EX-4.2



 





Exhibit 4.2




REGISTRATION RIGHTS AGREEMENT




     THIS REGISTRATION RIGHTS AGREEMENT is entered into as of February 28, 2008 by and between
Solutia Inc., a Delaware corporation (the “Company”), and Monsanto Company, a Delaware corporation
(“Monsanto”).



RECITALS




     The Company will issue to Monsanto shares of Common Stock (as defined below) pursuant to the
Solutia Inc. Fifth Amended Joint Plan of Reorganization (which was confirmed by the by the United
States Bankruptcy Court for the Southern District of New York on November 29, 2007 (as modified by
the confirmation order, the “Plan”).



     NOW, THEREFORE, in consideration of the foregoing and of the mutual promises herein contained,
the parties hereby agree as follows:



AGREEMENT




     1. Definitions. Unless the context otherwise requires, the terms defined in this
Section 1 shall have the meanings herein specified for all purposes of this Agreement, applicable
to both the singular and plural forms of any of the terms herein defined.



     “Agreement” means this Registration Rights Agreement.



     “Automatic Shelf Registration Statement” means an automatic shelf registration statement as
defined under Rule 405 of the Securities Act.



     “Board” means the Board of Directors of the Company.



     “Commission” means the Securities and Exchange Commission.



     “Common Stock” means the common stock, par value $.01, of the Company.



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



     “Free Writing Prospectus” means a free writing prospectus, as defined in Rule 405 under the
Securities Act.



     “Holder” means Monsanto or any record or beneficial owner of Registrable Securities who became
a party to this Agreement in accordance with Section 12 hereof.



     “Holders of a Majority of Registrable Securities” means the Person or Persons who are the
Holders of greater than 50% of the Registrable Securities then outstanding.



     “Initiating Holder” means any Holder of Registrable Securities requesting registration
pursuant to and in accordance with this Agreement. .



     “NASD” means the National Association of Securities Dealers, Inc.



 









 





     “Person” means any natural person, corporation, trust, association, company, partnership,
limited liability company, joint venture and other entity and any government, governmental agency,
instrumentality or political subdivision.



     The terms “register,” “registered” and “registration” refer to a registration effected by
preparing and filing a registration statement in compliance with the Securities Act, and the
declaration or ordering of the effectiveness of such registration statement.



     “Registration Date” means the earlier of (i) the date upon which the Company first files on a
Form 10-K or Form 10-Q as promulgated under the Exchange Act, or any amendment to such a Form 10-K
or Form 10-Q, financial statements that include a balance sheet for a date and income statements
for a period for which the Company has adopted fresh-start accounting in accordance with SOP 90-7
and (ii) the 135th day following the Effective Date (as defined in the Plan).



     “Registrable Securities” means (i) the shares of Common Stock issued or to be issued to
Monsanto, and (ii) any shares of Common Stock or other securities issued or issuable in respect of
the Common Stock or the other securities referred to in clause (i) above by way of a spin-off,
split-off, dividend, stock split or other distribution or in connection with a combination of
shares, reclassification, merger, consolidation, reorganization or similar transaction; provided,
however, that such shares of Common Stock or other securities shall constitute Registrable
Securities only so long as (x) they have not been sold by a Holder to or through a broker or dealer
or underwriter in a public distribution or a public securities transaction pursuant to an effective
registration statement under the Securities Act, (y) they have not been sold by a Holder in a
transaction exempt from the registration and prospectus delivery requirements of the Securities Act
under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect
to such Common Stock or other securities are removed upon the consummation of such sale and the
seller and purchaser of such Common Stock or other securities receive an opinion of counsel for the
Company, which shall be in form and content reasonably satisfactory to the seller and purchaser and
their respective counsel, to the effect that such Common Stock or other securities in the hands of
the purchaser are freely transferable without restriction or registration under the Securities Act
in any public or private transaction, or (z) they are not capable of being sold by the holder
thereof under Rule 144 (without giving effect to subsection (k) of Rule 144) in a single
transaction.



     “Rule 144” means Rule 144 as promulgated under the Securities Act.



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



     “WKSI” means a well-known seasoned issuer as defined under Rule 405 of the Securities Act.



     2. Demand Registration.



          (a) Following the Registration Date, Holders of a Majority of Registrable Securities shall
have the right to request, by delivery of a written notice to the Company (a “Demand Notice”), that
the Company file a registration statement under the Securities Act (a “Demand Registration
Statement”) covering all or a portion of the Registrable Securities for




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the purpose of effecting an offering of such Registrable Securities, whether underwritten or
otherwise (a “Demand Registration”); provided, however, that no Initiating Holder shall be entitled
to demand a Demand Registration Statement during the period when the Company is exercising its
right to defer a Demand Registration pursuant to Section 2(b). Any such Demand Notice must request
the registration of Registrable Securities having an aggregate market value, based on the average
per share closing price of the Common Stock as reported on the principal exchange or market on
which it is then traded over the ten (10) consecutive trading days prior to the date of the Demand
Notice, of not less than twenty-five million dollars ($25,000,000), or, if the registration
statement will be on Form S-3, not less than ten million dollars ($10,000,000). Subject to Section
6(b)(i), as soon as reasonably practicable, but in no event later than sixty (60) days (or thirty
(30) days if the registration statement will be a shelf registration statement on Form S-3) after
receiving a Demand Notice, the Company shall file with the Commission a registration statement
covering the Registrable Securities subject to the Demand Notice. Subject to Sections 2(b) and 4,
the Company shall use its reasonable best efforts to cause such registration statement to become
effective as expeditiously as possible. Any registration under this Section 2 shall reflect such
plan or method of distribution of the applicable securities as shall be designated by the
Initiating Holder.




          (b) Notwithstanding the provisions of Section 2(a), if the Company shall furnish to the
Initiating Holder a certificate signed by the President and Chief Executive Officer of the Company
stating that such officer has made a good faith determination that a registration would (i) require
the disclosure of material nonpublic information concerning the Company, its business or prospects
and that such premature disclosure would be materially adverse to the Company, and/or (ii)
materially interfere with a pending transaction involving the Company or a subsidiary or affiliate
of the Company, then the Company shall have the right to defer such filing or the effectiveness
hereunder for a period ending not more than ninety (90) days after the Company’s receipt of the
applicable Demand Notice, provided, that the Company may not exercise its right under this Section
2(b) more than twice in any 24-month period; and provided further, that the Company may not
exercise its rights under this Section 2(b) for two consecutive 90-day periods.




          (c) Notwithstanding the provisions of Section 2(a), the Company shall not be obligated to (i)
file or effect a Demand Registration Statement for an underwritten offering of Registrable
Securities (an “Underwritten Demand Registration Statement”) within a period of 90 days after the
effective date of any other Underwritten Demand Registration Statement or an underwritten offering
pursuant to a Shelf Demand Registration Statement (as defined below) or (ii) file or effect more
than a total of two Underwritten Demand Registration Statements within any 12-month period;
provided, however, that each Shelf Demand Registration Statement filed during the applicable
12-month period will reduce by one the number of Underwritten Demand Registration Statements the
Company is obligated to file during such 12-month period.




          (d) The Company may elect to register in any underwritten Demand Registration (an
“Underwritten Demand Registration”) any additional shares of Common Stock (including, without
limitation, any shares of Common Stock to be distributed in a primary offering made by the Company)
so long as the inclusion of such Common Stock by the Company would not (as determined in the
Initiating Holder’s reasonable discretion), (i) be reasonably likely to delay in any material
respect the Initiating Holder’s ability timely to sell the Registrable





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Securities pursuant to the Underwritten Demand Registration Statement or (ii) cause a
reduction in the number of Registrable Securities included in the Underwritten Demand Registration
as a result of the Company’s election to so register additional shares of Common Stock. Such
election of the Company, if made, shall be made by the Company giving written notice to the
Initiating Holder prior to the effectiveness of the Underwritten Demand Registration Statement
stating (A) that the Company proposes to include additional shares of Common Stock in such
Underwritten Demand Registration Statement, and (B) the number of shares of Common Stock proposed
to be included.




     3. Shelf Registration.



          (a) Following the Registration Date, any Initiating Holder shall have the right to request, by
delivery of a written notice to the Company (a “Shelf Demand Notice”), that (i) the Company file a
shelf registration statement (a “Shelf Registration Statement”) pursuant to Rule 415 under the
Securities Act covering all or a portion of the Registrable Securities to enable the resale on a
delayed or continuous basis of such Registrable Securities (a “Shelf Demand Registration”) or (ii)
if the Company is a WKSI and has an outstanding effective Form S-3 Registration Statement, the
Company file a post-effective amendment to such Form S-3 Registration Statement covering all or a
portion of the Registrable Securities; provided, however, that no Initiating Holder shall be
entitled to demand a Shelf Registration Statement during the period when the Company is exercising
its right to defer a Demand Registration pursuant to Section 2(b). Subject to Section 6(b)(i), as
soon as reasonably practicable, but in no event later than forty-five (45) days after receiving a
Shelf Demand Notice (or fifteen (15) days if the Company is a WKSI and then has an effective Form
S-3 Registration Statement), the Company shall file with the Commission a Shelf Registration
Statement on Form S-3 of the Commission or, if the Company is a WKSI and has an effective Form S-3
Registration Statement, a post-effective amendment thereto. Subject to Sections 3(b) and 3(c), the
Company shall use its commercially reasonable best efforts to cause the Shelf Registration
Statement to become effective as expeditiously as possible and to remain effective until the
earlier of (x) the time all Registrable Securities subject thereto have been sold and (y) the
fourth anniversary of the initial effective time, including by filing necessary post-effective
amendments and prospectus supplements reasonably required by a Holder, subject to any blackout
periods described in subparagraph (b) below. The Initiating Holder shall have the right to
determine the plan and method of distribution for the Registrable Securities to be reflected in the
Shelf Registration Statement in respect of which it is the Initiating Holder. Notwithstanding
anything contained herein to the contrary, the Holders of Registrable Securities may not file, or
request that the Company file, as required by Rule 424 of the Securities Act, more than three (3)
prospectuses or prospectus supplements in connection with any Shelf Registration Statement in any
thirty (30) day period.




          (b) Notwithstanding the provisions of Section 3(a), if the Company is required to effect a
Shelf Registration Statement or make any filing with the Commission pursuant to this Section 3 or
if the Company has a Shelf Registration Statement in effect pursuant to this Section 3, and the
Company furnishes to the Initiating Holder requesting such registration or filing or to the Holders
of Registrable Securities included in such Shelf Registration Statement, as applicable, a
certificate signed by the President and Chief Executive Officer of the Company stating that such
officer has made a good faith determination that a registration would (i) require





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the disclosure of material nonpublic information concerning the Company, its business or
prospects and that such disclosure would be materially adverse to the Company, and/or (ii)
materially interfere with a pending transaction involving the Company or a subsidiary or affiliate
of the Company, then, the Company shall have the right to defer such filing or the effectiveness
thereof for a period of not more than sixty (60) days after the Company’s receipt of the applicable
Shelf Demand Notice or prevent Holders of Registrable Securities from selling Registrable
Securities pursuant to an effective Shelf Registration Statement for a period of not more than
sixty (60) days after the Company delivers such certificate to the applicable Holder and demands
that such Holder cease sales of securities under the Shelf Registration Statement (and during such
period the Company shall not be obligated to file another Shelf Registration Statement during the
period such sales under an effective Shelf Registration Statement are not allowed); provided, that
the Company may not exercise its rights under this Section 3(b) more than four times in any
consecutive 12-month period; and provided further, that the Company may not defer such filing or
the effectiveness thereof under this Section 3(b) for more than 60 days in aggregate during any
consecutive 12-month period.




          (c) Notwithstanding the provisions of Section 3(a), the Company shall not be obligated to file
a Shelf Registration Statement within a period of ninety (90) days after the effective date of any
Underwritten Demand Registration Statement or an underwritten offering pursuant to a Shelf
Registration Statement or (ii) file or effect more than a total of three (3) Shelf Registration
Statements within any 12-month period; provided, however, that each filing of an Underwritten
Demand Registration Statement during the 12-month period will reduce by one the number of Shelf
Registration Statements that the Company is obligated to file during such 12-month period.




          (d) Upon the receipt by the Company of a Shelf Demand Notice given in accordance with and
subject to Section 3(a) hereof, the Company shall give prompt written notice to all Holders of
Registrable Securities (other than the Initiating Holder) that a Shelf Registration Statement
pursuant to this Section 3 is being effected. In the event that any such Holder delivers to the
Company a written request within fifteen (15) days after the delivery of such written notice to the
Holder by the Company, to include in such Shelf Registration Statement Registrable Securities of
the Holder the Company shall include such Registrable Securities in the Shelf Registration
Statement, including by means of a pre-effective or post-effective amendment thereto; provided,
however, that if the inclusion of the Registrable Securities of such Holders in such registration
statement would, in the opinion of the Initiating Holders, be reasonably likely to delay in any
material respect the Initiating Holder’s ability timely to sell the Registrable Securities pursuant
to the Shelf Registration Statement, the Company shall not include such Holders’ Registrable
Securities in the Shelf Registration Statement without the prior written consent of the Initiating
Holder.




          (e) Following the Registration Date, any Initiating Holder shall have the right to request, by
delivery of a written notice to the Company (a “Shelf Underwritten Demand Notice”), that the
Company effect an underwritten offering of all or a portion of the Registrable Securities included
in an existing Shelf Registration Statement. Any such Shelf Underwritten Demand Notice must
request an underwritten offering of Registrable Securities having an aggregate market value, based
on the average per share closing price of the Registrable Securities as reported on the principal
exchange or market on which the Common Stock is then





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traded over the ten (10) consecutive trading days prior to the date of the Shelf Demand
Notice, of not less than twenty-five million dollars ($25,000,000). Subject to Section 6(b)(i), as
soon as reasonably practicable after receiving a Shelf Underwritten Demand Notice, but in no event
later than twenty (20) days after receiving a Shelf Underwritten Demand Notice, the Company shall
file with the Commission such amendments to the applicable Shelf Registration Statements and such
prospectus supplements or other filings as are necessary in connection with the underwritten
offering of the Registrable Securities subject to the Shelf Underwritten Demand Notice, subject to
Sections 3(b) and Section 4. Any prospectus supplement or other filing with the Commission
including a plan or method of distribution of the securities subject to an underwritten offering
pursuant to this Section 3 shall reflect the plan or method of distribution of such securities as
shall be designated by the managing underwriter of the offering.




          (f) The Company may elect to register in any Shelf Registration Statement any additional
shares of Common Stock (including, without limitation, any shares of Common Stock to be distributed
in a primary offering made by the Company) so long as the inclusion of such Common Stock by the
Company would not (as determined in the Initiating Holder’s reasonable discretion), (i) be
reasonably likely to delay in any material respect the Initiating Holder’s ability timely to sell
the Registrable Securities pursuant to the Shelf Registration Statement or (ii) cause a reduction
in the number of Registrable Securities included in the Shelf Demand Registration as a result of
the Company’s election to so register additional shares of Common Stock . Such election of the
Company, if made, shall be made by the Company giving written notice to the Initiating Holder
stating (A) that the Company proposes to include additional shares of Common Stock in such Shelf
Registration Statement, and (B) the number of shares of Common Stock proposed to be included.




     4. Underwritten Offerings.



          (a) The Initiating Holder shall have the right to select the book-running managers and the
co-managers (collectively, the “managing underwriter”) in connection with any underwritten offering
pursuant to Section 2 or Section 3, provided, that the selection of the managing underwriter by the
Initiating Holder shall be subject to the reasonable approval of the Company. In connection with
any underwritten offering, the Company and the Initiating Holder shall enter into an underwriting
agreement with the underwriter or underwriters selected for such underwriting, provided, that such
underwriting agreement is in customary form and provides for customary compensation, expense
reimbursement and indemnification.




          (b) Upon the receipt by the Company of an Underwritten Demand Notice or a Shelf Underwritten
Demand Notice given in accordance with this Agreement, the Company shall give prompt written notice
to all Holders of Registrable Securities (other than the Initiating Holder) that an underwritten
offering pursuant to Section 2 or Section 3, as applicable is being effected. In the event that
any such Holder delivers to the Company, within fifteen (15) days after the delivery of such
written notice to the Holder by the Company, a written request to include in such underwritten
offering any Registrable Securities of the Holder, the Company shall include such Registrable
Securities in the registration statement; provided that the Company need not include in an
underwritten offering pursuant to Section 3 any Registrable Securities that are not then included
in the applicable Shelf Registration Statement (unless the Company is then a WKSI). The right of
any Holder to include Registrable Securities in any underwritten offering





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shall be conditioned upon such Holder’s willingness to enter into an underwriting agreement
with the underwriter or underwriters selected for such offering (in each case, unless otherwise
mutually agreed by such Holder, the Initiating Holders and the Company).




          (c) Notwithstanding the foregoing, if the managing underwriter of an underwritten offering in
connection with any registration pursuant to Section 2 or Section 3 advises the Company and the
Holders of Registrable Securities participating in such offering in writing that in its good faith
judgment the number of Registrable Securities requested to be included in such offering exceeds the
number of Registrable Securities which can be sold in such offering at a price acceptable to the
applicable Initiating Holder, then (i) the number of Registrable Securities so requested to be
included in such offering shall be reduced to that number of shares which in the good faith
judgment of the managing underwriter can be sold in such offering at such price and (ii) this
reduced number of Registrable Securities shall be allocated among all Holders of Registrable
Securities in proportion, as nearly as practicable, to the respective number of shares of
Registrable Securities then held by such Holders.




          (d) Those Registrable Securities which are excluded from an underwriting in connection with
any registration pursuant to Section 2 or Section 3 hereof by reason of the managing underwriter’s
marketing limitation and all other Registrable Securities not originally requested to be so
included shall not be included in such offering and shall be withheld from the market by the
Holders thereof for a period (not to exceed ninety (90) days) which the managing underwriter
reasonably determines is necessary to effect the underwritten offering.




          (e) If the managing underwriter has not limited the number of Registrable Securities to be
included in an underwritten offering pursuant to Section 2 or Section 3, the Company and, subject
to the requirements of Section 8 hereof, the other holders of the Company’s securities may include
securities for its (or their) own account in such registration if the managing underwriter so
agrees and if the number of Registrable Securities which would otherwise have been included in such
offering will not thereby be limited. The Company shall not grant registration rights to any
holders of the Company’s securities that are more favorable to such holders without the prior
written consent of Holders of a Majority of Registrable Securities. Without limiting the foregoing
sentence, in the event that the Company grants or has previously granted registration rights to any
holders of the Company’s securities that are more favorable to such holders (including, without
limitation, in connection with the backstop of the rights offering to creditors contemplated under
the Plan), the Company shall promptly amend this Agreement to provide such more favorable terms to
the Holders of Registrable Securities.




     5. Piggyback Registration.



          (a) Each time the Company shall determine to file a registration statement under the
Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form
S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of any
of its securities of the same class as the Registrable Securities either for its own account or on
behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3),
the Company agrees to give prompt written notice of its determination to all Holders of Registrable
Securities. In the event that any such Holder delivers to the Company, within fifteen (15) days
after the delivery of such written notice to the Holder by the Company, a





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written request to include in such registration statement any Registrable Securities of the
Holder, the Company shall include such Registrable Securities in such registration statement, all
to the extent required to permit the sale or other disposition by the prospective seller or sellers
of the Registrable Securities to be so registered.




          (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is
for a public offering involving an underwriting, the Company shall so advise the Holders as a part
of its written notice. In such event the right of any Holder to registration pursuant to this
Section 5 shall be conditioned upon such Holder’s participation in such underwriting and the
inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided
herein. Holders proposing to distribute their Registrable Securities through such underwriting
agree to enter into (together with the Company and the other Holders distributing their securities
through such underwriting) an underwriting agreement with the underwriter or underwriters selected
for such underwriting by the Company.




          (c) Notwithstanding any other provision of this Section 5, if the managing underwriter of an
underwritten offering in connection with the registration pursuant to this Section 5 advises the
Company and the Holders of the Registrable Securities participating in such registration in writing
that in its good faith judgment the number of Registrable Securities and the other securities
requested to be registered (i) exceeds the number of Registrable Securities and other securities
which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize
the success of the offering, then (A) the number of Registrable Securities and other securities
proposed to be included in the offering shall be reduced to that number which in the good faith
judgment of the managing underwriter can be sold in such offering at a price acceptable to the
Company and (B) such reduced number shall be allocated:





	A.	 	If the registration is on behalf of the Company:






	 	a.	 	First, to the Company, such that all securities proposed to be registered by or
on behalf of the Company are included in the registration statement;
	 
	 	b.	 	Next, among all Holders of Registrable Securities in proportion, as nearly as
practicable to the respective number of Registrable Securities held by such Holders at
the time of the filing of the registration statement; and
	 
	 	c.	 	Last, among all other participating holders proposing to register securities
other than Registrable Securities, in the manner determined by the Company.






	B.	 	If the registration is on behalf of holders of Common Stock other than any Holder of
Registrable Securities:






	 	a.	 	First, among all participating holders other than any stockholder participants
in the manner determined by the Company and among all Holders of Registrable Securities
in proportion, as nearly as practicable to the respective number of Registrable
Securities and other shares of Common Stock held by such persons at the time of the
filing of the registration statement; and




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	 	b.	 	Last, to the Company, for such number of shares of Common Stock as may be
included in the registration statement.





          (d) Those Registrable Securities which are excluded from the underwriting by reason of the
managing underwriter’s marketing limitation and all other Registrable Securities not originally
requested to be so included shall not be included in such registration.




     6. Registration Procedures.



          (a) If and whenever the Company is required by the provisions of Section 2 or 3 to effect the
registration of Registrable Securities under the Securities Act, the Company, at its expense and as
expeditiously as possible shall use its reasonable best efforts to effect such registration and so
as to permit the sale of the applicable Registrable Securities in accordance with the intended
method or methods of distribution thereof in conformity with any required time period set forth
therein, and in connection therewith the Company agrees to:





          (i) in accordance with the Securities Act and all applicable rules and regulations
promulgated thereunder, prepare and file with the Commission a registration statement with
respect to such securities and use its reasonable best efforts to cause such registration
statement to become and remain effective for a period of 120 consecutive days (unless the
registration is a Shelf Registration Statement in which case such period shall extend until
the earlier of (x) the time all Registrable Securities subject thereto have been sold and
(y) the fourth anniversary of the initial effectiveness thereof, subject to the Company’s
rights to cause Holders of Registrable Securities to cease sales under an effective Shelf
Registration Statement pursuant to Section 3(b)), and prepare and file with the Commission
such amendments and supplements to such registration statement and the prospectus contained
therein as may be necessary to keep such registration statement effective and such
registration statement and prospectus accurate and complete and to permit the Holders of
Registrable Securities subject to such registration statement to sell such securities;
provided, that the Company shall provide counsel selected by the Holders of a majority of
the Registrable Securities being registered in such registration (“Holders’ Counsel”) with a
reasonable opportunity to participate in the preparation of such registration statement and
each prospectus included therein (and each amendment or supplement thereto) to be filed with
the Commission.




          (ii) if an offering is to be underwritten in whole or in part, enter into a written
underwriting agreement in form and substance reasonably satisfactory to the Company, the
managing underwriter of the offering, the Initiating Holder (in the case of a underwritten
offering pursuant to Section 2 or Section 3) and to Holders of a majority of the Registrable
Securities participating in such offering (in the case of a registration pursuant to Section
3);




          (iii) furnish, at its expense, to the Holders of securities participating in such
registration and to the underwriters of the securities being registered such number of
copies of the registration statement and each amendment and supplement thereto, preliminary
prospectus, final prospectus, prospectus supplement and such other documents as such
underwriters and Holders may reasonably request;



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          (iv) use its reasonable best efforts to register and qualify the securities covered by
such registration statement under such state securities or blue sky laws of such
jurisdictions as such participating Holders of Registrable Securities and underwriters may
reasonably request, except that the Company shall not for any purpose be required to execute
a general consent to service of process or to qualify to do business as a foreign
corporation in any jurisdiction where it is not so qualified;




          (v) notify the Holders of Registrable Securities participating in such registration,
promptly after it shall receive notice thereof, of the date and time when (i) such
registration statement and each post-effective amendment thereto has become effective or a
prospectus or supplement to any prospectus relating to a registration statement has been
filed and (ii) any registration or qualification has become effective under a state
securities or blue sky law or any exemption thereunder has been obtained;




          (vi) notify such Holders of Registrable Securities promptly of any request by the
Commission for the amending or supplementing of such registration statement or prospectus or
for additional information;




          (vii) notify such Holders of Registrable Securities promptly upon learning of the
occurrence of any event as the result of which any such prospectus or any other prospectus
as then in effect would include an untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not
misleading;




          (viii) prepare and file promptly with the Commission, and notify such Holders of
Registrable Securities prior to the filing of, such amendments or supplements to such
registration statement or prospectus as may be necessary to correct any statements or
omissions if, at the time when a prospectus relating to such securities is required to be
delivered under the Securities Act, when any event has occurred as the result of which any
such prospectus or any other prospectus as then in effect would include an untrue statement
of a material fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein not misleading;




          (ix) in case any of such Holders of Registrable Securities or any underwriter for any
such Holders is required to deliver a prospectus at a time when the prospectus then in
circulation is not in compliance with the Securities Act or the rules and regulations
promulgated thereunder, the Company shall use reasonable best efforts to prepare promptly
upon request such amendments or supplements to such registration statement and such
prospectus as may be necessary in order for such prospectus to comply with the requirements
of the Securities Act and such rules and regulations;




          (x) advise such Holders of Registrable Securities and Holders’ Counsel (if any),
promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such registration statement or
the initiation or threatening of any proceeding for that purpose and promptly use its
reasonable best efforts to prevent the issuance of any stop order or to obtain its
withdrawal if such stop order should be issued;



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          (xi) at the request of any Holder of Registrable Securities covered by such
registration statement, (i) furnish to such Holder on the effective date of the registration
statement, upon the filing of a prospectus supplement with respect to such registration
statement or, if such registration includes an underwritten offering, at the closing
provided for in the underwriting agreement, an opinion dated such date of the counsel
representing the Company for the purposes of such registration, addressed to the
underwriters, if any, and to the Holder or Holders making such request, covering such
matters with respect to the registration statement, the prospectus and each amendment or
supplement thereto, proceedings under state, federal and other securities laws, other
matters relating to the Company, the securities being registered and the offer and sale of
such securities as are customarily the subject of opinions of issuer’s counsel provided to
underwriters in underwritten public offerings, and such opinion of counsel shall
additionally cover such legal matters with respect to the registration as such requesting
Holder or Holders may reasonably request, and (ii) use its reasonable best efforts to
furnish to such Holders letters dated each of such effective date, the date of the filing of
a prospectus supplement and such closing date, from the independent certified public
accountants of the Company, addressed to the underwriters, if any, and to the Holder or
Holders making such request, stating that they are independent certified public accountants
within the meaning of the Securities Act and dealing with such customary matters as the
underwriters may request, or if the offering is not underwritten that in the opinion of such
accountants the financial statements and other financial data of the Company included in the
registration statement or the prospectus or any amendment or supplement thereto comply in
all material respects with the applicable accounting requirements of the Securities Act, and
additionally covering such other accounting and financial matters as such requesting Holder
or Holders may reasonably request;




          (xii) list the Registrable Securities (and to maintain such listing during the pendency
of the relevant registration period) on any exchange on which the securities of the Company
of the same class with Registrable Securities are listed;




          (xiii) make available for inspection by any Holder of Registrable Securities covered by
the registration statement, any managing underwriter participating in any disposition
pursuant to such registration statement, Holders’ Counsel (if any) and any attorney,
accountant or other agent retained by any such Holder or any managing underwriter (each, an
“Inspector” and collectively, the “Inspectors”), during regular business hours and upon
reasonable advance notice, all financial and other records, pertinent corporate documents
and properties of the Company (collectively, the “Records”) as shall be reasonably necessary
to enable them to exercise their due diligence responsibility, and cause the Company’s
officers, directors and employees, and the independent public accountants of the Company, to
supply all information reasonably requested by any such Inspector in connection with such
registration statement, subject to obligations of confidentiality;




          (xiv) no more than once in any 120 day period, make senior executives of the Company
available, upon reasonable prior notice and subject to reasonable scheduling flexibility, to
assist the underwriters with respect to, and to accompany the underwriters on the so-called
“road show” in connection with, marketing efforts for the



11









 






distribution and sale of Registrable Securities pursuant to an underwritten offering so
long as the fulfillment of this Section 6(a)(xiv) shall not materially impair such senior
executives’ management of the Company and other activities on behalf of the Company and so
long as any related expenses (including, without limitation, expenses of the Company and
participating senior executives) not required to be paid by the Company pursuant to Section
7(b) are paid by the Holders requesting such “road show” participation and assistance; and




          (xv) prepare other offering materials in a form customarily used in similar
transactions or on the request of any Holder of Registrable Securities or any managing
underwriter.



          (b) Each Holder of Registrable Securities included for registration agrees to:





          (i) provide the Company with such information and assistance as reasonably requested by
the Company to effect such registration under the Securities Act;




          (ii) keep confidential that the Company has exercised its rights under Sections 2(b),
3(b) and any other confidential information provided by the Company in connection with this
Agreement; and




          (iii) comply, with the prospectus delivery requirements and other provisions of the
Securities Act and the Exchange Act and the respective rules and regulations promulgated
thereunder, particularly Regulation M thereunder (or any successor rules or regulations), in
connection with any offering of Registrable Securities.



          (c) Certain legal consequences arise from being named as a selling securityholder in a
registration statement and related prospectus. Accordingly, each Holder of Registrable Securities
acknowledges that it has been advised to consult its own independent securities law counsel
regarding the consequences of demanding or requesting registration of Registrable Securities
hereunder or being named or not being named as a selling securityholder in the registration
statement and related prospectus.




     7. Expenses.



          (a) With respect to each inclusion of shares of Registrable Securities in a registration
statement pursuant to Section 2 or Section 3, the Company agrees to bear all fees, costs and
expenses of such registration and any public offerings in connection therewith (including without
limitation the documented fees and expenses of Holder’s Counsel, if any, fees and disbursements of
all independent registered public accountants referred to in Section 6(a)(xi)(ii), including
expenses of any special audit and “comfort” letters required by or incident to such performance,
and all registration and qualification fees and printing expenses); provided, however, that
Holders of Registrable Securities participating in any such registration agree to bear their pro
rata share of the underwriting discount and commissions, and any expenses associated or incurred in
connection with the “road show” or other marketing efforts, the expenses of which are not required
to be paid by the Company pursuant to subparagraph (b) below shall be paid by the Holders of
Registrable Securities requesting the same.




12









 








          (b) The fees, costs and expenses of registration to be borne as provided in paragraph (a)
above, shall consist of (i) all registration, filing and NASD fees, printing expenses, fees and
disbursements of counsel and accountants for the Company, (ii) all legal fees and disbursements and
other expenses of the Company complying with state securities or blue sky laws of any jurisdictions
in which the securities to be offered are to be registered or qualified and (iii) the company’s
expenses associated with the “road show” or other marketing efforts for the distribution and sale
of Registrable Securities registered under two underwritten registration statements filed pursuant
to either Section 2 or 3.




          (c) Notwithstanding the foregoing, the Company shall pay the expenses of a registration
statement requested pursuant to Section 2 or Section 3 only with respect to the first five (5)
registration statements so filed (and then only to the extent provided for in this Section 7) and
all expenses related to any additional registration statements, including those fees and expenses
set forth in Section 7(b), shall be paid by the Initiating Holder and/or the Holders of Registrable
Securities on a pro rata basis; provided that, in the event that a registration pursuant to Section
2 or 3 is requested by an Initiating Holder and such request is withdrawn prior to the filing of a
registration statement by the Company, or the Holders of Registrable Securities cause the Company
to withdraw a registration statement prior to its effectiveness, then either (at the election of
the Initiating Holder), (i) the Initiating Holder and other Holders of Registrable Securities
requesting inclusion of their shares in such registration shall bear pro rata all fees, costs and
expenses of the registration and preparation of the registration statement and such requested
registration statement shall not be deemed to be one of the registration statements for which the
Company is required to pay expenses pursuant to this Section 7, or (ii) such requested registration
statement shall be deemed to be one of the registration statements for which the Company is
required to pay the expenses pursuant to this Section 7; provided, further, that if at the time of
such withdrawal, the Holders have learned of a material adverse change in the condition, business,
or prospects of the Company as of the date of their request for such registration statement not
known to the Initiating Holder or publicly available at the time of its request and have withdrawn
their request solely on such basis and with reasonable promptness after learning of such material
adverse change, then the Holders shall not be required to pay any of such expenses and such
requested registration statement shall not be deemed to be one of the registration statements for
which the Company is required to pay expenses pursuant to this Section 7.




     8. Indemnification.



          (a) The Company hereby agrees to indemnify and hold harmless each Holder of Registrable
Securities which are included in a registration statement pursuant to the provisions of this
Agreement and each of such Holder’s officers, directors, partners, members, legal counsel and
accountants, and each Person who controls such Holder within the meaning of the Securities Act and
any underwriter (as defined in the Securities Act) for such Holder, and any Person who controls
such underwriter within the meaning of the Securities Act, from and against, and agrees to
reimburse such Holder, its officers, directors, partners, members, legal counsel, accountants and
controlling Persons and each such underwriter and controlling Person of such underwriter with
respect to, any and all claims, actions (actual or threatened), demands, losses, damages,
liabilities, costs and expenses to which such Holder, its officers, directors, partners, members,
legal counsel, accountants or controlling Persons, or any such underwriter or controlling Person





13









 







of such underwriter who may become subject under the Securities Act or otherwise, insofar as
such claims, actions, demands, losses, damages, liabilities, costs or expenses arise out of or are
based upon (i) any untrue statement or alleged untrue statement of any material fact contained in
such registration statement, any prospectus related thereto, or any amendment or supplement
thereto, (ii) the omission or alleged omission to state therein a material fact necessary to make
the statements therein, in light of the circumstances under which they were made, not misleading or
(iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act,
any federal or state securities law or any rule or regulation promulgated under the Securities Act,
the Exchange Act or any federal or state securities law in connection with the offering covered by
such registration statement; provided, however, that the Company will not be liable to any such
Person to the extent that any such claim, action, demand, loss, damage, liability, cost or expense
is caused by an untrue statement or alleged untrue statement or omission or alleged omission of
material fact so made in strict conformity with written information furnished by such Holder, such
underwriter or such controlling Person specifically for use in the preparation thereof.




          (b) Each Holder of shares of Registrable Securities which are included in a registration
statement pursuant to the provisions of this Agreement hereby agrees (severally and not jointly) to
indemnify and hold harmless the Company, its officers, directors, legal counsel and accountants and
each Person who controls the Company within the meaning of the Securities Act, from and against,
and agrees to reimburse the Company, its officers, directors, legal counsel, accountants and
controlling Persons with respect to, any and all claims, actions, demands, losses, damages,
liabilities, costs or expenses to which the Company, its officers, directors, legal counsel,
accountants or such controlling Persons may become subject under the Securities Act or otherwise,
insofar as such claims, actions, demands, losses, damages, liabilities, costs or expenses are
caused by any untrue or alleged untrue statement of any material fact contained in such
registration statement, any prospectus related thereto or any amendment or supplement thereto, or
are caused by the omission or the alleged omission to state therein 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, in each case to the extent, but only to the extent, that such
untrue statement or alleged untrue statement or omission or alleged omission was so made in
reliance upon and in strict conformity with written information furnished by such Holder
specifically for use in the preparation thereof and such untrue statement or omission of material
fact was not subsequently corrected in a subsequent writing from such Holder to the Company at
least 36 hours prior to sale of Registrable Securities to the Person asserting the claim or loss;
provided, however, that the indemnity agreement contained in this subsection 8(b) shall not apply
to amounts paid in settlement of any such loss, claim, damage, liability or action if such
settlement is effected without the consent of the Holder, which consent shall not be unreasonably
withheld or delayed; provided, further, that the total amounts payable in indemnity by a Holder
under this subsection 8(b) shall not exceed the net proceeds received by such Holder in the
registered sale out of which such claim, action, demand, loss, damage, liability, cost, or expense
arises.




          (c) Promptly after receipt by a party indemnified pursuant to the provisions of subsection (a)
or (b) of this Section 8 of notice of the commencement of any action involving the subject matter
of the foregoing indemnity provisions, such indemnified party will, if a claim therefore is to be
made against the indemnifying party pursuant to the provisions of subsection




14









 







(a) or (b), notify the indemnifying party of the commencement thereof; but the omission so to
notify the indemnifying party will not relieve it from any liability which it may have to an
indemnified party otherwise than under this Section 8 and shall not relieve the indemnifying party
from liability under this Section 8 unless such indemnifying party is actually and materially
prejudiced by such omission. In case any such action is brought against any indemnified party, and
it notifies the indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein and, to the extent that it may wish, jointly with any other
indemnifying parties similarly notified, to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party; provided, however, that if the defendants in any such
action include both the indemnified party and the indemnifying party and the indemnified party
shall have reasonably concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from, conflict with or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to select separate
counsel (in which case the indemnifying party shall not have the right to direct the defense of
such action on behalf of the indemnified party or parties). Upon the permitted assumption by the
indemnifying party of the defense of such action, and approval by the indemnified party of counsel,
the indemnifying party shall not be liable to such indemnified party under subsection (a) or (b)
for any legal or other expenses subsequently incurred by such indemnified party in connection with
the defense thereof (other than reasonable costs of investigation) unless (i) the indemnified party
shall have employed separate counsel in connection with the assertion of legal defenses in
accordance with the proviso to the next preceding sentence, (ii) the indemnifying party shall not
have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified
party within a reasonable time, (iii) the indemnifying party and its counsel do not actively and
vigorously pursue the defense of such action, or (iv) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the indemnifying party. No
indemnifying party shall be liable to an indemnified party for any settlement of any action or
claim without the consent of the indemnifying party and no indemnifying party may unreasonably
withhold its consent to any such settlement. No indemnifying party will consent to entry of any
judgment or enter into any settlement that does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from all liability with
respect to such claim or litigation.




          (d) If the indemnification provided for in subsection (a) or (b) of this Section 8 is held by
a court of competent jurisdiction to be unavailable to a party to be indemnified with respect to
any claims, actions, demands, losses, damages, liabilities, costs or expenses referred to therein,
then each indemnifying party under any such subsection, in lieu of indemnifying such indemnified
party thereunder, hereby agrees to contribute to the amount paid or payable by such indemnified
party as a result of such claims, actions, demands, losses, damages, liabilities, costs or expenses
in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the
one hand and of the indemnified party on the other in connection with the statements or omissions
which resulted in such claims, actions, demands, losses, damages, liabilities, costs or expenses,
as well as any other relevant equitable considerations. The relative fault of the indemnifying
party and of the indemnified party shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to
state a material fact relates to information supplied by the indemnifying party or by the
indemnified party and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, the





15









 







amount any Holder of Registrable Securities shall be obligated to contribute pursuant to this
subsection (d) shall be limited to an amount equal to the per share sale price (less any
underwriting discount and commissions) multiplied by the number of shares of Registrable Securities
sold by such Holder pursuant to the registration statement which gives rise to such obligation to
contribute (less the aggregate amount of any damages which such Holder has otherwise been required
to pay in respect of such claim, action, demand, loss, damage, liability, cost or expense or any
substantially similar claim, action, demand, loss, damage, liability, cost or expense arising from
the sale of such Registrable Securities).




          (e) No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution hereunder from any person who was not guilty
of such fraudulent misrepresentation.




          (f) The obligations of the Company and Holders under this Section 8 shall survive the
completion of any offering of Registrable Securities in a registration statement and termination of
this Agreement.




     9. Stockholder Information.



     The Company may request each Holder of Registrable Securities as to which any registration is
to be effected pursuant to this Agreement to furnish the Company with such information with respect
to such Holder and the distribution of such Registrable Securities as the Company may from time to
time reasonably request in writing and as shall be required by law or by the Commission in
connection therewith, and each Holder of Registrable Securities as to which any registration is to
be effected pursuant to this Agreement agrees to promptly furnish the Company with such
information.



     10. Forms.



     All references in this Agreement to particular forms of registration statements are intended
to include, and shall be deemed to include, references to all successor forms which are intended to
replace, or to apply to similar transactions as, the forms herein referenced.



     11. Agreements of the Holders of Registrable Securities.



          (a) Each Holder of Registrable Securities agrees in connection with any registration of the
Company’s securities that, upon the request of the managing underwriter of any underwritten
offering of the Company’s securities, it or he or she shall not sell, make any short sale of, loan,
grant any option for the purchase of, or otherwise dispose of any capital stock of the Company
(other than the securities included in such registration) without the prior written consent of such
managing underwriter for a period not to exceed ninety (90) days
) (the “Lock-Up Period”),
provided, however, that each Holder of Registrable Securities also agrees that such Lock-Up Period
may be automatically extended by an additional eighteen (18) days pursuant to the terms of the
agreement entered into with such managing underwriter. The Company may impose stop transfer
instructions with respect to the Registrable Securities subject to the foregoing restriction until
the end of the Lock-Up Period.




16









 








          (b) Each Investor represents that it has not prepared or had prepared on its behalf or used or
referred to, and agrees that it will not prepare or have prepared on it behalf or use or refer to,
any Free Writing Prospectus, and has not distributed and will not distribute any written materials
in connection with the offer or sale of the Common Stock without the prior express written consent
of the Company and, in connection with any underwritten offering, the underwriters.




     12. Transfer of Registration Rights.



     The rights to cause the Company to register securities granted to the Holders of Registrable
Securities pursuant to this Agreement may be transferred or assigned only to (i) an affiliate or
immediate family member of a Holder of Registrable Securities or (ii) an immediate or remote
transferee of the Holder of Registrable Securities who, after such transfer, is the Holder of not
less than 5% of the number of shares of Registrable Securities outstanding as of the date of this
Agreement; provided that the transferee first agrees in writing to be bound by the terms of this
Agreement.



     13. Miscellaneous.



          13.1. Waivers and Amendments.




          (a) With the written consent of the Holders of a Majority of the Registrable Securities, the
obligations of the Company and the rights of the Holders of Registrable Securities under this
Agreement may be waived (either generally or in a particular instance, either retroactively or
prospectively and either for a specified period of time or indefinitely), and with such consent the
Company may enter into a supplementary agreement for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Agreement or of any
supplemental agreement or modifying in any manner the rights and obligations hereunder of the
Holders of Registrable Securities and the Company; provided, however, that no such waiver or
supplemental agreement shall reduce the aforesaid proportion of Registrable Securities, the Holders
of which are required to consent to any waiver or supplemental agreement, without the consent of
the Holders of all of the Registrable Securities.




          (b) Upon the effectuation of each such waiver, consent or agreement of amendment or
modification, the Company agrees to give prompt written notice thereof to the Holders of the
Registrable Securities who have not previously consented thereto in writing.




          (c) Neither this Agreement nor any provision hereof may be changed, waived, discharged or
terminated orally or by course of dealing, but only by a statement in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is sought. Specifically,
but without limiting the generality of the foregoing, the failure of any party hereunder at any
time or times to require performance of any provision hereof by the Company shall in no manner
affect the right of such party at a later time to enforce the same. No waiver by any party of the
breach of any term or provision contained in this Agreement, in any one or more instances, shall be
deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of
the breach of any other term or covenant contained in this Agreement.





17












 





          13.2. Effect of Waiver or Amendment.




          (a) Each Holder of Registrable Securities acknowledges that by operation of Section 13.1
hereof the Holders of a Majority of the Registrable Securities will, subject to the limitations
contained in Section 13.1, have the right and power to diminish or eliminate certain rights of such
Holder under this Agreement.




          13.3. Rights of Holders of Registrable Securities.




          (a) Each Holder of Registrable Securities shall have the absolute right to exercise or refrain
from exercising any right or rights which such Holder may have by reason of this Agreement or any
Registrable Security, including, without limitation, the right to consent to the waiver of any
obligation of the Company under this Agreement and to enter into an agreement with the Company for
the purpose of modifying this Agreement or any agreement effecting any such modification, and such
Holder shall not incur any liability to any other Holder with respect to exercising or refraining
from exercising any such right or rights.




          13.4. Notices.




          (a) All notices, requests or consents required or permitted under this Agreement shall be made
in writing and shall be given to the other parties by personal delivery, registered or certified
mail (with return receipt), overnight air courier (with receipt signature) or facsimile
transmission (with “answerback” confirmation of transmission), sent to such party’s addresses or
telecopy numbers as follows:




          If to the Company:



Solutia Inc.

575 Maryville Centre Dr.

St. Louis, MO 63141

Attn: General Counsel




          with a copy to:



Kirkland & Ellis LLP

Citicorp Center

153 East 53rd Street

New York, NY 10022

Fax: (212) 446-4900

Attn: Thomas W. Christopher

          Christian O. Nagler




          If to Monsanto:



David Snively, Esq. (General Counsel)

Monsanto Company

800 North Lindbergh Boulevard




18









 








          St. Louis, MO 63167




          with a copy to:



John C. Longmire, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

Fax: (212) 728-8111



Each such notice, request or consent shall be deemed effective upon the date of actual receipt,
receipt signature or confirmation of transmission, as applicable (or if given by registered or
certified mail, upon the earlier of (i) actual receipt or (ii) three days after deposit thereof in
the United States mail (with respect to addresses within the United States) or ten (10) days after
deposit thereof in the United States mail (with respect to addresses outside of the United States).




          13.5. Severability.




          (a) Should any one or more of the provisions of this Agreement or of any agreement entered
into pursuant to this Agreement be determined to be illegal or unenforceable, all other provisions
of this Agreement and of each other agreement entered into pursuant to this Agreement, shall be
given effect separately from the provision or provisions determined to be illegal or unenforceable
and shall not be affected thereby.




          13.6. No Third Parties.




          (a) Subject to Section 8 hereof, this Agreement shall not run to the benefit of or be
enforceable by any Person other than a party to this Agreement or, with respect to the Company, any
successor thereto.




          13.7. Headings.




          (a) The headings of the sections, subsections and paragraphs of this Agreement have been
inserted for convenience of reference only and do not constitute a part of this Agreement.




          13.8. Choice of Law.




          (a) It is the intention of the parties that the internal substantive laws, and not the laws of
conflicts, of the State of New York should govern the enforceability and validity of this
Agreement, the construction of its terms and the interpretation of the rights and duties of the
parties.




          13.9. Counterparts. This Agreement may be executed in any number of counterparts and
by different parties hereto in separate counterparts, with the same effect as if all parties had
signed the same document. All such counterparts shall be deemed an original, shall be construed
together and shall constitute one and the same instrument.




19









 








          13.10. Reports Under the Exchange Act. In order to provide the Holders the use of
Sections 2 and 3 hereof, and so long as there are Registrable Securities outstanding, the Company
will (i) file in a timely manner (giving effect to any delay permitted by the Securities Act and
the Exchange Act and the rules and regulations promulgated thereunder) the reports required to be
filed by it pursuant to the Securities Act and the Exchange Act and the rules and regulations
promulgated thereunder; (ii) make and keep public information available, as those terms are
understood and defined in the General Instructions to Form S-3, or any successor or substitute
form, and in Rule 144 under the Securities Act, or (iii) will take such further action as any
holder of Registrable Securities may reasonably request, all to the extent required from time to
time to enable such Holder to sell Registrable Securities on Form S-3 (or any successor or
substitute form) or without registration under the Securities Act within the limitation of the
exemptions provided by Rule 144 or Rule 144A under the Securities Act, as such Rule may be amended
from time to time, or any similar rule or regulation hereafter adopted by the Commission. Upon the
request of any holder of Registrable Securities, the Company will deliver to such holder a written
statement as to whether it has complied with such information and requirements and, to the extent
available, with a copy of the most recent annual or quarterly report of the Company, and such other
reports and documents of the Company as a Holder may reasonably request in availing itself of any
rule or regulation of the Commission allowing a Holder to sell securities without registration only
if such report is not available at www.sec.gov or on the Company’s website.




          13.11. Entire Agreement/Effectiveness.




     This Agreement contains the entire understanding of the parties hereto in respect of its
subject matter and supersedes all prior and contemporaneous agreements and understandings, oral and
written, between the parties with respect to such subject matter.



[signature page follows]




20









 








[REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE]




     IN WITNESS WHEREOF, the parties hereto, intending to be bound by the terms of this agreement,
have caused this Registration Rights Agreement to be executed by its duly authorized officer as of
the date first above written.



	 	 	 	 	 
	 	Solutia Inc.

 	 
	 	By:  	/s/ Rosemary L. Klein
 	 
	 	 	Name:  	Rosemary L. Klein 	 
	 	 	Title:  Senior vice President, General Counsel and
Secretary 
	 
	 
	 	Monsanto Company

 	 
	 	By:  	/s/ David F. Snively
 	 
	 	 	Name:  	David F. Snively 	 
	 	 	Title:  	Sr. V.P., Secretary & General Counsel 	 
	 



S-1