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In re:

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Chapter 11

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Rentech WP U.S. Inc., et al.,¹

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Case No. 17-12958 (CSS)

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                             Debtors.

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(Jointly Administered)

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a.

Any purchase, sale, or other transfer of equity securities of Rentech in violation of the procedures set forth herein (including the notice requirements set forth herein and in the Final Order) shall be null and void ab initio as an act in violation of the automatic stay under Bankruptcy Code Sections 362 and 105(a).

b.

To the extent they have not already done so, any person or entity (as defined in Treasury Regulations Section 1.382-3(a)(l)) who currently is or becomes a

Substantial Shareholder (as defined in Paragraph (f) below) shall file with the Court, and serve on Debtors’ counsel, (i) Latham & Watkins LLP, 355 South Grand Avenue, Suite 100, Los Angeles, California 90071-1560, (Attn: Peter M. Gilhuly, Esq.; e-mail: Peter.Gilhuly@lw.com; facsimile: (213) 891-8763), and (ii) Young Conaway Stargatt & Taylor, LLP, Rodney Square, 1000 North King Street, Wilmington, Delaware 19801, (Attn: Michael R. Nestor, Esq.; e-mail: mnestor@ycst.com; facsimile: (302) 571-1253), a notice of such status, in the form of Exhibit 1 attached to the Final Order (the “Substantial Ownership Notice”), on or before the later of (i) twenty (20) calendar days after service of this Notice and (ii) fourteen (14) calendar days after becoming a Substantial Shareholder. When filing the Substantial Ownership Notice with the Court (but not when serving such notice to the Debtors’ counsel), the Substantial Shareholder may redact the number of shares of Rentech stock that the Substantial Shareholder beneficially owns.

c.

At least fourteen (14) calendar days prior to effectuating any transfer of equity securities (including Options to acquire such securities, as defined in Paragraph (f) below) that would result in an increase in the amount of Stock (as defined in Paragraph (f) below) beneficially owned by a Substantial Shareholder (as defined in Paragraph (f) below) or would result in a person or entity becoming a Substantial Shareholder, such Substantial Shareholder (or person or entity that may become a Substantial Shareholder) shall file with the Court, and serve on counsel to the Debtors, advance written notice, in the form of Exhibit 2 attached to the Final Order, of the intended transfer of equity securities (the “Equity Acquisition Notice”). When filing the Equity Acquisition Notice with the Court (but not when serving such notice to the Debtors’ counsel), the Substantial Shareholder may redact the number of shares of Rentech stock that the Substantial Shareholder beneficially owns, the amount of additional shares or options they propose to purchase or acquire, and the number of shares or options they will beneficially own after such transfer becomes effective.

d.

At least fourteen (14) calendar days prior to effectuating any transfer of equity securities (including Options to acquire such securities, as defined in Paragraph (f) below) that would result in a decrease in the amount of Stock (as defined in Paragraph (f) below) beneficially owned by a Substantial Shareholder (as defined in Paragraph (f) below) or would result in a person or entity ceasing to be a Substantial Shareholder, such Substantial Shareholder shall file with the Court, and serve on counsel to the Debtors, advance written notice, in the form of Exhibit 3 attached to the Final Order (the “Equity Disposition Notice”), of the intended transfer of equity securities (the Equity Acquisition Notice and the Equity Disposition Notice, each a “Notice of Proposed Transfer”). When filing the Equity Disposition Notice with the Court (but not when serving such notice to the Debtors’ counsel), the Substantial Shareholder may redact the number of shares of Rentech stock that the Substantial Shareholder beneficially owns, the amount of shares or options they propose to sell, trade or otherwise transfer, and the number of shares or options they will beneficially own after such transfer becomes effective.

e.

The Debtors shall have seven (7) calendar days after receipt of a Notice of Proposed Transfer to file with the Court and serve on such Substantial Shareholder (as defined in Paragraph (f) below) (or person or entity that may become a Substantial Shareholder) an objection to any proposed transfer of equity securities described in the Notice of Proposed Transfer on the grounds that such transfer may adversely affect the Debtors’ ability to utilize their Tax Attributes. If the Debtors file an objection, such transaction will not be effective unless approved by a final and non-appealable order of the Court. If the Debtors do not object within such 7-day period, such transaction may proceed solely as set forth in the Notice of Proposed Transfer. Further transactions within the scope of this Paragraph (e) must be the subject of additional notices as set forth herein, with an additional 7-day waiting period.

f.

For purposes of these procedures, (A) a “Substantial Shareholder” is any person or entity (as defined in Treasury Regulations Section 1.382-3(a)) which beneficially owns at least 4.5% of all issued and outstanding shares (equal to, as of the Petition Date, approximately 1,048,500 shares) of the common stock of Rentech (the “Stock”), and (B) “beneficial ownership” (or any variation thereof of the Stock and Options to acquire the Stock) shall be determined in accordance with applicable rules under Section 382, Treasury Regulations promulgated thereunder, and rulings issued by the IRS, and thus, to the extent provided therein, from time to time shall include, without limitation, (i) direct and indirect ownership (e.g., a holding company would be considered to beneficially own all shares owned or acquired by its subsidiaries); (ii) ownership by the holder’s family members and persons acting in concert with the holder to make a coordinated acquisition of stock; and (iii) ownership of an Option to acquire the Stock, but only to the extent such Option is treated as exercised under Treasury Regulations Section 1.382-4(d). An “Option” to acquire stock includes any contingent purchase, warrant, convertible debt, put, stock subject to risk of forfeiture, contract to acquire stock, or similar interest, regardless of whether it is contingent or otherwise not currently exercisable.

Dated: January 29, 2018

YOUNG CONAWAY STARGATT & TAYLOR, LLP

            Wilmington, Delaware

/s/ Michael R. Nestor                                                 

Michael R. Nestor (No. 3526)

Matthew B. Lunn (No. 4119)

Rodney Square

1000 North King Street

Wilmington, DE 19801

Telephone: (302) 571-6600

Facsimile: (302) 571-1253

E-mail: mnestor@ycst.com

             mlunn@ycst.com

- and -

Peter M. Gilhuly (admitted pro hac vice)

Kimberly A. Posin (admitted pro hac vice)

Adam E. Malatesta (admitted pro hac vice)

LATHAM & WATKINS LLP

355 South Grand Avenue, Suite 100

Los Angeles, California 90071-1560

Telephone: (213) 485-1234

Facsimile: (213) 891-8763

E-mail: Peter.Gilhuly@lw.com

             Kim.Posin@lw.com

             Adam.Malatesta@lw.com

Counsel for Debtors and Debtors-in-Possession