividends or made any distribution of any kind with respect to its capital stock; (c) there
has not been any change in the capital stock of the Company or any of its subsidiaries
(other than a change in the number of outstanding shares of Common Stock due to the issuance
of shares upon the exercise of outstanding options or warrants or the issuance of restricted
stock awards or restricted stock units under the Company’s existing stock awards plan, or
any new grants thereof in the ordinary course of business), (d) there has not been any
material change in the Company’s long-term or short-term debt, and (e) there has not been
the occurrence of any Material Adverse Effect.




          (ix) There is not pending or, to the knowledge of the Company, threatened, any action,
suit or proceeding to which the Company or any of its subsidiaries is a party or of which
any property or assets of the Company is the subject before or by any court or governmental
agency, authority or body, or any arbitrator or mediator, which is reasonably likely to
result in a Material Adverse Effect.



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          (x) The Company and each of its subsidiaries holds, and is in compliance with, all
franchises, grants, authorizations, licenses, permits, easements,
consents, certificates and orders (“Permits”) of any governmental or
self-regulatory agency, authority or body required for the conduct of its business, and all
such Permits are in full force and effect, in each case except where the failure to hold, or
comply with, any of them is not reasonably likely to result in a Material Adverse Effect.




          (xi) The Company and its subsidiaries have good and marketable title to all property
(whether real or personal) described in the Registration Statement, the Time of Sale
Disclosure Package and the Final Prospectus as being owned by them that are material to the
business of the Company, in each case free and clear of all liens, claims, security
interests, other encumbrances or defects, except those that are not reasonably likely to
result in a Material Adverse Effect. The property held under lease by the Company and its
subsidiaries is held by them under valid, subsisting and enforceable leases with only such
exceptions with respect to any particular lease as do not interfere in any material respect
with the conduct of the business of the Company or its subsidiaries.




          (xii) The Company and each of its subsidiaries owns or possesses or has valid right to
use all patents, patent applications, trademarks, service marks, trade names, trademark
registrations, service mark registrations, copyrights, licenses, inventions, trade secrets
and similar rights (“Intellectual Property”) necessary for the conduct of the
business of the Company and its subsidiaries as currently carried on and as described in the
Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, except
those the absence of which are not reasonably likely to result in a Material Adverse Effect.
To the knowledge of the Company, no action or use by the Company or any of its subsidiaries
will involve or give rise to any infringement of, or license or similar fees for, any
Intellectual Property of others, except where such action, use, license or fee is not
reasonably likely to result in a Material Adverse Effect. Neither the Company nor any of
its subsidiaries has received any written notice alleging any such material infringement or
fee.




          (xiii) The Company and each of its subsidiaries has complied with, is not in violation
of, and has not received any written notice of violation relating to any applicable law,
rule or regulation relating to the conduct of its business, or the ownership or operation of
its property and assets, including, without limitation (to the extent applicable), (A) the
Currency and Foreign Transactions Reporting Act of 1970, as amended, or any money laundering
laws, rules or regulations, (B) any laws, rules or regulations related to health, safety or
the environment, including those relating to the regulation of hazardous substances, (C) the
Sarbanes-Oxley Act and the rules and regulations of the Commission thereunder, (D) the
Foreign Corrupt Practices Act of 1977 and the rules and regulations thereunder, and (E) the
Employment Retirement Income Security Act of 1974 and the rules and regulations thereunder,
in each case except where the failure to be in compliance is not reasonably likely to result
in a Material Adverse Effect.




          (xiv) Neither the Company nor any of its subsidiaries nor, to the knowledge of the
Company, any director, officer, employee, representative, agent or



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affiliate of the Company
or any of its subsidiaries is currently subject to any U.S. sanctions administered by the
Office of Foreign Assets Control of the U.S. Treasury
Department (“OFAC”); and the Company will not directly or indirectly use the
proceeds of the Offering of the Shares contemplated hereby, or lend, contribute or otherwise
make available such proceeds to any person or entity, for the purpose of financing the
activities of any person currently subject to any U.S. sanctions administered by OFAC.




          (xv) The Company and each of its subsidiaries carries, or is covered by, insurance in
such amounts and covering such risks as is customary for companies engaged in similar
businesses in similar industries.




          (xvi) No labor dispute with the employees of the Company or any of its subsidiaries
exists or, to the knowledge of the Company, is imminent that is reasonably likely to result
in a Material Adverse Effect.




          (xvii) Neither the Company nor any of its subsidiaries is in violation, breach or
default under its certificate of incorporation, bylaws or other equivalent organizational or
governing documents, except where the violation is not reasonably likely to result in a
Material Adverse Effect.




          (xviii) Neither the Company, its subsidiaries nor, to its knowledge, any other party is
in violation, breach or default of any Contract that is reasonably likely to result in a
Material Adverse Effect.




          (xix) No supplier, customer, distributor or sales agent of the Company has notified the
Company that it intends to discontinue or decrease the rate of business done with the
Company, except where such discount or decrease is not reasonably likely to result in a
Material Adverse Effect.




          (xx) There are no claims, payments, issuances, arrangements or understandings for
services in the nature of a finder’s, consulting or origination fee with respect to the
introduction of the Company to Roth or the sale of the Shares hereunder or any other
arrangements, agreements, understandings, payments or issuances with respect to the Company
to which the Company is a party that, to the knowledge of the Company, will affect Roth’s
compensation, as determined by FINRA.




          (xxi) Except as disclosed to Roth in writing, the Company has not made any direct or
indirect payments (in cash, securities or otherwise) to (i) any person, as a finder’s fee,
investing fee or otherwise, in consideration of such person raising capital for the Company
or introducing to the Company persons who provided capital to the Company, (ii) any FINRA
member, or (iii) any person or entity that has any direct or indirect affiliation or
association with any FINRA member within the 12-month period prior to the date on which the
Registration Statement was filed with the Commission (“Filing Date”) or thereafter.




          (xxii) To the Company’s knowledge, no (i) officer or director of the Company or its
subsidiaries, (ii) owner of 5% or more of the Company’s unregistered securities or that of
its subsidiaries or (iii) owner of any amount of the Company’s



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unregistered securities
acquired within the 180-day period prior to the Filing Date, has any direct or indirect
affiliation or association with any FINRA member.




          (xxiii) Other than Roth, no person has the right to act as a placement agent,
underwriter or as a financial advisor in connection with the Offering contemplated hereby.



     5. Closing and Settlement. Subject to the terms and conditions hereof, payment of the
purchase price for, and delivery of, the Shares shall be made at one or more closings (each a
“Closing” and the date on which each Closing occurs, a “Closing Date”) at the
offices of Latham & Watkins LLP (or at such other place as shall be agreed upon by Roth and the
Company), the first such Closing to take place at 6:00 a.m., Pacific Daylight time, on August 25,
2009 (unless another time shall be agreed to by Roth and the Company). Payment of the purchase
price at each Closing shall be made by the Investors directly to the Company by Federal Funds wire
transfer, against delivery of such Shares (through the DWAC facilities of the Depository Trust
Company), and such Shares shall be registered in such name or names and shall be in such
denominations, as the Investors may request and as set forth in the applicable subscription
agreement executed by each Investor, the form of which is attached hereto as Schedule II.



     6. Covenants. The Company covenants and agrees with Roth as follows:



          (a) During the period beginning on the date hereof and ending on the Closing Date (the
“Prospectus Delivery Period”), prior to amending or supplementing the Registration
Statement, including any Rule 462 Registration Statement, the Time of Sale Disclosure Package or
the Final Prospectus, the Company shall furnish to Roth for review and comment a copy of each such
proposed amendment or supplement, and the Company shall not file any such proposed amendment or
supplement to which Roth promptly and reasonably objects.



          (b) From the date of this Agreement until the end of the Prospectus Delivery Period, the
Company shall promptly advise Roth in writing (A) of the receipt of any comments of, or requests
for additional or supplemental information from, the Commission, (B) of the time and date of any
filing of any post-effective amendment to the Registration Statement or any amendment or supplement
to the Time of Sale Disclosure Package or the Final Prospectus, (C) of the time and date that any
post-effective amendment to the Registration Statement becomes effective and (D) of the issuance by
the Commission of any stop order suspending the effectiveness of the Registration Statement or of
any order preventing or suspending its use or the use of the Time of Sale Disclosure Package, or of
any proceedings to remove, suspend or terminate from listing or quotation the Common Stock from any
securities exchange upon which it is listed for trading or included or designated for quotation, or
of the threatening or initiation of any proceedings for any of such purposes. If the Commission
shall enter any such stop order at any time during the Prospectus Delivery Period, the Company will
use its reasonable efforts to obtain the lifting of such order at the earliest practicable time.
Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A and
430B, as applicable to the Offering, under the Securities Act and will use its reasonable efforts
to confirm that any filings made by the Company under Rule 424(b) or Rule 433 were received in a
timely manner by the Commission (without reliance on Rule 424(b)(8) or Rule 164(b) of the
Securities Act).



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          (c) During the Prospectus Delivery Period, the Company will comply with all requirements
imposed upon it by the Securities Act, as now and hereafter amended, and by the Rules and
Regulations, as from time to time in force, and by the Exchange Act, as now and
hereafter amended, so far as necessary to permit the continuance of sales of or dealings in
the Shares as contemplated by the provisions hereof, the Registration Statement, the Time of Sale
Disclosure Package and the Final Prospectus. If during such period any event occurs the result of
which the Final Prospectus would include an untrue statement of a material fact or omit to state a
material fact necessary to make the statements therein, in the light of the circumstances then
existing, not misleading, or if during such period it is reasonably necessary or appropriate in the
opinion of the Company or its counsel or Roth or its counsel to amend the Registration Statement or
supplement the Final Prospectus to comply with the Securities Act, the Company will promptly notify
Roth and will amend the Registration Statement or supplement the Final Prospectus so as to correct
such statement or omission or effect such compliance.



          (d) The Company covenants that it will not, unless it obtains the prior written consent of
Roth, make any offer relating to the Securities that would constitute an Issuer Free Writing
Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in
Rule 405 of the Act) required to be filed by the Company with the Commission or retained by the
Company under Rule 433 of the Act. In the event that Roth expressly consents in writing to any
such free writing prospectus (a “Permitted Free Writing Prospectus”), the Company covenants
that it shall (i) treat each Permitted Free Writing Prospectus as an Issuer Free Writing
Prospectus, and (ii) comply with the requirements of Rule 164 and 433 of the Act applicable to such
Permitted Free Writing Prospectus, including in respect of timely filing with the Commission,
legending and record keeping.



          (e) The Company will furnish to Roth and counsel for Roth copies of the Registration
Statement, the Final Prospectus and all amendments and supplements to such documents, in each case
as soon as practicable and in such quantities as Roth may from time to time reasonably request.



          (f) The Company will not take, directly or indirectly, during the Prospectus Delivery Period,
any action designed to or which might reasonably be expected to cause or result in, or that has
constituted, the stabilization or manipulation of the price of any security of the Company to
facilitate the sale or resale of the Shares.



          (g) The Company, whether or not the transactions contemplated hereunder are consummated or
this Agreement is terminated, will pay or cause to be paid (A) all documented, out of pocket
expenses (including transfer taxes allocated to the respective transferees) incurred in connection
with the delivery of the Shares, including the reasonable legal fees of Roth’s counsel, up to a
maximum amount of $25,000 for all such expenses and fees, (B) all expenses and fees (including,
without limitation, fees and expenses of the Company’s counsel) in connection with the preparation,
printing, filing, delivery, and shipping of the Registration Statement (including the financial
statements therein and all amendments, schedules, and exhibits thereto), the Shares, the Time of
Sale Disclosure Package, the Final Prospectus, any Issuer Free Writing Prospectus and any amendment
thereof or supplement thereto, (C) the fees and expenses of any transfer agent or registrar, (D)
listing fees, if any, and (E) all other costs and



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expenses of the Company incident to the
performance of its obligations hereunder that are not otherwise specifically provided for herein.



          (h) The Company will not issue or sell any Common Stock or other equity or
equity-linked securities (excluding the conversion or exercise of any securities outstanding
on the date hereof and the issuance of any securities pursuant to compensatory plans) for a period
of fifteen days following the date hereof, unless Roth consents otherwise.



     7. Conditions of Roth’s Obligations. The obligations of Roth hereunder are subject to the
accuracy, as of the date hereof and at the applicable Closing Date (as if made at the Closing
Date), of and compliance with all representations, warranties and agreements of the Company
contained herein, the performance by the Company of its obligations hereunder and the following
additional conditions:



          (a) If filing of the Final Prospectus, or any amendment or supplement thereto, is required
under the Securities Act or the Rules and Regulations, the Company shall have filed the Final
Prospectus (or such amendment or supplement) with the Commission in the manner and within the time
period so required (without reliance on Rule 424(b)(8) or Rule 164(b) under the Securities Act);
the Registration Statement shall remain effective; no stop order suspending the effectiveness of
the Registration Statement or any part thereof, any Rule 462 Registration Statement, or any
amendment thereof, nor suspending or preventing the use of the Time of Sale Disclosure Package or
the Final Prospectus shall have been issued; no proceedings for the issuance of such an order shall
have been initiated or threatened; any request of the Commission for additional information (to be
included in the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus,
or otherwise) shall have been complied with to Roth’s reasonable satisfaction.



          (b) The Registration Statement, the Time of Sale Disclosure Package or the Final Prospectus,
or any amendment thereof or supplement thereto, shall not contain an untrue statement of fact, or
omit to state a fact which is required to be stated therein or necessary to make the statements
therein not misleading.



          (c) On the applicable Closing Date, there shall have been furnished to Roth the opinion and
negative assurance letters of counsel for the Company, dated the applicable Closing Date and
addressed to Roth, in form and substance reasonably satisfactory to Roth, to the effect set forth
in Schedule III.



          (d) On the applicable Closing Date, there shall have been furnished to Roth the opinion of
Colorado counsel for the Company, dated the applicable Closing Date and addressed to Roth, in form
and substance reasonably satisfactory to Roth, to the effect set forth in Schedule IV.



          (e) Roth shall have received a letter from each of Ehrhardt Keefe Steiner & Hottman P.C. and
PricewaterhouseCoopers LLP, on the applicable Closing Date addressed to Roth, confirming that they
are independent public accountants within the meaning of the Securities Act and are in compliance
with the applicable requirements relating to the qualifications of accountants under Rule 2-01 of
Regulation S-X of the Commission, and



11









 







confirming, as of the date of each such letter (or, with
respect to matters involving changes or developments since the respective dates as of which
specified financial information is given in the Time of Sale Disclosure Package, as of a date not
more than five days prior to the date of such letter), the conclusions and findings of said firms
with respect to the financial information,
including any financial information contained in Exchange Act Reports filed by the Company,
and other matters reasonably required by Roth consistent with customary practice for such letters.



          (f) On the applicable Closing Date, there shall have been furnished to Roth a certificate,
dated the applicable Closing Date and addressed to Roth, signed by the chief executive officer and
the chief financial officer of the Company, solely in their capacity as officers of the Company, to
the effect that:




          (i) The representations and warranties of the Company in this Agreement are true and
correct, in all material respects, as if made at and as of the applicable Closing Date, and
the Company has complied with all the agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to the applicable Closing Date;




          (ii) No stop order or other order (A) suspending the effectiveness of the Registration
Statement or any part thereof or any amendment thereof, (B) suspending the qualification of
the Shares for offering or sale, or (C) suspending or preventing the use of the Time of Sale
Disclosure Package or the Final Prospectus has been issued, and no proceeding for that
purpose has been instituted or, to their knowledge, is threatened in writing by the
Commission or any state or regulatory body; and




          (iii) There has been no occurrence of any event resulting or reasonably likely to
result in a Material Adverse Effect during the period from and after the date of this
Agreement and prior to the applicable Closing Date.



          (g) The Common Stock shall be registered under the Exchange Act and shall be listed on NYSE
Amex, and the Company shall not have taken any action designed to terminate, or likely to have the
effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or
suspending from trading the Common Stock from NYSE Amex, nor shall the Company have received any
written notice that NYSE Amex is contemplating terminating such registration or listing.



          (h) The Company shall have furnished to Roth and counsel for Roth such additional documents,
certificates and evidence as Roth or counsel for Roth may have reasonably requested.



     If any condition specified in this Section 7 shall not have been fulfilled when and as
required to be fulfilled, this Agreement may be terminated by Roth by notice to the Company at any
time at or prior to the applicable Closing Date and such termination shall be without liability of
any party to any other party, except that the second to last sentence of Section 1, Section 6(h),
Section 8 and Section 9 shall survive any such termination and remain in full force and effect.



12









 





     8. Indemnification and Contribution.



          (a) The Company agrees to indemnify, defend and hold harmless Roth, its affiliates, directors
and officers and employees, and each person, if any, who controls Roth within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, from
and against any losses, claims, damages or liabilities to which Roth or such person may become
subject, under the Securities Act or otherwise (including in settlement of any litigation if such
settlement is effected with the written consent of the Company), insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue
statement or alleged untrue statement of a material fact contained in the Registration Statement,
including the information deemed to be a part of the Registration Statement at the time of
effectiveness and at any subsequent time pursuant to Rules 430A and 430B of the Rules and
Regulations, the Time of Sale Disclosure Package, the Final Prospectus, or any amendment or
supplement thereto (including any documents filed under the Exchange Act and deemed to be
incorporated by reference into the Registration Statement or the Final Prospectus), or any Issuer
Free Writing Prospectus or in any materials or information provided to Investors by, or with the
written approval of, the Company in connection with the marketing of the Offering of the Shares,
including any roadshow or investor presentations (whether in person or electronically)
(“Marketing Materials”), or arise out of or are based upon the omission or alleged omission
to state therein a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not misleading, or (ii) in whole
or in part, any failure of the Company to perform its obligations hereunder or under applicable
law, and will reimburse Roth for any reasonable, documented, out of pocket legal or other expenses
reasonably incurred by it in connection with evaluating, investigating or defending against such
loss, claim, damage, liability or action; provided, however, that the Company shall not be liable
in any such case to the extent that any such loss, claim, damage, liability or action arises out of
or is based upon an untrue statement or alleged untrue statement or omission or alleged omission
made in the Registration Statement, the Time of Sale Disclosure Package, the Final Prospectus, or
any amendment or supplement thereto, any Issuer Free Writing Prospectus or any Marketing Materials,
in reliance upon and in conformity with written information furnished to the Company by Roth
specifically for use in the preparation thereof.



          (b) Roth will indemnify and hold harmless the Company, its affiliates, directors, officers and
employees, and each person, if any, who controls the Company or such person within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any losses,
claims, damages or liabilities to which the Company may become subject, under the Securities Act or
otherwise (including in settlement of any litigation, if such settlement is effected with the
written consent of such Roth), insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement
of a material fact contained in the Registration Statement, the Time of Sale Disclosure Package,
the Final Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or
any Marketing Materials, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made in the Registration
Statement, the Time of Sale Disclosure Package, the Final Prospectus, or any amendment or
supplement thereto, any Issuer Free Writing Prospectus or any



13









 







Marketing Materials, in reliance upon
and in conformity with written information furnished to the Company by Roth specifically for use in
the preparation thereof, and will reimburse the Company for any reasonable, documented, out of
pocket legal or other expenses reasonably incurred by the Company in connection with defending
against any such loss, claim, damage, liability or action.



          Promptly after receipt by an indemnified party under subsection (a) or (b), above of notice of
the commencement of any action, such indemnified party shall, if a claim in respect thereof is to
be made against the indemnifying party under such subsection, notify the indemnifying party in
writing of the commencement thereof; but the failure to notify the indemnifying party shall not
relieve the indemnifying party from any liability that it may have to any indemnified party except
to the extent such indemnifying party has been materially prejudiced by such failure. In case any
such action shall be brought against any indemnified party, and it shall notify the indemnifying
party of the commencement thereof, the indemnifying party shall be entitled to participate in, and,
to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party of the indemnifying party’s election so to
assume the defense thereof, the indemnifying party shall not be liable to such indemnified party
under such subsection for any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof other than reasonable, documented, out of pocket costs
of investigation; provided, however, that if (i) the indemnified party has reasonably concluded
(based on advice of counsel) that there may be legal defenses available to it or other indemnified
parties that are different from or in addition to those available to the indemnifying party, (ii) a
conflict or potential conflict exists (based on the reasonable advice of counsel to the indemnified
party) between the indemnified party and the indemnifying party (in which case the indemnifying
party will not have the right to direct the defense of such action on behalf of the indemnified
party), or (iii) the indemnifying party has not in fact employed counsel reasonably satisfactory to
the indemnified party to assume the defense of such action within a reasonable time after receiving
notice of the commencement of the action, the indemnified party shall have the right to employ a
single counsel to represent it in any claim in respect of which indemnity may be sought under
subsection (a) or (b) of this Section 8, in which event the reasonable, documented, out of pocket
fees and expenses of such separate counsel shall be borne by the indemnifying party or parties and
reimbursed to the indemnified party as incurred. Notwithstanding anything to the contrary in this
Section 8, in no event shall an indemnifying party be required to pay fees and expenses for more
than one firm of attorneys (and local counsel) representing all indemnified parties.



          Notwithstanding anything to the contrary in this Section 8, the indemnifying party under this
Section 8 shall not be liable for any settlement of any proceeding effected without its written
consent (not to be unreasonably withheld), but if settled with such consent or if there be a final
judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party
against any loss, claim, damage, liability or expense by reason of such settlement or judgment. No
indemnifying party shall, without the prior written consent of the indemnified party (not to be
unreasonably withheld), effect any settlement, compromise or consent to the entry of judgment in
any pending or threatened action, suit or proceeding in respect of which any indemnified party is a
party or could be named and indemnity was or would be sought hereunder by such indemnified party,
unless such settlement, compromise or consent (a) includes an unconditional



14









 







release of such
indemnified party from all liability for claims that are the subject matter of such action, suit or
proceeding and (b) does not include a statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.



          (c) If the indemnification provided for in this Section 8 is unavailable or insufficient to
hold harmless an indemnified party under subsection (a) or (b), above, then each
indemnifying party shall contribute to the amount paid or payable by such indemnified party as
a result of the losses, claims, damages or liabilities referred to in subsection (a) or (b) above,
(i) in such proportion as is appropriate to reflect the relative benefits received by the Company,
on the one hand, and Roth, on the other hand, from the Offering of the Shares or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in such proportion as
is appropriate to reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the Company, on the one hand, and Roth, on the other hand, in connection with
the statements or omissions that resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative benefits received by the Company, on
the one hand, and Roth, on the other hand, shall be deemed to be in the same proportion as the
total net proceeds from the Offering (before deducting expenses) received by the Company, and the
total placement agent fees received by Roth, in each case as set forth on the cover page of the
Final Prospectus, bear to the aggregate offering price of the Shares set forth on such cover. The
relative fault shall be determined by reference to, among other things, whether the untrue or
alleged untrue statement of a material fact or the omission or alleged omission to state a material
fact relates to information supplied by the Company or Roth and the parties’ relevant intent,
knowledge, access to information and opportunity to correct or prevent such untrue statement or
omission. The Company and Roth agree that it would not be just and equitable if contributions
pursuant to this subsection (d) were to be determined by pro rata allocation or by any other method
of allocation that does not take account of the equitable considerations referred to in the first
sentence of this subsection (d). The amount paid by an indemnified party as a result of the
losses, claims, damages or liabilities referred to in the first sentence of this subsection (d)
shall be deemed to include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending against any action or claim that is the subject
of this subsection (d). Notwithstanding the provisions of this subsection (d), Roth shall not be
required to contribute any amount in excess of the amount of Roth’s placement agent fees actually
received by Roth from the Offering of the Shares. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from
any person who was not guilty of such fraudulent misrepresentation.



          (d) The benefits of the obligations of the Company under this Section 8 shall extend, upon the
same terms and conditions, to each person, if any, who controls Roth within the meaning of Section
15 of the Securities Act or Section 20 of the Exchange Act; and the benefits of the obligations of
Roth under this Section 8 shall extend, upon the same terms and conditions, to the Company, and its
officers, directors and each person who controls the Company within the meaning of Section 15 of
the Securities Act or Section 20 of the Exchange Act.



          (e) For purposes of this Agreement, Roth confirms, and the Company acknowledges, that there is
no information concerning Roth furnished in writing to the Company by Roth specifically for
preparation of or inclusion in the Registration Statement, the Time of Sale Disclosure Package or
the Final Prospectus, other than the statements regarding Roth set



15









 







forth in the “Plan of
Distribution” section of the Final Prospectus and Time of Sale Disclosure Package, only insofar as
such statement relate to the amount of selling concession and related activities that may be
undertaken by Roth.



     9. Representations and Agreements to Survive Delivery. All representations, warranties, and
agreements of the Company herein or in certificates delivered pursuant hereto
including, but not limited to, the agreements of Roth and the Company contained in the second
to last sentence of Section 1, Section 6(h) and Section 8 hereof, shall remain operative and in
full force and effect regardless of any investigation made by or on behalf of Roth or any
controlling person thereof, or the Company or any of its officers, directors, or controlling
persons, and shall survive delivery of, and payment for, the Shares to and by Roth hereunder.



     10. Notices. Except as otherwise provided herein, all communications hereunder shall be in
writing and, if to Roth, shall be mailed, delivered or telecopied to Roth Capital Partners, LLC, 24
Corporate Plaza, Newport Beach, CA, telecopy number: (949) 720-7227, Attention: Aaron Gurewitz
with a copy (which shall not constitute notice) to DLA Piper LLP (US), 2525 East Camelback Road,
Suite 1000, Phoenix, Arizona 85016, Attention: Steven D. Pidgeon; and if to the Company, shall be
mailed, delivered or telecopied to it at Rentech, Inc., 10877 Wilshre Blvd, Suite 710, Los Angeles,
CA 90024, telecopy number: (310) 571-9799, Attention: General Counsel with a copy (which shall not
constitute notice) to Latham & Watkins LLP, 140 Scott Drive, Menlo Park, California 94025,
Attention: Anthony J. Richmond; or in each case to such other address as the person to be notified
may have requested in writing. Any party to this Agreement may change such address for notices by
sending to the parties to this Agreement written notice of a new address for such purpose.



     11. Persons Entitled to Benefit of Agreement. This Agreement shall inure solely to the
benefit of and be binding upon the parties hereto and their respective successors and assigns and
the controlling persons, officers and directors referred to in Section 8. Nothing in this
Agreement is intended or shall be construed to give to any other person, firm or corporation any
legal or equitable remedy or claim under or in respect of this Agreement or any provision herein
contained. The term “successors and assigns” as herein used shall not include any purchaser, as
such purchaser, of any of the Shares from Roth.



     12. Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) Roth has
been retained solely to act as placement agent in connection with the sale of the Shares and that
no fiduciary, advisory or agency relationship between the Company and Roth has been created in
respect of any of the transactions contemplated by this Agreement, irrespective of whether Roth has
advised or is advising the Company on other matters; (b) the price and other terms of the Shares
set forth in this Agreement were established by Roth and the Investors following discussions and
arms-length negotiations and the Company is capable of evaluating and understanding and understands
and accepts the terms, risks and conditions of the transactions contemplated by this Agreement; (c)
it has been advised that Roth and its affiliates are engaged in a broad range of transactions that
may involve interests that differ from those of the Company and that Roth has no obligation to
disclose such interest and transactions to the Company by virtue of any fiduciary, advisory or
agency relationship; (d) it has been advised that Roth is acting, in respect of the transactions
contemplated by this Agreement, solely for the benefit of Roth, and not on behalf of the Company.



16









 





     13. No Limitations. Nothing in this Agreement shall be construed to limit the ability of Roth
or its affiliates to (a) trade in the Company’s or any other company’s securities or publish
research on the Company or any other company, subject to applicable law, or (b) pursue or engage in
investment banking, financial advisory or other business relationships with entities that may be
engaged in or contemplate engaging in, or acquiring or disposing of, businesses that
are similar to or competitive with the business of the Company.



     14. Amendments and Waivers. No supplement, modification or waiver of this Agreement shall be
binding unless executed in writing by the party to be bound thereby. The failure of a party to
exercise any right or remedy shall not be deemed or constitute a waiver of such right or remedy in
the future. No waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any
such waiver be deemed or constitute a continuing waiver unless otherwise expressly provided.



     15. Partial Unenforceability. The invalidity or unenforceability of any section, paragraph,
clause or provision of this Agreement shall not affect the validity or enforceability of any other
section, paragraph, clause or provision.



     16. Governing Law. This Agreement shall be governed by and construed in accordance with the
laws of the State of New York.



     17. Counterparts. This Agreement may be executed and delivered (including by facsimile
transmission and electronic mail attaching a portable document file (.pdf)) in one or more
counterparts and, if executed and delivered in more than one counterpart, the executed counterparts
shall each be deemed to be an original and all such counterparts shall together constitute one and
the same instrument.



17









 





          Please sign and return to the Company the enclosed duplicates of this letter whereupon this
letter will become a binding agreement between the Company and Roth in accordance with its terms.




	 	 	 	 	 
	 	Very truly yours,



RENTECH, INC.

 	 
	 	By:  	                                                   /s/ Dan Cohrs
 	 
	 	Name:  	Dan Cohrs 	 
	 	Title:  	Chief Financial Officer 	 
	 



Confirmed as of the date first above-

mentioned by Roth.




	 	 	 	 	 
	ROTH CAPITAL PARTNERS, LLC	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Aaron M. Gurewitz
 

Aaron M. Gurewitz
	 	 
	Title:

	 	Head of Equity Capital Markets	 	 






18









 





SCHEDULE I




Terms



Total number of Shares being offered:



Offering Price:



Net proceeds to the Company from the Offering after deducting placement agency fees and offering
expenses:



Dilution in net tangible book value to new investors:




 









 





SCHEDULE II




Subscription Agreement




 









 





SCHEDULE III




Company Counsel Opinions




 









 





SCHEDULE IV




Colorado Counsel Opinions