Stock Purchase Warrant



 Exhibit 10.2 
  
 THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE 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 WARRANT, THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF
THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT 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. 
  
 Right
to Purchase 1,250,000 Shares of Common Stock of 
 Rentech, Inc. 
 (subject to adjustment as provided herein) 
  
 COMMON STOCK PURCHASE WARRANT 
  

			
	No. One	 	Issue Date: September 17, 2004

  
 Rentech, Inc., a
corporation organized under the laws of the State of Colorado, hereby certifies that, for value received, MITCHELL TECHNOLOGY INVESTMENTS, a California general partnership, or assigns (the “Holder”), is entitled, subject to the terms set
forth below, to purchase from the Company (as defined herein) from and after the Issue Date of this Warrant and at any time or from time to time before 5:00 p.m., Colorado time, through the close of business September 16, 2009, subject to extension
as provided below (the “Expiration Date”), up to 1,250,000 fully paid and nonassessable shares of Common Stock (as hereinafter defined), $0.01 par value per share, at the applicable Exercise Price per share (as defined below). The number
and character of such shares of Common Stock and the applicable Exercise Price per share are subject to adjustment as provided herein. 
  
 In the event (a) the Ammonia Plant is not 100% converted to using coal as a feedstock instead of natural gas and (b) the Ammonia Plant has not commenced
commercial operations, in each case of (a) and (b), by March 31, 2008, then the term of this Warrant shall be extended for each day until the date on which both conditions specified in clauses (a) and (b) herein have been fulfilled. 
  
 As used herein the following terms, unless the context otherwise requires,
have the following respective meanings: 
  
 (a)
The term “Company” shall include Rentech, Inc.. and any corporation which shall succeed, or assume the obligations of, Rentech, Inc. hereunder. 







 (b) The term “Common Stock” includes (i) the Company’s Common Stock, par
value $0.01 per share; and (ii) any other securities into which or for which any of the securities described in (a) may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.

  
 (c) The term “Other Securities”
refers to any stock (other than Common Stock) and other securities of the Company or any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have received, on the exercise of the
Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 or otherwise. 
  
 (d) The “Exercise Price” applicable under this
Warrant shall be a price of $1.14. 
  
 (e) The
term “Other Securities” refers to any stock (other than Common Stock) and other securities of the Company or any other person (corporate or otherwise) which the holder of the Warrant at any time shall be entitled to receive, or shall have
received, on the exercise of the Warrant, in lieu of or in addition to Common Stock, or which at any time shall be issuable or shall have been issued in exchange for or in replacement of Common Stock or Other Securities pursuant to Section 4 or
otherwise. 
  
 (f) The “Ammonia Plant”
means the ammonia plant currently owned and operated by Royster -Clark Nitrogen, Inc., which company is proposed to be acquired by the Company. 
  
 1. Exercise of Warrant. 
  
 1.1 Number of Shares Issuable upon Exercise. From and after the date hereof through and including the Expiration Date, the Holder shall be entitled
to receive, upon exercise of this Warrant in whole or in part, by delivery of an original or fax copy of an exercise notice in the form attached hereto as Exhibit A (the “Exercise Notice”), shares of Common Stock of the Company, subject to
adjustment pursuant to Section 4. 
  
 1.2 Fair Market
Value. For purposes hereof, the “Fair Market Value” of a share of Common Stock as of a particular date (the “Determination Date”) shall mean: 
  
 (a) If the Company’s Common Stock is traded on the American Stock Exchange or another national exchange
or is quoted on the National or SmallCap Market of The Nasdaq Stock Market, Inc. (“Nasdaq”), then the closing or last sale price, respectively, reported for the last business day immediately preceding the Determination Date. 
  
 (b) If the Company’s Common Stock is not traded on the
American Stock Exchange or another national exchange or on the Nasdaq but is traded on the NASD OTC Bulletin Board, then the mean of the average of the closing bid and asked prices reported for the last business day immediately preceding the
Determination Date. 
  

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 (c) Except as provided in clause (d) below, if the Company’s Common Stock is not
publicly traded, then as the Holder and the Company agree or in the absence of agreement by arbitration in accordance with the rules then in effect of the American Arbitration Association, before a single arbitrator to be chosen from a panel of
persons qualified by education and training to pass on the matter to be decided. 
  
 (d) If the Determination Date is the date of a liquidation, dissolution or winding up, or any event deemed to be a liquidation,
dissolution or winding up pursuant to the Company’s charter, then all amounts to be payable per share to holders of the Common Stock pursuant to the charter in the event of such liquidation, dissolution or winding up, plus all other amounts to
be payable per share in respect of the Common Stock in liquidation under the charter, assuming for the purposes of this clause (d) that all of the shares of Common Stock then issuable upon exercise of the Warrant are outstanding at the Determination
Date. 
  
 1.3 Company Acknowledgment. The Company will, at
the time of the exercise of the Warrant, upon the request of the holder hereof acknowledge in writing its continuing obligation to afford to such holder any rights to which such holder shall continue to be entitled after such exercise in accordance
with the provisions of this Warrant. If the holder shall fail to make any such request, such failure shall not affect the continuing obligation of the Company to afford to such holder any such rights. 
  
 1.4 Trustee for Warrant Holders. In the event that a bank or trust
company shall have been appointed as trustee for the holders of the Warrant pursuant to SubSection 3.2, such bank or trust company shall have all the powers and duties of a warrant agent (as hereinafter described) and shall accept, in its own name
for the account of the Company or such successor person as may be entitled thereto, all amounts otherwise payable to the Company or such successor, as the case may be, on exercise of this Warrant pursuant to this Section 1. 
  
 2. Procedure for Exercise. 
  
 2.1 Delivery of Stock Certificates, Etc., on Exercise. The Company
agrees that the shares of Common Stock purchased upon exercise of this Warrant shall be deemed to be issued to the Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered
and payment made for such shares in accordance herewith. As soon as practicable after the exercise of this Warrant in full or in part, and in any event within five (5) business days thereafter, the Company at its expense (including the payment by it
of any applicable issue taxes) will cause to be issued in the name of and delivered to the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes) may direct in compliance with applicable securities laws, a
certificate or certificates for the number of duly and validly issued, fully paid and nonassessable shares of Common Stock (or Other Securities) to which such Holder shall be entitled on such exercise, plus, in lieu of any fractional share to which
such holder would otherwise be entitled, cash equal to such fraction multiplied by the then Fair Market Value of one full share, together with any other stock or other securities and property (including cash, where applicable) to which such Holder
is entitled upon such exercise pursuant to Section 1 or otherwise. 
  

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 2.2 Exercise. 
  
 (a) Payment may be made either (i) by wire transfer of immediately available funds, (ii) by delivery of the
Warrant, or shares of Common Stock and/or Common Stock receivable upon exercise of the Warrant in accordance with Section (b) below, or (iii) by a combination of any of the foregoing methods, for the number of Common Shares specified in such
Exercise Notice (as such exercise number shall be adjusted to reflect any adjustment in the total number of shares of Common Stock issuable to the Holder per the terms of this Warrant) and the Holder shall thereupon be entitled to receive the number
of duly authorized, validly issued, fully-paid and non-assessable shares of Common Stock (or Other Securities) determined as provided herein. 
  
 (b) Notwithstanding any provisions herein to the contrary, if the Fair Market Value of one share of Common Stock is greater than the
Exercise Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being exercised) by
surrender of this Warrant at the principal office of the Company together with the properly endorsed Exercise Notice in which event the Company shall issue to the Holder a number of shares of Common Stock computed using the following formula:

  

			
	X=Y	 	    (A-B)    
	 	 	        A

  

			
		
	Where X =	 	the number of shares of Common Stock to be issued to the Holder
		
	Y =	 	the number of shares of Common Stock purchasable under the Warrant or, if only a portion of the Warrant is being exercised, the portion of the Warrant being exercised (at the date of such
calculation)
		
	A =	 	the Fair Market Value of one share of the Company’s Common Stock (at the date of such calculation)
		
	B =	 	Exercise Price (as adjusted to the date of such calculation)

  
 3. Effect of
Reorganization, Etc.; Adjustment of Exercise Price. 
  
 3.1
Reorganization, Consolidation, Merger, Etc. In case at any time or from time to time, the Company shall (a) effect a reorganization, (b) consolidate with or merge into any other person, or (c) transfer all or substantially all of its
properties or assets to any other person under any plan or arrangement contemplating the dissolution of the Company, then, in each such case, as a condition to the consummation of such a transaction, proper and adequate provision shall be made by
the Company whereby the Holder of this Warrant, on the exercise hereof as provided in Section 1 at any time after the consummation of such reorganization, 
  

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 consolidation or merger or the effective date of such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior to such consummation or such effective date, the stock and other securities and property (including cash) to which such Holder would have been entitled upon such consummation or in
connection with such dissolution, as the case may be, if such Holder had so exercised this Warrant, immediately prior thereto, all subject to further adjustment thereafter as provided in Section 4. 
  
 3.2 Dissolution. In the event of any dissolution of the Company
following the transfer of all or substantially all of its properties or assets, the Company, concurrently with any distributions made to holders of its Common Stock, shall at its expense deliver or cause to be delivered to the Holder the stock and
other securities and property (including cash, where applicable) receivable by the Holder of the Warrant pursuant to Section 3.1, or, if the Holder shall so instruct the Company, to a bank or trust company specified by the Holder and having its
principal office in New York, NY as trustee for the Holder of the Warrant. 
  
 3.3 Continuation of Terms. Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred to in this Section 3, this Warrant shall continue in full force and
effect and the terms hereof shall be applicable to the shares of stock and other securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger or the effective date of
dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any such stock or other securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties or
assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided in Section 4. In the event this Warrant does not continue in full force and effect after the consummation of the transactions
described in this Section 3, then the Company’s securities and property (including cash, where applicable) receivable by the Holders of the Warrant will be delivered to Holder or the Trustee as contemplated by Section 3.2. 
  
 4. Extraordinary Events Regarding Common Stock. 
  
 4.1 Stock Dividends. In the event that the Company shall (a) issue
additional shares of the Common Stock as a dividend or other distribution on outstanding Common Stock, (b) subdivide its outstanding shares of Common Stock, or (c) combine its outstanding shares of the Common Stock into a smaller number of shares of
the Common Stock, then, in each such event, the Exercise Price shall, simultaneously with the happening of such event, be adjusted by multiplying the then Exercise Price by a fraction, the numerator of which shall be the number of shares of Common
Stock outstanding immediately prior to such event and the denominator of which shall be the number of shares of Common Stock outstanding immediately after such event, and the product so obtained shall thereafter be the Exercise Price then in effect.
The Exercise Price, as so adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4. 
  
 4.2 Share Issuances. If the Company shall at any time prior to the expiration of this Warrant issue any shares of
Common Stock or securities convertible into Common Stock (except (a) pursuant to Section 4.1 above, (b) pursuant to options, warrants or other obligations to issue shares outstanding on the date hereof as disclosed to Purchaser in writing, or (c)
pursuant 
  

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 to options that may be issued under any employee incentive stock option and/or any qualified stock option plan adopted by
the Company) for a consideration per share (the “Offer Price”), less than the Exercise Price in effect at the time of such issuance, then the Exercise Price shall be immediately reset to such lower Offer Price. The Exercise Price, as so
adjusted, shall be readjusted in the same manner upon the happening of any successive event or events described herein in this Section 4.2. 
  
 4.3 Delay in Commercial Operations. In the event (a) the Ammonia Plant is not 100% converted to using coal as a feedstock instead of natural gas
and (b) the Ammonia Plant has not commenced commercial operations, in each case of (a) and (b) by March 31, 2008 (subject to extension for each day of delay due to force majeure (defined as acts of God, acts of war, acts of terrorism, accidental
property damage and labor strikes) provided the Company is diligently working to meet the conditions specified in (a) and (b)), the Exercise Price existing immediately prior to such default shall, on April 1, 2008 be reduced to 50% of the Exercise
Price in effect immediately prior thereto. 
  
 4.4 Number of
Shares Adjusted. 
  
 (a) The number of shares
of Common Stock that the holder of this Warrant shall be entitled to receive upon exercise of this Warrant after the occurrence of any issuance or event specified in Section 4.1 and Section 4.2 shall be increased to a number determined by
multiplying the number of shares of Common Stock that would otherwise (but for the provisions of this Section 4.4) be issuable on such exercise by a fraction of which (i) the numerator is the Exercise Price that would otherwise (but for the
provisions of Section 4.1 or Section 4.2 (as applicable)) be in effect, and (ii) the denominator is the Exercise Price in effect on the date of such exercise. 
  

(b) If the Securities and Exchange Commission has not declared the Registration Statement (as defined in the Registration Rights
Agreement between Holder and the Company to be entered into concurrently with the issuance of this Warrant) effective in accordance with the time period set froth in Section 2(b) of the Registration Rights Agreement, the number of shares of Common
Stock that the holder of this Warrant shall be entitled to receive upon exercise of this Warrant shall be increased by 12,500 shares for each thirty (30) day period of delay (prorated for partial periods) at the Exercise Price in effect immediately
prior to such increase. 
  
 5. Certificate as to
Adjustments. In each case of any adjustment or readjustment in the Exercise Price or shares of Common Stock (or Other Securities) issuable on the exercise of the Warrant, the Company at its expense will promptly cause its Chief Financial Officer
or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment
or readjustment is based, including a statement of (a) the consideration received or receivable by the Company for any additional shares of Common Stock (or Other Securities) issued or sold or deemed to have been issued or sold, (b) the number of
shares of Common Stock (or Other Securities) outstanding or deemed to be outstanding, and (c) the Exercise Price and the number of shares of Common Stock to be received upon exercise of this Warrant, in effect immediately prior to such adjustment or

  

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 readjustment and as adjusted or readjusted as provided in this Warrant. The Company will forthwith mail a copy of each
such certificate to the holder of the Warrant and any Warrant agent of the Company (appointed pursuant to Section 10 hereof). 
  
 6. Reservation of Stock, Etc., Issuable on Exercise of Warrant. The Company will at all times reserve and keep available, solely for issuance and
delivery on the exercise of the Warrant, shares of Common Stock (or Other Securities) from time to time issuable on the exercise of the Warrant. 
  
 7. Assignment; Exchange of Warrant. Subject to compliance with applicable securities laws, this Warrant, and the rights evidenced hereby, may be
transferred by any registered holder hereof (a “Transferor”) in whole or in part. On the surrender for exchange of this Warrant, with the Transferor’s endorsement in the form of Exhibit B attached hereto (the “Transferor
Endorsement Form”) and together with evidence reasonably satisfactory to the Company demonstrating compliance with applicable securities laws, which shall include, without limitation, a legal opinion from the Transferor’s counsel that such
transfer is exempt from the registration requirements of applicable securities laws, the Company at its expense but with payment by the Transferor of any applicable transfer taxes) will issue and deliver to or on the order of the Transferor thereof
a new Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of
Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. Notwithstanding the foregoing, any transfer to a lineal descendant of Edward D. and Anna Mitchell and their affiliates as contemplated by the Securities
Purchase Agreement between the Company and the original Holder of this Warrant shall be approved without delivery of any legal opinion or other condition. 
  
 8. Replacement of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this
Warrant and, in the case of any such loss, theft or destruction of this Warrant, on delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and
cancellation of this Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Warrant of like tenor. 
  
 9. Registration Rights. The Holder of this Warrant has been granted certain registration rights by the Company. These registration rights are set
forth in a Registration Rights Agreement entered into by the Company and Purchaser dated as of even date of this Warrant. 
  
 10. Warrant Agent. The Company may, by written notice to the each Holder of the Warrant, appoint an agent for the purpose of issuing Common Stock
(or Other Securities) on the exercise of this Warrant pursuant to Section 1, exchanging this Warrant pursuant to Section 7, and replacing this Warrant pursuant to Section 8, or any of the foregoing, and thereafter any such issuance, exchange or
replacement, as the case may be, shall be made at such office by such agent. 
  

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 11. Transfer on the Company’s Books. Until this Warrant is transferred on the books of the
Company, the Company may treat the registered holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary. 
  
 12. Notices, Etc. All notices and other communications from the Company to the Holder of this Warrant shall be mailed by first class registered or
certified mail, postage prepaid, at such address as may have been furnished to the Company in writing by such Holder or, until any such Holder furnishes to the Company an address, then to, and at the address of, the last Holder of this Warrant who
has so furnished an address to the Company. 
  
 13. Voluntary
Adjustment by the Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company. 
  
 14. Miscellaneous. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. This Warrant shall be governed by and construed in accordance with the laws
of State of Colorado without regard to principles of conflicts of laws. Any action brought concerning the transactions contemplated by this Warrant shall be brought only in the state courts of Colorado or in the federal courts located in the State
of Colorado. The individuals executing this Warrant on behalf of the Company agree to submit to the jurisdiction of such courts and waive trial by jury. The prevailing party shall be entitled to recover from the other party its reasonable
attorney’s fees and costs. In the event that any provision of this Warrant is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and
shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Warrant. The headings in
this Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other
provision. The Company acknowledges that legal counsel participated in the preparation of this Warrant and, therefore, stipulates that the rule of construction that ambiguities are to be resolved against the drafting party shall not be applied in
the interpretation of this Warrant to favor any party against the other party. 
  
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 SIGNATURE PAGE FOLLOWS.] 
  

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 IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above. 

 

			
	Rentech, Inc., a Colorado corporation
		
	By:	 	 /s/ Dennis L. Yakobson


	Name:	 	Dennis L. Yakobson
	Title:	 	President and Chief Executive Officer
		
	By:	 	 /s/ Ronald C. Butz


	Name:	 	Ronald C. Butz
	Title:	 	Secretary


  

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