0001193125-04-214595 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 16th, 2004 • Rentech Inc /Co/ • Paints, varnishes, lacquers, enamels & allied prods • Colorado

This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and between Investor and the Company (the “Securities Purchase Agreement”), and pursuant to the Note and the Warrants referred to therein.

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STOCK PURCHASE AGREEMENT BY AND BETWEEN RENTECH DEVELOPMENT CORPORATION AND ROYSTER-CLARK, INC. DATED AS OF DECEMBER 10, 2004
Stock Purchase Agreement • December 16th, 2004 • Rentech Inc /Co/ • Paints, varnishes, lacquers, enamels & allied prods • New York

STOCK PURCHASE AGREEMENT, dated as of December 10, 2004 (this “Agreement”), by and between RENTECH DEVELOPMENT CORPORATION, a Colorado corporation (“Buyer”), and ROYSTER-CLARK, INC., a Delaware corporation (“Seller”).

EX-10.2 PROMISSORY NOTE with C. David Callaham
Promissory Note • December 16th, 2004 • Rentech Inc /Co/ • Paints, varnishes, lacquers, enamels & allied prods • Colorado

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. EXCEPT AS CONTEMPLATED BY THE SECURITIES PURCHASE AGREEMENT BETWEEN RENTECH, INC. AND THE ORIGINAL HOLDER OF THIS NOTE, THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO RENTECH, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

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