REGISTRATION RIGHTS AGREEMENT



  
 Exhibit 4.4

  
 REGISTRATION RIGHTS AGREEMENT 
  
 This Registration Rights Agreement (“Agreement”) is made and
entered into as of January 30, 2004, by and among Whole Foods Market, Inc., a Texas corporation (“Issuer”), and the persons listed on Schedule I hereto (each a “Holder” and collectively the “Holders”); and 

 
 WHEREAS, the Holders are one or more of the Sellers, as defined in that
certain Share Purchase Agreement (the “Purchase Agreement”), dated as of 16 January 2004, to which the Holders and Issuer are parties. 
  
 The parties hereby agree as follows: 
  
 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: 
  
 Board: The Board of Directors of Issuer. 
  
 Common Stock: The Common Stock of Issuer. 
  
 Majority in Interest of the Holders: Holders owning at least 51% of
the Registrable Securities then outstanding and owned by all Holders. 
  
 Misstatement: An untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus or necessary to make the statements in a Registration Statement, Prospectus
or preliminary prospectus not misleading. 
  
 Person: A
natural person, partnership, corporation, business trust, association, joint venture or other entity or a government or agency or political subdivision thereof. 
  

Prospectus: The prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any
and all post-effective amendments and including all material incorporated by reference in such prospectus. 
  
 Registration: The shelf registration described in Section 2(a) hereof or a piggyback registration described in Section 2(b) hereof. 
  
 Registration Expenses: The out-of-pocket expenses of a Registration,
including: 
  
 (1) all registration and filing fees; 

 
 (2) fees and expenses of compliance with securities or blue sky laws
(including fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities); 
  
 (3) printing, messenger, telephone and delivery expenses; 
  
 (4) fees and disbursements of counsel for Issuer; and 
  
 (5) fees and disbursements of all independent certified public accountants of Issuer incurred specifically in connection with such Registration.

  
 Registrable Securities: (a) The shares of Common Stock
received by the Holders pursuant to the transactions contemplated by the Purchase Agreement and (b) any securities issued or issuable with respect to such 

  









 
shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization or
similar transaction; provided that any such share or security shall be deemed to be Registrable Securities only if and so long as it is a Transfer Restricted Security. 
  
 Registration Statement: Any registration statement which covers Registrable Securities pursuant to the provisions of
this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such
registration statement. 
  
 Securities Act: The Securities
Act of 1933, as from time to time amended. 
  
 SEC: The
Securities and Exchange Commission. 
  
 Transfer Restricted
Security: A security that has not been sold to or through a broker, dealer or underwriter in a public distribution or other public securities transaction or not otherwise exempt from the registration and prospectus delivery requirements of the
Securities Act under Rule 144(k) promulgated thereunder (or any successor rule other than Rule 144A). The foregoing notwithstanding, a security shall remain a Transfer Restricted Security until (i) all stop transfer instructions or notations and
restrictive legends with respect to such security are eligible to be removed and (ii) the Holder of such security has received an opinion of counsel to Issuer, to the effect that such shares in such Holder’s hands are freely transferable in any
public or private transaction without registration under the Securities Act (or such Holder has waived receipt of such opinion). 
  
 Underwritten Registration or Underwritten Offering: A registration in which securities of Issuer are sold to one or more underwriters for
distribution to the public. 
  
 2. Registrations.

  
 (a) Shelf Registration. Upon the request of a Majority
in Interest of the Holders at any time (but only on one occasion), Issuer will use its best efforts to promptly file and cause to become effective an appropriate Registration Statement under the Securities Act covering such number of Registrable
Securities as the Holders shall request, which Registration Statement will, if requested by Holders, provide for delayed or continuous offering of Registrable Securities pursuant to Rule 415 under the Securities Act (or any similar rule then in
effect). 
  
 (b) Piggyback Registrations. Each time Issuer
decides to file a Registration Statement under the Securities Act (other than on Forms S-4 or S-8 or any successor form for the registration of securities issued or to be issued in connection with a merger or acquisition or employee benefit plan,
unless Issuer otherwise registers Common Stock for sale from time to time pursuant to registration rights granted to other holders of Common Stock) covering the offer and sale by it or other holders of Issuer’s securities who may demand
registration of such securities of any of its securities for money, Issuer shall give written notice thereof to all Holders of Registrable Securities. Issuer shall include in such Registration Statement such shares of Registrable Securities for
which it has received written requests to register such shares within 30 days after such written notice has been given. If the Registration Statement is to cover an Underwritten Offering, such Registrable Securities shall be included in the
underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. 
  
 Issuer may decline to file a Registration Statement pursuant to this Section 2(b) after giving notice to any Holder, or withdraw a Registration Statement
after filing pursuant to this Section 2(b) and after such notice, but prior to the effectiveness thereof, provided, that Issuer shall promptly notify each Holder in writing of any such action. 
  
 3. Registration Procedures. If and whenever Issuer is required to
register Registrable Securities, Issuer will use its best efforts to effect such registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto Issuer will as
expeditiously as possible: 
  
 (a) prepare and file with the SEC
within 20 days after a request for registration a Registration Statement on such form as shall be available for sale of the Registrable Securities in accordance with the intended 

  









 
method or methods of distribution thereof with respect to such Registrable Securities and use its best efforts to cause such Registration Statement to become
effective and remain effective until the Registrable Securities covered by such Registration Statement have been sold; 
  
 (b) prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as
may be requested by any Holder of Registrable Securities or any underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by Issuer or by the Securities Act or
rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration
Statement or supplement to the Prospectus; 
  
 (c) deliver to each
selling Holder of Registrable Securities and the underwriters, if any, without charge, as many copies of each Prospectus (and each preliminary prospectus) as such Persons may reasonably request (Issuer hereby consenting to the use of each such
Prospectus (or preliminary prospectus) by each of the selling Holders of Registrable Securities and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus (or preliminary
prospectus); 
  
 (d) provide to Holders copies of all documents
(including without limitation, any registration statement, prospectus, supplement, amendment, exhibit to a registration statement or document incorporated by reference to any of the foregoing) to be filed with the SEC at least five business days
prior to such filing; 
  
 (e) take all actions, enter into such
agreements and provide such information reasonably necessary to effect the registration and sale of the Registered Securities contemplated hereby; and 
  
 (f) prior to any public offering of Registrable Securities, register or qualify or cooperate with the selling Holders of Registrable Securities, the
underwriters, if any, and their respective counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions as such selling Holders or
underwriters may designate in writing and do anything else necessary or advisable to enable the disposition in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided that Issuer shall not be required
to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to general service of process in any such jurisdiction where it is not then so subject. 
  
 4. Registration Expenses. The Registration Expenses of all
Registrations shall be borne by Issuer, except that the fees and disbursements of any counsel to the selling security holders shall be paid by such holders if such security holders are unwilling to be represented by counsel to Issuer. 
  
 5. Requirements for Participation in Underwritten Offerings. No Person
may participate in any Underwritten Offering pursuant to a Registration initiated by Issuer hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by Issuer and
(b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided, that the terms of such underwriting arrangement
in connection with the sale of Registrable Securities shall be no less favorable than the terms afforded to any other holder of securities participating in the Underwritten Offering. 
  
 6. Suspension of Sales. Upon receipt of written notice from Issuer that a Registration Statement or Prospectus
contains a Misstatement, each Holder of Registrable Securities shall forthwith discontinue disposition of Registrable Securities until such Holder has received copies of a supplemented or amended Prospectus, or until such Holder is advised in
writing by Issuer that the use of the Prospectus may be resumed, and, if so directed by Issuer, such Holder shall deliver to Issuer (at Issuer’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the
Prospectus covering such Registrable Securities current at the time of receipt of such notice. 
  









 7. Indemnification; Contribution. 
  
 (a) Indemnification by Issuer. Issuer agrees to indemnify, to the full extent permitted by law, each holder of
Registrable Securities, its officers, directors, employees and agents and each Person who controls such holder (within the meaning of the Securities Act), and any investment advisor thereof or agent therefor against all losses, claims, damages,
liabilities and expenses (including reasonable costs of investigation and legal expenses) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement, prospectus or preliminary
prospectus, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus or preliminary
prospectus, in light of the circumstances under which they are made) not misleading, except insofar as the same are arising out of or based upon or contained in any information with respect to such holder furnished in writing to Issuer by such
holder expressly for use therein. Issuer also agrees to reimburse, to the full extent permitted by law, each such holder and each such officer, director, and controlling person for any legal or other expenses reasonably incurred by such holder or
such officer, director or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action to the extent that the same are not incurred in connection with the proviso of the preceding sentence. This
indemnity will be in addition to any liability which Issuer may otherwise have. 
  
 (b) Indemnification by Holders of Registrable Securities. In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to Issuer, in
writing, such information and affidavits with respect to such holder as Issuer reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify, to the extent permitted by law, Issuer, its
directors, officers, employees and agents and each Person who controls Issuer (within the meaning of the Securities Act), and any investment advisor thereof or agent therefor against any losses, claims, damages, liabilities and expenses resulting
from any untrue statement of a material fact or any omission of a material fact required to be stated in the registration statement or prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein (in the case
of a prospectus, in light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in or failed to be contained in any information or affidavit with
respect to such holder so furnished in writing by such holder specifically for inclusion therein or resulting from the violation of applicable securities laws of such holder or its agents in connection with the sale of the Registrable Securities. In
no event shall the liability of any participating holder hereunder be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

  
 (c) Conduct of Indemnification Proceedings. Any Person
entitled to indemnification hereunder agrees to give prompt written notice to the indemnifying party after the receipt by such Person of any written notice of the commencement of any action, suit or proceeding against such Person or investigation
thereof made in writing for which such Person will claim indemnification or contribution pursuant to this Agreement and, permit the indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to such indemnified
party. If the indemnifying party is not entitled to, or does not, assume the defense of a claim, it will not be obligated to pay the fees and expenses of more than one counsel with respect to such claim. No indemnified party will be required to
consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from any liability in respect of such claim or
litigation. The indemnifying party will not be subject to any liability for any settlement made without its consent, which shall not be unreasonably withheld. 
  

(d) Contribution. If the indemnification provided for in this Section 7 from the indemnifying party is unavailable to an indemnified party
hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein by reason other than that set forth in the exception in the first sentence of 7(a) above, 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 or inactions 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 act or question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made
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 action. The amount paid or payable by an


  









 
indemnifying party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the
limitations set forth in 7(c), any legal or other fees or expenses reasonably incurred by the indemnified party in connection with any investigation or proceeding. 
  
 The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7(d) were
determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. Notwithstanding the provisions of this Section 7(d),
an indemnifying holder shall not be required to contribute any amounts in excess of the amount by which the total price at which the Registrable Securities were sold by such indemnifying holder and distributed to the public exceeds the amount of any
damages which such indemnifying holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. 
  
 If indemnification is available under this Section 7, the indemnifying parties shall indemnify each indemnified party to the full extent provided in
Sections 7(a) and (b) without regard to the relative fault of said indemnifying party or indemnified party or any other equitable consideration provided for in this Section 7(d). 
  
 8. Rule 144. Issuer covenants that it will file all reports required to be filed by it under the Securities Act and
the Securities Exchange Act and the rules and regulations adopted by the SEC thereunder (or, if it is not required to file such reports, it will make publicly available such information as will enable the holders of Registrable Securities to sell
any Registrable Securities held by them without registration under the Securities Act); and it 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 without registration under the Securities Act within the limitation of the exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rule or
regulation hereafter adopted by the SEC. Upon the reasonable request of any holder of Registrable Securities, Issuer will deliver to such holder a written statement as to filings made by Issuer with the SEC. 
  









 9. Miscellaneous. 
  
 (a) Notices. Any notice, demand, request, consent, approval, declaration, delivery or other communication hereunder
to be made pursuant to the provisions of this Agreement shall be sufficiently given or made if given or made in the manner set forth in the Purchase Agreement. 
  

(b) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the parties hereto.

  
 (c) Counterparts. This Agreement may be executed in any
number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
  
 (d) Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Delaware. 
  
 (e)
Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. 
  
 (f) No Inconsistent Agreements. Issuer will not hereafter enter into any agreement granting registration rights with respect to its securities
unless the registration rights are not otherwise in conflict or inconsistent with the rights of holders of Registrable Securities in this Agreement. 
  









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

  

			
	WHOLE FOODS MARKET, INC.
		
	 	 	/s/    JIM SUD        
	 	 	

	 	 	 
		
	By:	 	JIM SUD
	 	 	

	 	 	Print name


  

			
	 THE SELLERS’ REPRESENTATIVES
 (for and on behalf of the Holders)

		
	 	 	/s/    KHWAJA SHAHID MUZAFFAR
HASSAN        
	 	 	

	 	 	Khwaja Shahid Muzaffar Hassan
		
	 	 	/s/    MAURICE E PINTO        
	 	 	

	 	 	Maurice E Pinto
		
	 	 	/s/    BARNET FEINBLUM        
	 	 	

	 	 	Barnet Feinblum