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FORM OF REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT is made and entered into this ------ day of -----------,
1997, between RENTECH, INC., a Colorado corporation ("Company") and -------
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("Holder").
In consideration of the mutual covenants contained herein, the parties
agree as follows:
1. Definitions.
(a) The term "Act" means the Securities Act of 1933, as amended;
(b) The terms "register," "registered," and "registration" refer to
a registration effected by preparing and filing a registration statement in
compliance with the Act and the declaration or ordering of effectiveness of
such registration statement.
(c) The term "Registrable Securities" means (i) up to 1,666,667
shares of Common Stock, par value $.01 per share, of the Company issuable or
issued to those persons who purchase the Company's Ten Percent Convertible
Subordinated Notes, together with 550,000 shares of Common Stock, plus 10%
additional shares issuable as placement agent compensation, (collectively the
"Holders"), and (ii) any Common Stock of the Company issued as a dividend or
other distribution with respect to, or in exchange or in replacement of, such
Common Stock.
2. Request For Registration. Within 30 days after the Holder and other
Holders acquire the Company's Ten Percent Convertible Subordinated Notes that
may be converted into at least 1,666,667 shares of the Registrable Securities
and 550,000 shares of Common Stock, plus 10% additional shares issuable as
placement agent compensation, and (i) the Common Stock of the Company shall
then be registered pursuant to Section 12(g) under the Securities Exchange Act
of 1934 (the "1934 Act"); (ii) the Company is then current with all filing
requirements under the 1934 Act; and (iii) if the Company shall then qualify
for use of a registration statement on Form S-3 covering all such Registrable
Securities; then the Company except as otherwise provided below, shall use its
best efforts to cause the registration under the Act of all Registrable
Securities. The Company shall be obligated to effect only one registration
pursuant to this paragraph. If the Company so elects, any request for
registration under this paragraph may be for an underwritten public offering
to be managed by an underwriter or underwriters of recognized standing
reasonably acceptable to the Company. Whenever required to use its best
efforts to effect the registration of any Registrable Securities, the Company
shall, as expeditiously as reasonably possible:
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(a) Prepare and file with the Securities and Exchange Commission a
registration statement on Form S-3 with respect to such Registrable Securities
and use its best efforts to cause such registration statement to become and
remain effective; provided, however, that the Company shall in no event be
obligated to cause any such registration to remain effective for more than the
earlier of sale of all Registrable Securities covered thereby or one year
after the date which the registration statement was declared or ordered
effective.
(b) Prepare and file with the SEC such amendments and supplements to
such registration statement and the prospectus used in connection with such
registration statement as may be necessary to comply with the provisions of
the Act with respect to the disposition of all securities covered by such
registration statement.
(c) Furnish to the Holder such numbers of copies of a prospectus,
including a preliminary prospectus, in conformity with the requirements of the
Act, and such other documents as they may reasonably request in order to
facilitate the disposition of Registrable Securities owned by them.
(d) Use its best efforts to register and qualify the securities
covered by such registration statement under the securities or blue sky laws
of such other jurisdictions as shall be reasonably appropriate for the
distribution of the securities covered by the registration statement, provided
that the Company shall not be required in connection therewith or as a
condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions, and further provided
that (anything in this Agreement to the contrary notwithstanding with respect
to the bearing of expenses) if any jurisdiction in which the securities shall
be qualified shall require that expenses incurred in connection with the
qualification of the securities in that jurisdiction be borne by selling
shareholders pro rata, the Holder shall pay such costs to the extent required
by such jurisdiction.
3. Furnish Information. It shall be a condition precedent to the
obligations of the Company to take any action that the Holder shall furnish to
the Company such information regarding him or her, the Registrable Securities
held by him or her, and the intended method of disposition of such securities
as the Company shall reasonably request and as shall be required in connection
with the action to be taken by the Company.
4. Expenses of Registration. All expenses incurred in connection with a
registration pursuant to paragraph 2 (excluding underwriters' or securities
broker-dealers' discounts, commissions and expenses), including, without
limitation, all registration and qualification fees, printers' and accounting
fees, and fees and disbursements of counsel for the Company, shall be borne by
the Company.
5. Delay of Registration. Holder shall not have any right to take any
action to restrain, enjoin, or otherwise delay any registration as the result
of any controversy that might arise with respect to the interpretation or
implementation of this Agreement.
6. Indemnification. If any Registrable Securities are included in a
registration statement:
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(a) To the extent permitted by law, the Company will indemnify and
hold harmless the Holder, any underwriter (as defined in the Act) for the
Holder, and each such person, if any, who controls such Holder or underwriter
within the meaning of the Act, against any losses, claims, damages, or
liabilities, joint or several, to which they may become subject under the Act
or otherwise, insofar as such losses, claims, damages, or liabilities (or
actions in respect thereof) arise out of or are based on any untrue statement
of any material fact contained in such registration statement, including any
preliminary prospectus or final prospectus contained therein or any amendments
or supplements thereto, or arise out of or 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; and will reimburse
the Holder, such underwriter, or controlling person for any legal or other
expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, damage, liability, or action; provided,
however, that the indemnity agreement contained in this paragraph 6(a) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability, or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld) nor shall the
Company be liable in any such case for any such loss, claim, damage, liability
or action to the extent that it arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in
connection with such registration statement, preliminary prospectus, final
prospectus, or amendments or supplements thereto, in reliance upon and in
conformity with information furnished expressly for use in connection with
such registration by any such Holder, underwriter, or controlling person.
(b) To the extent permitted by law, the Holder will indemnify and
hold harmless the Company, each of its directors, each of its officers who
have signed the registration statement, each person, if any, who controls the
Company within the meaning of the Act, and each agent and any underwriter for
the Company (within the meaning of the Act) against any losses, claims,
damages, or liabilities to which the Company or any such director, officer,
controlling person, agent, or underwriter may become subject, under the Act or
otherwise, insofar as such losses, claims, damages, or liabilities (or actions
in respect thereto) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained in such registration
statement, including any preliminary prospectus or final prospectus contained
therein or any amendments or supplements thereto, 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 extend, that such
untrue statement or alleged untrue statement or omission or alleged omission
was made in such registration statement, preliminary or final prospectus, or
amendments or supplements thereto, in reliance upon and in conformity with
information furnished by the Holder expressly for use in connection with such
registration; and the Holder will reimburse any legal or other expenses
reasonably incurred by the Company or any such director, officer, controlling
person, agent, or underwriter in connection with investigating or defending
any such loss, claim, damage, liability, or action; provided, however, that
the indemnity agreement contained in this paragraph 6(b) shall not apply to
amounts paid in settlement of any such loss, claim, damage, liability, or
action if such settlement is effected without the consent of the Holder (which
consent shall not be unreasonably withheld).
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(c) Promptly after receipt by an indemnified party under this
paragraph of notice of the commencement of any action, such indemnified party
will, if a claim in respect thereof is to be made against any indemnifying
party under this paragraph, notify the indemnifying party in writing of the
commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense
thereof with counsel mutually satisfactory to the parties. The failure to
notify an indemnifying party promptly of the commencement of any such action,
if prejudicial to his ability to defend such action, shall relieve such
indemnifying party of any liability to the indemnified party under this
paragraph, but the omission to so notify the indemnifying party will not
relieve him or any liability that he may have to any indemnified party
otherwise than under this paragraph.
7. No Transfer of Registration Rights. The registration rights of the
Holder under this Agreement may not be transferred.
8. Miscellaneous.
(a) Entire Agreement. This Agreement and the documents referred to
herein constitute the entire agreement among the parties and no party shall be
liable or bound by any other party in any manner by any warranties,
representations, or covenants except as specifically set forth herein or
therein. The terms and conditions of this Agreement shall inure to the
benefit of and be binding upon the respective successors and assigns of the
parties. Nothing in this Agreement, express or implied, is intended to confer
upon any third party any rights, remedies obligations, or liabilities under or
by reason of this Agreement, except as expressly provided in this Agreement.
(b) Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Colorado.
(c) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(d) Titles and Subtitles. The titles and subtitles used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement.
(e) Rights of Holders. Each Holder shall have the absolute right
to exercise or refrain from exercising any right or rights that such Holder
may have by reason of this Agreement, including, without limitation, the right
to consent to the waiver or any obligation of the Company under this Agreement
and to enter into an agreement with the Company for the purpose of modifying
this Agreement or any agreement effecting any such modification, and such
Holder shall not incur any liability to any other Holder or Holders with
respect to exercising or refraining from exercising any such right or rights.
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(f) Time of Essence. Time is of the essence regarding performance
of all terms, provisions and conditions contained in this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
RENTECH, INC.
By: ------------------------------
Xxxxxx X. Xxxxxxxx, President
HOLDER:
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(Signature)
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