AGREEMENT AND PLAN OF MERGER by and among RENTECH, INC., “Parent”, RTK ACQUISITION SUB, INC., “Merger Sub”, RTK ACQUISITION SUB, LLC, “Second Merger Sub”, SILVAGAS HOLDINGS CORPORATION, “Company”,Agreement and Plan of Merger • June 24th, 2009 • Rentech Inc /Co/ • Paints, varnishes, lacquers, enamels & allied prods • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of June 23, 2009, is by and among Rentech, Inc., a Colorado corporation (“Parent”), RTK Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), RTK Acquisition Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“Second Merger Sub”), SilvaGas Holdings Corporation, a Delaware corporation (“Company”), Milton Farris, as Stockholder Representative (“Stockholder Representative”), John A. Williams (the “Principal Stockholder”) and each of the stockholders of Company set forth on Exhibit A hereto (including the Stockholder Representative and the Principal Stockholder, each a “Stockholder” and collectively the “Stockholders”) who becomes a signatory to this Agreement pursuant to Section 8.11.
