Exhibit 10.1





Exhibit 10.1




REGISTRATION RIGHTS AGREEMENT




by and among




CATALYTIC SOLUTIONS, INC.




and




THE INVESTOR PARTIES HERETO




dated as of




October 15, 2010



 


 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	1. Definitions
	 	 	1	 
	 
	 	 	 	 
	2. Demand Registrations
	 	 	3	 
	 
	 	 	 	 
	3. Piggyback Registrations
	 	 	4	 
	 
	 	 	 	 
	4. Lock-Up Arrangements
	 	 	5	 
	 
	 	 	 	 
	5. Registration Procedures
	 	 	6	 
	 
	 	 	 	 
	6. Registration Expenses
	 	 	8	 
	 
	 	 	 	 
	7. Indemnification
	 	 	9	 
	 
	 	 	 	 
	8. Participation in Underwritten Registrations
	 	 	11	 
	 
	 	 	 	 
	9. Rule 144 Reporting
	 	 	11	 
	 
	 	 	 	 
	10. Miscellaneous
	 	 	11	 






 


 









 







REGISTRATION RIGHTS AGREEMENT




This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of
October 15, 2010, by and between Catalytic Solutions, Inc., a California corporation (the
“Company”), and each other party that is a signatory hereto (each a “Purchaser”
and collectively the “Purchasers”).



Recital




The parties have agreed to enter into this Agreement in connection with, and as a condition to
the Closing under, the Securities Purchase Agreement, dated as of May 28, 2010, by and between the
Company and the Purchasers (the “Purchase Agreement”).



Agreement




NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for
other good and valuable consideration the receipt and adequacy of which are hereby acknowledged,
the Company and the Purchaser agree as follows:



1. Definitions. In addition to the terms defined elsewhere in this Agreement,
(a) capitalized terms that are not otherwise defined herein have the meanings given to such terms
in the Purchase Agreement, and (b) the following terms have the meanings here set forth.



“1933 Act” means the Securities Act of 1933, as amended.



“1934 Act” means the Securities Exchange Act of 1934, as amended.



“Agreement” has the meaning set forth in the preamble to this Agreement.



“Closing” means the Final Closing, as defined in the Purchase Agreement.



“Company Common Stock” means the Class B Common Stock, no par value, of the Company.



“Company” has the meaning set forth in the preamble to this Agreement.



“Demand Registration” has the meaning set forth in Section 2.1.



“Market Price” means, on any Trading Day, the volume weighted average price per share
of Shares on a “regular way” basis on the NASDAQ Capital Market System (or if Shares are not then
listed on the NASDAQ Capital Market System, such other securities exchange and/or quotation system
on which Shares are then listed and/or quoted).



“Note Shares” means the shares of Company Common Stock to be issued to the holders of
the Notes to be purchased pursuant to the Purchase Agreement upon the conversion thereof.



“Offer” has the meaning set forth in Section 10.


 


 









 





“Offered Securities” has the meaning set forth in Section 10.



“Person” means any individual, partnership, joint venture, corporation, limited
liability entity, trust, joint venture, unincorporated organization or other entity (including a
governmental entity).



“Piggyback Registration” has the meaning set forth in Section 3.1.



“Purchase Agreement” has the meaning set forth in the recital to this Agreement.



“Qualified Holders” mean the holders of a majority of the Registrable Securities then
outstanding.



“Registrable Securities” means (a) the Shares and (b) any equity securities of the
Company or CDTI, as applicable, issued or issuable with respect to any of the Shares by way of a
stock dividend or stock split or in connection with a combination of shares, recapitalization,
merger, consolidation or other reorganization or similar transaction. As to any particular
Registrable Securities, such securities shall cease to be Registrable Securities when (i) they have
been distributed to the public pursuant to an offering registered under the 1933 Act, (ii) they
have been sold to the public through a broker, dealer or market maker in compliance with Rule 144
or (iii) all Registrable Securities are then eligible for resale in a single sale without
registration and without being limited to any volume, time or manner of sale limitations under
Rule 144.



“Registration Request” has the meaning set forth in Section 10.



“Rule 144” means Rule 144 under the 1933 Act (or any successor rule then in effect).



“Rule 145” means Rule 145 under the 1933 Act (or any successor rule then in effect).



“SEC” means the U.S. Securities and Exchange Commission.



“Shares” means (i) prior to the Merger Closing, the Note Shares, and (ii) from and
after the Merger Closing, the shares of CDTI Common Stock to be issued in exchange for the Note
Shares pursuant to the Merger Agreement.



“Shelf Registration” has the meaning set forth in Section 2.1.



“Stockholder” has the meaning set forth in the preamble to this Agreement.



“Suspension Period” has the meaning set forth in Section 5.2.



“Trading Day” means (a) any day on which the Shares are listed or quoted and traded on
the NASDAQ Global Market or (b) if trading ceases to occur on the NASDAQ Global Market (or any
successor thereto), any Business Day.



“Violation” has the meaning set forth in Section 7.1.


 


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2. Demand Registrations.



2.1 Requests for Registration. At any time from and after the Final Closing, the
Qualified Holders may, subject to the terms hereof, including Section 2.2,
Section 2.4, Section 4.1 and Section 10, request registration under
the 1933 Act of all or any portion of their Registrable Securities (a “Demand
Registration”). Each request for a Demand Registration shall specify the approximate number of
Registrable Securities requested to be registered and the intended method of distribution. Within
ten days after receipt of any such request, the Company shall give written notice of such requested
registration to all other holders of Registrable Securities and, subject to Section 2.3,
shall include as part of such Demand Registration all Registrable Securities with respect to which
the Company has received written requests for inclusion therein within 15 days after the receipt of
the Company’s notice by such holders. If the Company is eligible to file with the SEC a
registration statement on Form S-3 (or any successor form), the holders of a majority of the
Registrable Securities which are included in a Demand Registration may require the Company to file
such Demand Registration with the SEC for an offering on a delayed or continuous basis in
accordance with and pursuant to Rule 415 promulgated under the 1933 Act (or any successor rule then
in effect) (a “Shelf Registration”).



2.2 Limitations on Demand Registrations. The holders of the Registrable Securities
shall be entitled to request three Demand Registrations with respect to Registrable Securities;
provided, however, that a Demand Registration requested pursuant to this Agreement shall not be
deemed to have been effected for purposes of this Section 2.2 unless (i) it has been
declared effective by the SEC (or becomes automatically effective upon filing with the SEC),
(ii) it has remained effective for the period set forth in Section 5.2, (iii) holders of
Registrable Securities included in such registration have not withdrawn sufficient Registrable
Securities from such registration such that the remaining holders of Registrable Securities
requesting registration would not have been able to request registration under the provisions of
Section 2.1, and (iv) the offering of Registrable Securities pursuant to such registration
is not subject to any stop order, injunction or other order or requirement of the SEC or other
applicable governmental entity.



2.3 Priority on Demand Registrations. The Company shall not include in any Demand
Registration any securities that are not Registrable Securities without the prior written consent
of the Qualified Holders. If a Demand Registration is an underwritten offering and the managing
underwriters advise the Company in writing that in their opinion the number of Registrable
Securities requested to be included in such offering, and if permitted hereunder, other securities
requested to be included in such offering, exceeds the number of securities which can be sold
therein without adversely affecting the marketability of the offering and within a price range
acceptable to the holders of a majority of the Registrable Securities requested to be registered,
the Company shall first include in such registration, prior to the inclusion of any securities
which are not Registrable Securities, the Registrable Securities requested to be included which in
the opinion of such underwriters can be sold without adversely affecting the marketability of the
offering, pro rata among the respective holders thereof on the basis of the amount of Registrable
Securities owned by each such requesting holder.


 


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2.4 Restrictions on Registration. The Company shall not be obligated to effect any
Demand Registration within 90 days after the effective date of a previous Demand Registration.
The Company may postpone for up to 45 days the filing or the effectiveness of a registration
statement for a Demand Registration if the Company furnishes to the Qualified Holders a certificate
of the Company signed by the Chief Financial Officer of the Company stating that such Demand
Registration would reasonably be expected to have a material adverse effect on any proposal or plan
by the Company to engage in any material financing, acquisition of assets (other than in the
ordinary course of business) or any merger, consolidation, tender offer, reorganization or other
significant transaction; provided, that, in such event, the holders of Registrable Securities
initially requesting such Demand Registration shall be entitled to withdraw such request and, if
such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand
Registrations hereunder; and provided, further, that the Company may not exercise its right to
defer the filing or effectiveness of a registration statement for a Demand Registration more than
once in any 12-month period.



2.5 Selection of Underwriters. The holders of a majority of the Registrable
Securities included in any Demand Registration shall have the right to select the investment
banker(s) and/or manager(s) to administer the offering in connection with any Demand Registration,
subject to the approval of the Company (which approval shall not be unreasonably withheld or
delayed).



3. Piggyback Registrations.



3.1 Right to Piggyback. Whenever the Company proposes to register any of its
securities under the 1933 Act (for its own account or for the account of any other holder of its
securities) (other than pursuant to (i) a Demand Registration which shall be governed by
Section 2 or (ii) a registration related solely to employee benefit plans or a Rule 145
transaction), and the registration form to be used may be used for the registration of Registrable
Securities (a “Piggyback Registration”), the Company shall give prompt written notice to
all holders of Registrable Securities of its intention to effect such a registration and, subject
to the terms hereof, including Section 10, shall include in such registration all
Registrable Securities with respect to which the Company has received written requests for
inclusion therein within 21 days after such holders receive the Company’s notice.



3.2 Priority on Primary Registrations. If a Piggyback Registration is an underwritten
primary registration on behalf of the Company, and the managing underwriters advise the Company in
writing that in their opinion the number of securities requested to be included in such
registration exceeds the number of securities which can be sold therein without adversely affecting
the marketability of the offering, the Company shall include in such registration (a) first, the
securities that the Company proposes to sell, (b) second, the Registrable Securities requested to
be included in such registration, pro rata among the respective holders thereof on the basis of the
amount of Registrable Securities owned by each such requesting holder and (c) third, other
securities requested to be included in such registration. Notwithstanding the foregoing, the
holders of Registrable Securities shall be entitled to include in any such registration of the
Company’s securities at least 20% of the aggregate amount of securities registered in such
registration.


 


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3.3 Priority on Other Registrations. If a Piggyback Registration is an underwritten
secondary registration on behalf of holders of the Company’s securities other than holders of
Registrable Securities, and the managing underwriters advise the Company in writing that in their
opinion the number of securities requested to be included in such registration exceeds the number
of securities which can be sold in such offering without adversely affecting the marketability of
the offering, the Company shall include in such registration (a) first, the securities requested to
be included therein by the holders requesting such registration and the Registrable Securities
requested to be included in such registration, pro rata among the holders of all such securities
(including the securities of the requesting holders and the holders of Registrable Securities) on
the basis of the number of securities of the Company owned by each such holder and (b) second,
other securities requested to be included in such registration; provided, however, that in no event
shall the Company grant to any third party, after the date hereof, registration rights that have a
higher priority than the demand and piggyback registration rights applicable to Registrable
Securities.



3.4 Selection of Underwriters. The Company shall have the right to select the
investment banker(s) and/or manager(s) to administer the offering in connection with any Piggyback
Registration.



4. Lock-Up Arrangements.



4.1 Holders of Registrable Securities. No holder of Registrable Securities shall
effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities
of the Company, or any securities convertible into or exchangeable or exercisable for such
securities, during (i) the 180-day period beginning on the date of the Closing (except as part of a
Demand Registration or a Piggyback Registration pursuant to this Agreement) and (ii) the 90-day
period beginning on the effective date of any Demand Registration or Piggyback Registration in
which Registrable Securities are included (except as part of such registration), unless (x) the
underwriters managing the registered public offering, in the case of an underwritten public
offering, or (y) the Company, in the case of a non-underwritten public offering, otherwise agree;
provided, that no holder of Registrable Securities shall be subject to the restrictions of
clause (ii) of this Section 4.1 unless all of the Company’s executive officers and
directors and all holders holding in excess of 5% of its outstanding equity securities are subject
to restrictions no less restrictive than those referred to in this Section 4.1.



4.2 The Company. The Company shall not effect any public sale or distribution of its
equity securities, or any securities convertible into or exchangeable or exercisable for such
securities, during the period beginning on the effective date of any registration statement in
which the holders of Registrable Securities are participating and ending on the earlier of (x) the
date on which all Registrable Securities registered on such registration statement are sold and (y)
90 days after the effective date of such registration statement, unless in each case (i) the
underwriters managing the registered public offering, in the case of an underwritten public
offering, or (ii) the holders of a majority of the Registrable Securities participating in such
public offering, in the case of a non-underwritten public offering, otherwise agree.


 


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5. Registration Procedures. Whenever the holders of Registrable Securities have
requested that any Registrable Securities be registered pursuant to this Agreement, the Company
shall effect the registration and the sale of such Registrable Securities in accordance with the
intended method of disposition thereof, and pursuant thereto the Company shall as expeditiously as
possible:



5.1 prepare and file (not later than, in the case of a request for a Demand Registration,
30 days following such request) with the SEC a registration statement and such amendments and
supplements as may be necessary with respect to such Registrable Securities and use its
commercially reasonable efforts to cause such registration statement to become effective;
provided that before filing a registration statement or prospectus or any amendments or
supplements thereto, the Company shall furnish to counsel selected by the holders of a majority of
the Registrable Securities being registered copies of such documents proposed to be filed with an
adequate opportunity for review and comment by such counsel;



5.2 notify each holder of Registrable Securities of the effectiveness of each registration
statement filed hereunder and prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may be necessary to keep
such registration statement effective for a period of not less than 180 days (or until the
distribution described in the registration statement has been completed) (or, in the case of a
Shelf Registration, a period ending on the earlier of the date on which all Registrable Securities
covered by such registration statement (i) have been sold or (ii) are then eligible for resale in a
single sale without registration and without being limited to any volume, time or manner of sale
limitations under Rule 144) and to comply with the provisions of the 1933 Act with respect to the
disposition of securities covered by such registration statement during such period in accordance
with the intended methods of disposition by the sellers thereof set forth in such registration
statement; provided, however, that at any time, upon written notice to the participating holders of
Registrable Securities and for a period not to exceed 45 days thereafter (the “Suspension
Period”), the Company may suspend the use or effectiveness of any registration statement (and
the holders of Registrable Securities participating in such offering shall not offer or sell any
Registrable Securities pursuant to such registration statement during the Suspension Period) if the
Company reasonably believes that the Company may, in the absence of such suspension hereunder, be
required under state or federal securities laws to disclose any corporate development the
disclosure of which could reasonably be expected to have a material adverse effect upon the
Company, its stockholders, a significant transaction or event involving the Company, or any
negotiations, discussions, or proposals directly relating thereto. No more than two such
Suspension Periods shall be permitted to occur in any 12-month period. In the event that the
Company shall exercise its rights hereunder to effect a Suspension Period, the applicable time
period during which the registration statement is to remain effective shall be extended by a period
of time equal to the duration of the Suspension Period;



5.3 furnish to each seller of Registrable Securities such number of copies of such
registration statement, each amendment and supplement thereto, the prospectus included in such
registration statement (including each preliminary prospectus) and such other documents as such
seller may reasonably request in order to facilitate the disposition of the Registrable
Securities owned by such seller;


 


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5.4 register or qualify such Registrable Securities under such other securities or blue sky
laws of such jurisdictions as the holders of Registrable Securities shall reasonably request and do
any and all other acts and things that may be necessary or reasonably advisable to enable such
seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by
such seller; provided, however, that the Company shall not be required to (a) qualify generally to
do business in any jurisdiction where it would not otherwise be required to qualify but for this
subsection, (b) subject itself to taxation in any such jurisdiction or (c) consent to general
service of process in any such jurisdiction;



5.5 promptly notify each seller of such Registrable Securities, at any time when a prospectus
relating thereto is required to be delivered under the 1933 Act, of the happening of any event as a
result of which the prospectus included in the registration statement relating to such Registrable
Securities contains an untrue statement of a material fact or omits to state any material fact
necessary to make the statements therein not misleading, and, at the request of any such seller,
the Company shall prepare a reasonable number of copies of a supplement or amendment to such
prospectus so that, as thereafter delivered to the sellers of such Registrable Securities, such
prospectus shall not contain an untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein not misleading, in which event the period mentioned
in Section 5.2 shall be extended by the length of the period from and including the date
when each seller of such Registrable Securities shall have received such notice to the date on
which each such seller has received the copies of the supplemented or amended prospectus
contemplated under this Section 5.5;



5.6 cause all such Registrable Securities to be listed on each securities exchange and/or
quotation system on which similar securities issued by the Company are then listed and/or quoted;



5.7 provide a transfer agent and registrar for all such Registrable Securities not later than
the effective date of such registration statement;



5.8 enter into such customary agreements (including underwriting agreements in customary form)
and take all such other actions as the underwriters, if any, reasonably request in order to
expedite or facilitate the disposition of such Registrable Securities;



5.9 make available for inspection by any seller of Registrable Securities, any underwriter
participating in any disposition pursuant to such registration statement, and any attorney,
accountant or other agent retained by any such seller or underwriter, all financial and other
records, pertinent corporate documents and properties of the Company, and cause the Company’s
officers, directors, employees and independent accountants to supply all information reasonably
requested by any such seller, underwriter, attorney, accountant or agent in connection with such
registration statement, in each case as is necessary or reasonably advisable (in the reasonable
judgment of the requesting party) to enable such seller or underwriter to exercise their due
diligence responsibilities and defenses under the 1933 Act;


 


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5.10 otherwise comply with all applicable rules and regulations of the SEC, and make available
to its security holders, as soon as reasonably practicable, an earnings statement covering the
period of at least twelve months beginning with the first day of the Company’s first full calendar
quarter after the effective date of the registration statement, which earnings statement shall
satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 thereunder;



5.11 in the event of the issuance of any stop order suspending the effectiveness of a
registration statement, or of any order suspending or preventing the use of any related prospectus
or suspending the qualification of any securities included in such registration statement for sale
in any jurisdiction, the Company shall use its commercially reasonable efforts promptly to obtain
the withdrawal of such order;



5.12 obtain a cold comfort letter from the Company’s independent accountants in customary form
and covering such matters of the type customarily covered by cold comfort letters as a seller of
Registrable Securities or the underwriters, if any, may reasonably request;



5.13 furnish, at the request of any underwriter on the date the Registrable Securities are
delivered to the underwriters for sale pursuant to such registration, an opinion, dated such date,
of counsel representing the Company for the purposes of such registration, addressed to the
underwriters covering such legal matters with respect to the registration in respect of which such
opinion is being given as the underwriters may reasonably request and are customarily included in
such opinions;



5.14 use its commercially reasonable efforts to cause such Registrable Securities covered by
such registration statement to be registered with or approved by such other governmental entities
or authorities as may be necessary to enable the sellers thereof to consummate the disposition of
such Registrable Securities; and



5.15 take such other actions as are necessary or reasonably advisable in order to facilitate
and/or expedite the registration and disposition of any Registrable Securities pursuant to the
terms of this Agreement.



6. Registration Expenses. All expenses incident to the Company’s performance of or
compliance with this Agreement (whether with respect to a Demand Registration or Piggyback
Registration), including, without limitation, all registration and filing fees (including the fees
of the National Association of Securities Dealers, Inc. and the SEC’s registration fees), fees of
any transfer agent and registrar, fees and expenses of compliance with securities or blue sky laws,
printing expenses, “road show” or other marketing expenses, fees and disbursements of counsel for
the Company, fees and disbursements of one counsel chosen by the holders of a majority of the
Registrable Securities included in such registration, fees and expenses of the Company’s
independent registered public accounting firm (including the fees and expenses of any comfort
letters required by or incident to the performance and compliance with this Agreement), fees and
expenses of underwriters (excluding discounts and commissions attributable to the Registrable
Securities included in such registration), the Company’s internal expenses and the expenses and
fees for listing the securities to be registered on each securities
exchange or quotation system on which similar securities issued by the Company are then listed
or quoted, shall be borne by the Company.


 


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7. Indemnification.



7.1 In connection with any Demand Registration or Piggyback Registration, the Company agrees
to indemnify, to the extent permitted by law, each holder of Registrable Securities, the partners
or officers, employees, directors and representatives of such holder, and each Person who controls
(within the meaning of the 1933 Act) such holder against all losses, claims, damages, liabilities
and expenses incurred by such party arising out of, based upon or caused by any of the following
statements, omissions or violations (each, a “Violation”): (i) any untrue or alleged
untrue statement of material fact contained in any registration statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto, (ii) any omission or alleged
omission of a material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances in which they were made, not misleading, or (iii) any
violation or alleged violation by the Company of the 1933 Act, the 1934 Act, any state securities
laws or any rule or regulation promulgated under the 1933 Act, the 1934 Act or any state securities
laws; and the Company will reimburse each such holder, each of its partners, officers, employees,
directors and representatives, and each Person controlling such holder for any legal or other
expenses reasonably incurred, as such expenses are incurred, by any of them in connection with
investigating or defending any such loss, claim, damage, liability or action; provided, however,
that the Company shall not be liable in any such case for any such loss, claim, damage, liability
or action to the extent that it is caused by a Violation that is based on, and occurs in reliance
upon and in conformity with, any information furnished in writing to the Company by such holder
stated to be specifically for use in such registration. In connection with an underwritten
offering, the Company shall indemnify such underwriters, their partners, officers, directors,
employees, representatives and each Person who controls (within the meaning of the 1933 Act) such
underwriters to the same extent as provided above with respect to the indemnification of the
holders of Registrable Securities.



7.2 In connection with any Demand Registration or Piggyback Registration in which a holder of
Registrable Securities is participating, each such holder shall indemnify, to the extent permitted
by law, the Company, its directors, officers, any other holder selling securities in such Demand
Registration or Piggyback Registration, and each Person who controls (within the meaning of
the 1933 Act) the Company against all losses, claims, damages, liabilities and expenses caused by
any Violation, but only to the extent that such Violation is based on, and occurs in reliance upon
and in conformity with, any information furnished in writing by such holder to the Company stated
to be specifically for use in such registration; and such holder will reimburse the Company and
each such Person for any legal or other expenses reasonably incurred, as such expenses are
incurred, by any of them in connection with investigating or defending any such loss, claim,
damage, liability or expense; provided, that, the obligation to indemnify shall be individual, not
joint and several, for each holder.


 


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7.3 Any Person entitled to indemnification hereunder shall (a) give prompt written notice to
the indemnifying party of any claim with respect to which it seeks indemnification (provided that
the failure to give prompt notice shall not impair any Person’s right to
indemnification hereunder to the extent such failure has not materially prejudiced the
indemnifying party’s ability to defend such claim), and (b) unless in the reasonable judgment of
any indemnified party a conflict of interest between such indemnified and indemnifying parties
exists with respect to such claim, permit such indemnifying party to assume the defense of such
claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed,
the indemnifying party shall not be subject to any liability for any settlement made by the
indemnified party without the indemnifying party’s consent (but such consent shall not be
unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the
defense of a claim shall be obligated to pay the fees and expenses of one counsel (but not more
than one) for all parties indemnified by such indemnifying party with respect to such claim, unless
in the reasonable judgment (with advice of counsel) of any indemnified party a conflict of interest
may exist between such indemnified party and any other of such indemnified parties with respect to
such claim. No indemnifying party shall, without the consent of such indemnified party (which
consent shall not be unreasonably withheld), effect any settlement of any pending or threatened
proceeding in respect of which such indemnified party is a party and indemnity has been sought
hereunder by such indemnified party, unless such settlement includes an unconditional release of
such indemnified party and its affiliates from all liability for claims that are the subject matter
of such proceeding.



7.4 The indemnification provided for under this Agreement shall remain in full force and
effect regardless of any investigation made by or on behalf of any indemnified party or any
partner, officer, employee, director, representative or controlling Person of such indemnified
party and shall survive the transfer of Registrable Securities.



7.5 If the indemnification provided for under this Agreement is unavailable to an indemnified
party hereunder in respect of any losses, liabilities, claims, damages and expense referred to
herein, then the indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result of such losses,
claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and indemnified parties in connection with the actions
which resulted in such losses, claims, damages, liabilities or expenses, as well as any other
relevant equitable considerations. The relative fault of such indemnifying party and indemnified
parties shall be determined by reference to, among other things, whether any Violation has been
committed by, or relates to information supplied by, such indemnifying party or indemnified
parties, and the parties’ relative intent, knowledge, access to information and opportunity to
correct or prevent such Violation. The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any
legal or other fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding.



7.6 The parties agree that it would not be just and equitable if contribution pursuant to this
Section 7 were determined solely by pro rata allocation or any other method of allocation
that does not take account of the equitable considerations referred to in the immediately preceding
paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f)
of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation.


 


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7.7 Notwithstanding anything in this Section 7 to the contrary, in connection with any
Demand Registration or Piggyback Registration, the indemnity and contribution obligations and
liabilities of each holder of Registrable Securities shall be limited to the net amount of proceeds
received by such holder pursuant to such registration.



8. Participation in Underwritten Registrations. No Person may participate in any
registration hereunder which is underwritten unless such Person (a) agrees to sell such Person’s
securities on the basis provided in any underwriting arrangements approved by holders of a majority
of the Registrable Securities being registered in such registration and (b) completes and executes
all questionnaires, powers of attorney and other documents reasonably required under the terms of
such underwriting arrangements; provided, that, no holder of Registrable Securities included in any
underwritten registration shall be required to make any representations or warranties to the
Company or the underwriters (other than representations and warranties regarding such holder and
such holder’s intended method of distribution) or to undertake any indemnification obligations to
the Company or the underwriters with respect thereto, except to the extent of the indemnification
provided in Section 7.



9. Rule 144 Reporting. With a view to making available the benefits of certain rules
and regulations of the SEC which may at any time permit the sale of any Registrable Securities to
the public without registration, the Company agrees to use commercially reasonable efforts to:



9.1 file, as and when applicable, with the SEC in a timely manner all reports and other
documents required of the Company under the 1934 Act;



9.2 if the Company is not required to file reports pursuant to the 1934 Act, upon the request
of any holder of Registrable Securities, the Company shall make publicly available the information
specified in subparagraph (c)(2) of Rule 144; and



9.3 so long as a holder owns any Registrable Securities, to furnish to the holder, upon
request, a written statement by the Company as to its compliance with the reporting requirements of
Rule 144 and such other reports and documents of the Company and other information in the
possession of or reasonably obtainable by the Company as the holder may reasonably request in
availing itself of any rule or regulation of the SEC allowing the holder to sell any such
securities without registration.



10. Miscellaneous.



10.1 No Inconsistent Agreements. The Company shall not hereafter enter into any
agreement with respect to its securities which is inconsistent with or violates the rights granted
to the holders of Registrable Securities in this Agreement.



10.2 Remedies. Any Person having rights under any provision of this Agreement shall be
entitled to enforce such rights specifically, to recover damages caused by reason of any breach of
any provision of this Agreement and to exercise all other rights granted by law. The parties agree
and acknowledge that money damages are not an adequate remedy for any breach of the provisions of
this Agreement and that any party may apply for specific performance and for
other injunctive relief in order to enforce or prevent violation of the provisions of this
Agreement. Notwithstanding any provision hereof to the contrary, the rights of the Purchasers to
enforce or otherwise exercise remedies hereunder shall be subject to Section 7.12(b) of the
Purchase Agreement.


 


11









 





10.3 Amendments and Waivers. Notwithstanding any provision hereof to the contrary,
the provisions of this Agreement may be amended or waived only in the manner set forth in
Section 7.3 of the Purchase Agreement.



10.4 Successors, Assigns and Subsequent Holders. (a) All covenants and agreements in
this Agreement by or on behalf of any of the parties shall bind and inure to the benefit of the
respective successors and the permitted assigns of the parties.




(b) The rights to cause the Company to register Registrable Securities pursuant
to this Agreement may be assigned (but only with all related obligations) by a
holder of Registrable Securities to a transferee of such securities.




(c) No assignment or transfer pursuant to this Section 10.4 shall be
effective unless and until (i) the Company is furnished with written notice of the
name and address of such transferee or assignee and the securities with respect to
which such registration rights are being assigned and (ii) such transferee or
assignee agrees in writing to be bound by and subject to the terms and conditions of
this Agreement.



10.5 Entire Agreement. This Agreement constitutes the entire agreement of the parties
with respect to the subject matter hereof and this Agreement supersedes all prior negotiations,
agreements or understandings of the parties of any nature, whether oral or written, relating
thereto.



10.6 Notices. Any and all notices or other communications or deliveries hereunder
shall be in writing, shall be sent to the address for such notices or communications shall be as
set forth in Section 7.2 of the Purchase Agreement and shall be deemed given and effective on the
earliest of (i) the date of transmission, if such notice or communication is delivered via
facsimile at the facsimile number specified in Section 7.2 of the Purchase Agreement prior to 18:30
(New York City time) on a Business Day, (ii) the next Business Day after the date of transmission,
if such notice or communication is delivered via facsimile at the facsimile number specified in
Section 7.2 of the Purchase Agreement on a day that is not a Business Day or later than 18:30 (New
York City time) and earlier than 24:00 (New York City time) on any Business Day, (iii) the Business
Day following the date of mailing, if sent by nationally recognized overnight courier service, or
(iv) upon actual receipt by the party to whom such notice is required to be given.


 


12









 





10.7 GOVERNING LAW; VENUE; WAIVER OF JURY TRIAL. ALL QUESTIONS CONCERNING THE
CONSTRUCTION, VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES OTHER THAN SECTION 5-1401 AND
SECTION 5-1402 OF THE NEW YORK GENERAL OBLIGATION LAWS. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO
THE EXCLUSIVE JURISDICTION OF (i) THE SUPREME COURT OF THE STATE OF NEW YORK, NEW YORK COUNTY, AND
(ii) THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE ADJUDICATION OF
ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR
DISCUSSED HEREIN (INCLUDING WITH RESPECT TO THE ENFORCEMENT OF ANY OF THE TRANSACTION DOCUMENTS),
AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY
CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, OR THAT SUCH SUIT,
ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS
AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY
THEREOF VIA REGISTERED OR CERTIFIED MAIL OR OVERNIGHT DELIVERY (WITH EVIDENCE OF DELIVERY) TO SUCH
PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THIS AGREEMENT AND AGREES THAT SUCH SERVICE
SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED
HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY
LAW. THE COMPANY AND THE HOLDER HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY.



10.8 Headings. The headings herein are for convenience only, do not constitute a part
of this Note and shall not be deemed to limit or affect any of the provisions hereof.



10.9 Severability. In case any one or more of the provisions of this Agreement shall
be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms
and provisions of this Note shall not in any way be affected or impaired thereby and the parties
will attempt in good faith to agree upon a valid and enforceable provision which shall be a
commercially reasonable substitute therefor, and upon so agreeing, shall incorporate such
substitute provision in this Agreement.



10.10 Counterparts. This Agreement may be executed in one or more counterparts, each
of which will be deemed an original, but all of which together will constitute a single instrument.



[Signature Page Follows]



 


13









 





IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	Company



CATALYTIC SOLUTIONS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Purchaser



ARAN ASSET MANAGEMENT SA

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



[Signature Page to Registration Rights Agreement]



 


 









 








IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	Company



CATALYTIC SOLUTIONS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Purchaser



CYCAD GROUP, LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



[Signature Page to Registration Rights Agreement]




 


 









 





IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	Company
	 
	 	 	 	 	 	 
	 	 	CATALYTIC SOLUTIONS, INC.

	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Purchaser
	 
	 	 	 	 	 	 
	 	 	EMERALD ENERGY FUND I LP
	 
	 	 	 	 	 	 
	 

	 	By:
	 	EEF I Management LP,	 	 
	 

	 	 	 	Its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Emerald Partners I Ltd.,	 	 
	 

	 	 	 	Its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






[Signature Page to Registration Rights Agreement]



 


 









 





IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	Company
	 
	 	 	 	 	 	 
	 	 	CATALYTIC SOLUTIONS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Purchasers
	 
	 	 	 	 	 	 
	 	 	ENERTECH CAPITAL PARTNERS II L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	ECP II Management L.P.,	 	 
	 

	 	 	 	Its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	ECP II Management LLC,	 	 
	 

	 	 	 	Its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	ECP II INTERFUND L.P.
	 
	 	 	 	 	 	 
	 

	 	By:
	 	ECP II Management LLC,	 	 
	 

	 	 	 	Its general partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






[Signature Page to Registration Rights Agreement]



 


 









 





IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	Company
	 
	 	 	 	 	 	 
	 	 	CATALYTIC SOLUTIONS, INC.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Purchaser
	 
	 	 	 	 	 	 
	 	 	LANDOLT & CIE.
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






[Signature Page to Registration Rights Agreement]



 


 









 





IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	Company
	 
	 	 	 	 	 	 
	 	 	CATALYTIC SOLUTIONS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 	 	Purchasers	 	 
	 
	 	 	 	 	 	 
	 	 	ROCKPORT CAPITAL PARTNERS, L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 
	 	RockPort Capital I, LLC,	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	RP CO-INVESTMENT FUND I, L.P. 	 	 
	 
	 	 	 	 	 	 
	 

	 	By: 
	 	RP Co-Investment Fund I GP, LLC,	 	 
	 

	 	 	 	Its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






[Signature Page to Registration Rights Agreement]



 


 









 





IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above
written.



	 	 	 	 	 
	 	Company



CATALYTIC SOLUTIONS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Purchaser



SEQUOIA AGGRESSIVE GROWTH FUND

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



[Signature Page to Registration Rights Agreement]