0000950123-09-037046 Sample Contracts

PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • August 21st, 2009 • Rentech Inc /Co/ • Paints, varnishes, lacquers, enamels & allied prods • New York

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.

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SUBSCRIPTION AGREEMENT
Subscription Agreement • August 21st, 2009 • Rentech Inc /Co/ • Paints, varnishes, lacquers, enamels & allied prods • New York

This subscription agreement (this “Subscription Agreement”) is dated August 20, 2009, by and between the investor identified on the signature page hereto (“Investor”), and Rentech, Inc., a Colorado corporation (the “Company”), whereby the parties agree as follows:

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