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EXHIBIT A
REGISTRATION RIGHTS AGREEMENT
THIS AGREEMENT is made and entered into this ------ day of October,
1997, between RENTECH, INC., a Colorado corporation ("Company") and
----------------------------------------------------- ("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 (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, together with 550,000 shares of Common Stock, 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.
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6. Indemnification. If any Registrable Securities are included in
a registration statement:
(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
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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).
(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: (signature)
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Xxxxxx X. Xxxxxxxx, President
HOLDER:
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