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.


	
  Number of Units:

  	
                             

  
	
  Purchase Price
  Per Unit:

  	
  $                           

  
	
  Aggregate
  Purchase Price:

  	
  $                           

  
			



 


Please confirm that the foregoing correctly sets forth
the agreement between us by signing in the space provided below for that
purpose.


	
  

  	
  Dated as of:

  	
  , 2007

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PURCHASER

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Print

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  
	
  Agreed and
  Accepted

  	
   

  	
   

  
	
  this    day
  of                  ,
  2007:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  RENTECH, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
									



 



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ANNEX I


TERMS AND CONDITIONS FOR
PURCHASE OF SHARES


1.                     Authorization and Sale of
the Securities.  Subject to
the terms and conditions of this Agreement, the Company has authorized the sale
of the Securities.


2.                     Agreement to Sell and
Purchase the Securities; Placement Agent.


2.1                   At the Closing (as defined in
Section 3.1), the Company will sell to the Purchaser, and the Purchaser will
purchase from the Company, upon the terms and conditions set forth herein, the
number of Securities set forth on the last page of the Agreement to which these
Terms and Conditions for Purchase of Securities are attached as Annex I (the “Signature
Page”) for the aggregate purchase price therefor set forth on the Signature
Page.


2.2                   The Company proposes to enter
into substantially this same form of Subscription Agreement with certain other
purchasers (the “Other Purchasers”) and expects to complete sales of Securities
to them.  The Purchaser and the Other
Purchasers are hereinafter sometimes collectively referred to as the “Purchasers,”
and this Agreement and the Subscription Agreements executed by the Other
Purchasers are hereinafter sometimes collectively referred to as the “Agreements.”


2.3                   Purchaser acknowledges that
the Company intends to pay Credit Suisse Securities (USA) LLC (the “Placement
Agent”) a fee (the “Placement Fee”) in respect of the sale of Securities to the
Purchaser.


2.4                   The Company has entered into
the Placement Agent Agreement, dated April __, 2007 (the “Placement Agreement”),
with the Placement Agent that contains certain representations, warranties,
covenants, and agreements of the Company that may be relied upon by the
Investor, which shall be a third party beneficiary thereof.  A copy of the Placement Agreement is available
upon request by contacting the Placement Agent.


3.                     Closings and Delivery of
the Securities and Funds.


3.1                   Closing.  The completion of the purchase and sale of
the Securities (the “Closing”) shall occur at a place and time (the “Closing
Date”) to be specified by the Company and the Placement Agent, and of which the
Purchasers will be notified in advance by the Placement Agent, in accordance
with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”).  At the
Closing, (a) the Company shall cause the Transfer Agent to deliver to the
Purchaser the number of Securities set forth on the Signature Page registered
in the name of the Purchaser or, if so indicated on the Purchaser Questionnaire
attached hereto as Exhibit A, in the name of a nominee designated by the
Purchaser, (b) the Company shall cause to be delivered to the Purchaser a
Warrant to purchase a number of whole Warrant Shares determined by multiplying
the number of Shares set forth on the signature page by the Warrant Ratio and
rounding down to the nearest whole number, and (c) the aggregate purchase price
for the Securities being purchased by the Purchaser will be delivered by or on
behalf of the Purchaser to the Company.













3.2                   (a)          Conditions to the Company’s Obligations.  The Company’s obligation to issue and sell
the Securities to the Purchaser shall be subject to: (a) the receipt by the
Company of the purchase price for the Securities being purchased hereunder as
set forth on the Signature Page and (b) the accuracy of the representations and
warranties made by the Purchaser and the fulfillment of those undertakings of
the Purchaser to be fulfilled prior to the Closing Date.


(b)                   Conditions
to the Purchaser’s Obligations. 
The Purchaser’s obligation to purchase the Securities will be subject to
the accuracy of the representations and warranties made by the Company and the
fulfillment of those undertakings of the Company to be fulfilled prior to the
Closing Date, including without limitation, those contained in the Placement
Agreement, and to the condition that the Placement Agent shall not have: (a)
terminated the Placement Agreement pursuant to the terms thereof or (b)
determined that the conditions to the closing in the Placement Agreement have
not been satisfied. The Purchaser’s obligations are expressly not conditioned
on the purchase by any or all of the Other Purchasers of the Securities that
they have agreed to purchase from the Company.


3.3                   Delivery of
Funds.  No later than one (1)
business day after the execution of this Agreement by the Purchaser and the
Company, the Purchaser shall remit by wire transfer the amount of funds equal
to the aggregate purchase price for the Securities being purchased by the
Purchaser to the following account designated by the Company and the Placement Agent
pursuant to the terms of that certain Escrow Agreement (the “Escrow Agreement”)
dated as of                       , 2007,
by and among the Company, the Placement Agent and JPMorgan Chase Bank, N.A.
(the “Escrow Agent”):


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


Such funds shall be held in escrow by the Escrow Agent
on behalf of the Purchasers.  On the date
of Closing, upon the satisfaction, in the sole judgment of the Placement Agent,
of the conditions set forth in Section 3.2(b) hereof, the Placement Agent shall
deliver such funds to the Company; provided, that that a portion of the
escrowed funds shall be withheld by the Placement Agent and applied to the
Placement Fee.  Other than as set forth
above, the Placement Agent shall have no rights in or to any of the escrowed
funds.


The Purchaser hereby acknowledges that the Escrow
Agent shall not be liable under the Escrow Agreement or this Agreement, except
for its own gross negligence or willful misconduct. 



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3.4                   Delivery of
Securities.  No later than one
(1) business day after the execution of this Agreement by the Purchaser and the
Company, the Purchaser shall direct the broker-dealer at which the account or
accounts to be credited with the Securities being purchased by such Purchaser
are maintained, which broker/dealer shall be a DTC participant, to set up a
Deposit/Withdrawal at Custodian (“DWAC”) instructing Computershare Trust
Company Inc., the Company’s transfer agent, to credit such account or accounts
with the Securities by means of an electronic book-entry delivery. Such DWAC
shall indicate the settlement date for the deposit of the Securities, which
date shall be provided to the Purchaser by the Placement Agent.  Simultaneously with the delivery to the
Company by the Placement Agent of the funds held in escrow pursuant to Section
3.3 above, the Company shall direct its transfer agent to credit the Purchaser’s
account or accounts with the Securities pursuant to the information contained
in the DWAC.


4.                     Representations,
Warranties and Covenants of the Purchaser.


4.1                   The Purchaser represents and
warrants to, and covenants with, the Company that (a) the Purchaser is
knowledgeable, sophisticated and experienced in making, and is qualified to
make decisions with respect to, investments in shares presenting an investment
decision like that involved in the purchase of the Securities, including
investments in securities issued by the Company and investments in comparable
companies, and has requested, received, reviewed and considered all information
it deemed relevant in making an informed decision to purchase the Securities,
(b) the Purchaser is acquiring the number of Securities set forth on the
Signature Page hereto in the ordinary course of its business and for its own
account; (c) the Purchaser will not, directly or indirectly, offer, sell, pledge,
transfer or otherwise dispose of (or solicit any offers to buy, purchase or
otherwise acquire or take a pledge of) any of the Securities except in
compliance with the Securities Act, applicable state securities laws and their
prospective rules and regulations promulgated thereunder; (d) the Purchaser has
answered all questions on the Signature Page and the Purchaser Questionnaire
for use in preparation of the Prospectus Supplement and the answers thereto are
true and correct as of the date hereof and will be true and correct as of the
Closing Date; (e) the Purchaser, in connection with its decision to purchase
the number of Securities set forth on the Signature Page, is relying only upon
the General Disclosure Package, the documents incorporated by reference therein
and the representations and warranties of the Company contained herein; (f)
Purchaser is aware of the Company’s Shareholder Rights Plan dated as of January
18, 2005, as amended, and (g) the Purchaser, after giving effect to the
transactions contemplated hereby, will not, either individually or with a group
(as defined in Section 13(d)(3) of the Exchange Act), be the beneficial owner
of 15% or more of the Company’s outstanding Common Stock.  For purpose of this Section 4.1, beneficial
ownership shall be determined pursuant to Rule 13d-3 under the Exchange Act.


4.2                   The Purchaser acknowledges,
represents and agrees that no action has been or will be taken in any
jurisdiction outside the United States by the Company or any Placement Agent
that would permit an offering of the Securities, or possession or distribution
of offering materials in connection with the issue of the Securities in any
jurisdiction outside the United States where action for that purpose is
required.  Each Purchaser outside the United
States will comply with 



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all applicable laws and
regulations in each foreign jurisdiction in which it purchases, offers, sells
or delivers Securities or has in its possession or distributes any offering
material, in all cases at its own expense. 
The Placement Agent is not authorized to make and have not made any
representation or use of any information in connection with the issue,
placement, purchase and sale of the Securities, except as set forth or
incorporated by reference in the Prospectus.


4.3                   The Purchaser further
represents and warrants to, and covenants with, the Company that (a) the
Purchaser has full right, power, authority and capacity to enter into this
Agreement and to consummate the transactions contemplated hereby and has taken
all necessary action to authorize the execution, delivery and performance of
this Agreement, and (b) this Agreement constitutes a valid and binding
obligation of the Purchaser enforceable against the Purchaser in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ and contracting parties’ rights generally and except as
enforceability may be subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law)
and except as the indemnification agreements of the Purchasers herein may be
legally unenforceable.


4.4                   The Purchaser understands
that nothing in this Agreement, the Prospectus or any other materials presented
to the Purchaser in connection with the purchase and sale of the Securities
constitutes legal, tax or investment advice. 
The Purchaser has consulted such legal, tax and investment advisors as
it, in its sole discretion, has deemed necessary or appropriate in connection
with its purchase of Securities.


4.5                   The Purchaser represents,
warrants and agrees that, since the earlier to occur of (i) the date on which
the Placement Agent first contacted such Purchaser about the Offering and (ii)
the date of this Agreement, it has not engaged in any transactions in the
securities of the Company (including, without limitation, any Short Sales
involving the Company’s securities).  The
Purchaser covenants that it will not engage in any transactions in the
securities of the Company (including Short Sales) prior to the time that the
transactions contemplated by this Agreement are publicly disclosed.  For purposes hereof, “Short Sales” include,
without limitation, all “short sales” as defined in Rule 200 promulgated under
Regulation SHO under the Exchange Act, whether or not against the box, and all
types of direct and indirect stock pledges, forward sales contracts, options,
puts, calls, short sales, swaps, “put equivalent positions” (as defined in Rule
16a-1(h) under the Exchange Act) and similar arrangements (including on a total
return basis), and sales and other transactions through non-US broker dealers
or foreign regulated brokers.


5.             Survival
of Representations, Warranties and Agreements; Third Party Beneficiary.  Notwithstanding any investigation made by any
party to this Agreement or by the Placement Agent, all covenants, agreements,
representations and warranties made by the Company and the Purchaser herein
will survive the execution of this Agreement, the delivery to the Purchaser of
the Securities being purchased and the payment therefor.  The Placement Agent shall be a third party
beneficiary with respect to representations, warranties and agreements of the
Purchaser in Section 4 hereof.



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6.                     Notices.  All notices, requests, consents and other
communications hereunder will be in writing, will be mailed (a) if within the
domestic United States by first-class registered or certified airmail, or
nationally recognized overnight express courier, postage prepaid, or by
facsimile or (b) if delivered from outside the United States, by International
Federal Express or facsimile, and will be deemed given (i) if delivered by
first-class registered or certified mail domestic, three business days after so
mailed, (ii) if delivered by nationally recognized overnight carrier, one
business day after so mailed, (iii) if delivered by International Federal
Express, two business days after so mailed and (iv) if delivered by facsimile,
upon electric confirmation of receipt and will be delivered and addressed as
follows:


(a)                   if to the Company, to:


Rentech, Inc.


10877
Wilshire Blvd, Suite 710


Los
Angeles, CA 90024


Attention:  General
Counsel


with a copy to:


Latham
& Watkins LLP


140
Scott Drive


Menlo
Park, California  94025


Attention:  Anthony J. Richmond, Esq.


(b)                   if to the Purchaser, at its
address on the Signature Page hereto, or at such other address or addresses as
may have been furnished to the Company in writing.


7.                     Changes.  This Agreement may not be modified or amended
except pursuant to an instrument in writing signed by the Company and the
Purchaser.


8.                     Headings.  The headings of the various sections of this
Agreement have been inserted for convenience of reference only and will not be
deemed to be part of this Agreement.


9.                     Severability.  In case any provision contained in this
Agreement should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein will not in any way be affected or impaired thereby.


10.                  Governing Law.  This Agreement will be governed by, and
construed in accordance with, the internal laws of the State of New York,
without giving effect to the principles of conflicts of law that would require
the application of the laws of any other jurisdiction.


11.                  Counterparts.  This Agreement may be executed in two or more
counterparts, each of which will constitute an original, but all of which, when
taken together, will constitute but one instrument, and will become effective
when one or more counterparts have been signed by each party hereto and
delivered to the other parties.  The
Company and the Purchaser acknowledge and agree that the Company shall deliver
its counterpart to the Purchaser along with the 



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Prospectus Supplement (or
the filing by the Company of an electronic version thereof with the
Commission).


12.                  Confirmation of Sale.  The Purchaser acknowledges and agrees that
such Purchaser’s receipt of the Company’s counterpart to this Agreement,
together with the Prospectus Supplement (or the filing by the Company of an
electronic version thereof with the Commission), shall constitute written
confirmation of the Company’s sale of Securities to such Purchaser.


13.                  Termination. In the event that
the Placement Agreement is terminated by the Placement Agent pursuant to the
terms thereof, this Agreement shall terminate without any further action on the
part of the parties hereto.


14.                  Third Party
Beneficiary.  Except as
expressly set forth in Section 2.4 and Section 5 hereof, nothing in this
Agreement shall create or be deemed to create any rights in any person or
entity not a party to this Agreement.


15.                  Entire Agreement.  This Agreement constitutes the entire
agreement among the parties hereof with respect to the subject matter hereof
and supersedes all prior agreements and understandings, both oral and written,
between the parties with respect to the subject matter hereof and thereof.



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EXHIBIT A


RENTECH, INC.


PURCHASER QUESTIONNAIRE


Pursuant to Section 3 of Annex I to the Agreement,
please provide us with the following information:


1.                                       The
exact name that your Shares and Warrants are to be registered in.  You may use a nominee name if appropriate:


2.                                       The
relationship between the Purchaser and the registered holder listed in response
to item 1 above:


3.                                       The
mailing address of the registered holder listed in response to item 1 above:


4.                                       The
Social Security Number or Tax Identification Number of the registered holder
listed in the response to item 1 above:


5.                                       Name
of DTC Participant (broker-dealer at which the account or accounts to be
credited with the Securities are maintained):


6.                                       DTC
Participant Number:  


7.                                       Name
of Account at DTC Participant being credited with the Securities:


8.                                       Account
Number at DTC Participant being credited with the Securities:



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