Registration Rights Agreement, dated as of August 13, 2004



 Exhibit 10.7 
  
 Execution Copy 
  
 REGISTRATION RIGHTS AGREEMENT 
  
  
 This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is
made as of August 13, 2004 by and among (i) Innophos Holdings, Inc., a Delaware corporation (the “Company”), (ii) each of the Persons listed on Schedule I attached hereto (collectively, the “Bain
Group”) and (iii) each other Person listed on the signature pages hereto (each such other Person listed on the signature pages hereto, the Bain Group and each other Person who from time to time becomes a party hereto by executing and
delivering a joinder in the form attached hereto as Exhibit A are collectively referred to herein as the “Stockholders” and each as a “Stockholder”). Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in Section 9 hereof. 
  
 The parties hereto agree as follows: 
  
 1.  Demand Registrations. 
  
 (a)   Requests for Registration.    Subject to the covenants set forth in the following subsections of this Section 1, the holders of a majority of the Bain Registrable Securities may request
(i) up to five (5) registrations under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration (“Long-Form Registrations”) and (ii) if available,
unlimited registrations under the Securities Act of all or any part of their Registrable Securities on Form S-2 or S-3 or any similar short-form registration (“Short-Form Registrations” and, collectively with Long Form
Registrations, “Demand Registrations”). 
  
 (b)  Demand Notice.    All requests for Demand Registrations shall be made by giving written notice to the Company (a “Demand Notice”). Each Demand Notice shall specify the approximate
number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such Demand Notice, the Company will give written notice of such requested registration to
all other holders of Registrable Securities and, subject to Section 1(e) below, will include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration
requirements and in any related underwriting) 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. 
  
 (c)  Demand Registration
Expenses.    The Company will pay all Registration Expenses in connection with any registration initiated as a Demand Registration, whether or not it has become effective. 
  
 (d)  Short-Form Registrations.    Demand
Registrations will be Short-Form Registrations whenever the Company is permitted to use any applicable short form (unless the underwriter of such offering requests the Company to use a Long-Form Registration in order to sell all of the Registrable
Securities requested to be sold). After the Company has become subject to the reporting requirements of the Securities Exchange Act, the Company will use its best efforts to make Short-Form Registrations available for the sale of Registrable
Securities. 







 (e)  Priority on Demand Registrations.    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 and, if permitted hereunder, other securities requested to be included in such offering exceeds the
number of Registrable Securities and other securities, if any, which can be sold therein without adversely affecting the marketability of the offering, the Company will include in such registration prior to the inclusion of any securities which are
not Registrable Securities the number of 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 number of shares of Registrable Securities owned by each such holder; provided that if the managing underwriter advises the Company that, in the managing underwriter’s opinion, the inclusion of the
Other Registrable Securities in the offering would adversely affect the marketing of the offering, then the number of Other Registrable Securities that will be included in the offering shall be further reduced as advised by the managing underwriter.

  
 (f)  Restrictions on Demand
Registrations.    The Company will not be obligated to effect any Demand Registration within six months after the effective date of a previous registered offering of securities (other than on form S-4 or S-8 or any successor
or similar form). The Company may postpone for up to 90 days (from the date of the request) the filing or the effectiveness of a registration statement for a Demand Registration if and so long as the Company determines that such Demand Registration
would reasonably be expected to have an adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender
offer, registration or issuance of securities, or other material transaction; provided, however, that in such event, the Company will pay all Registration Expenses in connection with such registration. The Company may not delay a
Demand Registration more than two times in any twelve-month period. 
  
 (g)  Selection of Underwriters.    The holders of a majority of the Bain Registrable Securities included in any Demand Registration will have the right to select the investment banker(s) and manager(s)
to administer the offering. The lead investment bank and manager shall be a nationally recognized, New York-based investment banking firm with substantial expertise in offerings of the kind contemplated in connection with the Demand Registration
(such kind of investment banking firm being referred to herein as a “Qualified Investment Bank”). 
  
 2.  Piggyback Registrations. 
  
 (a)  Right to Piggyback.    Whenever the Company proposes to register any of its securities under the Securities Act
(other than in an Initial Public Offering or pursuant to a Demand Registration or a registration on Form S-4 or S-8 or any successor or similar forms) and the registration form to be used may be used for the registration of Registrable Securities (a
“Piggyback Registration”), whether or not for sale for its own account, the Company will give prompt written notice to all holders of Registrable Securities of its intention to effect such a registration and, subject to Sections
2(c) and 2(d) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 30 days after the receipt of the Company’s notice.

  

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 (b)  Piggyback Expenses.    The Registration Expenses of the holders
of Registrable Securities will be paid by the Company in all Piggyback Registrations. 
  
 (c)  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 (with a copy to each party hereto requesting registration of Registrable Securities) that in their opinion the number of securities requested to be included in such registration exceeds the number which can be sold in such
offering without adversely affecting the marketability of such offering, the Company will include in such registration (i) first, the securities the Company proposes to sell, (ii) second, the Registrable Securities requested
to be included in such registration, pro rata among the holders of such Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third, other securities requested to be included in such
registration; provided that if the managing underwriter advises the Company that, in the managing underwriter’s opinion, the inclusion of the Other Registrable Securities in the offering would adversely affect the marketing of the
offering, then the number of Other Registrable Securities that will be included in the offering shall be further reduced as advised by the managing underwriter. 
  

(d)  Priority on Secondary Registrations.    If a Piggyback Registration is an underwritten secondary registration
on behalf of holders of the Company’s 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 which can be sold in
such offering without adversely affecting the marketability of the offering, the Company will include in such registration (i) first, the securities requested to be included therein by the holders requesting such registration,
(ii) second, Registrable Securities requested to be included in such registration, pro rata among such holders of Registrable Securities on the basis of the number of shares owned by each such holder, and (iii) third,
other securities requested to be included in such registration; provided that if the managing underwriter advises the Company that, in the managing underwriter’s opinion, the inclusion of the Other Registrable Securities in the offering
would adversely affect the marketing of the offering, then the number of Other Registrable Securities that will be included in the offering shall be further reduced as advised by the managing underwriter. 
  
 (e)  Other Registrations.    If the
Company has previously filed a registration statement with respect to Registrable Securities pursuant to Section 1 or pursuant to this Section 2, and if such previous registration has not been withdrawn or abandoned, the
Company will not file or cause to be effected any other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-4 or S-8 or
any successor form), whether on its own behalf or at the request of any holder or holders of such securities, until a period of at least six months has elapsed from the effective date of such previous registration. 
  
 3.  Holdback Agreements. 
  

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 (a)  To the extent not inconsistent with applicable law, each holder of Registrable Securities
agrees not to effect any public sale or distribution (including sales pursuant to Rule 144) of equity securities of the Company, or any securities, options or rights convertible into or exchangeable or exercisable for such securities, during
the seven days prior to and during (x) the 180-day period, in the case of an Initial Public Offering, and (y) the 90-day period for all other offerings, in each case beginning on the effective date of the applicable underwritten Demand
Registration or any underwritten Piggyback Registration (except as part of such underwritten registration), unless the underwriters managing the registered public offering otherwise agree. 
  
 (b)  The Company agrees not to effect any public sale or
distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven days prior to and during the 180-day period beginning on the effective date of any underwritten Demand
Registration or any underwritten Piggyback Registration (except as part of such underwritten registration or pursuant to registrations on Form S-4 or S-8 or any successor form), unless the underwriters managing the registered public offering
otherwise agree. 
  
 4.  Registration
Procedures.    Whenever the holders of Registrable Securities have requested that any Registrable Securities be registered pursuant to this Agreement, the Company will use its best efforts to effect the registration and the
sale of such Registrable Securities in accordance with the intended method of disposition thereof and pursuant thereto the Company will as expeditiously as possible: 
  
 (a)  prepare and (within 60 days after the end of the period within which requests for inclusion in such
registration may be given to the Company) file with the Securities and Exchange Commission a registration statement with respect to such Registrable Securities and thereafter use its best 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 will furnish to the counsel(s) selected by the holders of the Bain Registrable Securities covered by such
registration statement copies of all such documents proposed to be filed, which documents will be subject to review of such counsel); 
  
 (b)  prepare and file with the Securities and Exchange Commission 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 either (i) not less than six months (subject to extension pursuant to Section 7(b) below) or, if such
registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or
dealer or (ii) such shorter period as will terminate when all of the securities covered by such registration statement have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in
such registration statement (but in any event not before the expiration of any longer period required under the Securities Act), and to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by
such registration statement until such time as all of such securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; 
  

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 (c)  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; 
  
 (d)  use its best efforts to register or qualify such Registrable Securities under such other securities or blue sky laws of such jurisdictions as any seller reasonably requests and do any and all other acts and things which may
be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller (provided, that the Company will not be required to (i) qualify generally
to do business in any jurisdiction where it would not otherwise be required to qualify but for this subsection (d), (ii) subject itself to taxation in respect of doing business in any such jurisdiction or (iii) consent to general service
of process in any such jurisdiction); 
  
 (e)  promptly
notify each seller of such Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the discovery of the happening of any event as a result of which,
the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and, at
the request of any such seller, the Company will prepare and furnish to such seller a reasonable number of copies of a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such
prospectus will not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading in the light of the circumstances under which they were made; 
  
 (f)  cause all such Registrable Securities to be listed on each
securities exchange on which similar securities issued by the Company are then listed and, if not so listed, to be listed on the NASD automated quotation system and, if listed on the NASD automated quotation system, use its best efforts to secure
designation of all such Registrable Securities covered by such registration statement as a NASDAQ “national market system security” within the meaning of Rule 11Aa2-1 of the Securities and Exchange Commission or, failing that, to secure
NASDAQ authorization for such Registrable Securities and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such Registrable Securities with the NASD; 
  
 (g)  provide a transfer agent and registrar for all such
Registrable Securities not later than the effective date of such registration statement; 
  
 (h)  enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Bain Registrable Securities included in the
registration or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (including, without limitation, effecting a stock split or a combination of shares); provided, that
no holder of Registrable Securities shall have any indemnification or contribution obligation inconsistent with Section 6 hereof; 
  

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 (i)  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; 
  
 (j)  otherwise use its best efforts to
comply with all applicable rules and regulations of the Securities and Exchange Commission, and make available to its security holders, as soon as reasonably practicable, but not later than 18 months after the effective date of the registration
statement, 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 Securities Act and Rule 158 thereunder; 
  
 (k)  obtain one or more comfort letters, dated the effective date of such registration statement (and, if such registration includes an
underwritten public offering, dated the date of the closing under the underwriting agreement), signed by the Company’s independent public accountants in customary form and covering such matters of the type customarily covered by comfort letters
as the holders of a majority of the Bain Registrable Securities (or if none, the holders of a majority of the Registrable Securities) being sold reasonably request; 
  
 (l)  provide a legal opinion of the Company’s outside counsel, dated the effective date of such registration
statement (and, if such registration includes an underwritten public offering, dated the date of the closing under the underwriting agreement), with respect to the registration statement, each amendment and supplement thereto, the prospectus
included therein (including the preliminary prospectus) and such other documents relating thereto in customary form and covering such matters of the type customarily covered by legal opinions of such nature (in a form reasonably acceptable to the
holders of a majority of the Bain Registrable Securities (or if none, the holders of a majority of the Registrable Securities) included in the registration); 
  
 (m)  cooperate with the sellers of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any,
to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in
such names as the managing underwriter or agent, if any, or such holders may request; 
  
 (n)  notify counsel for the sellers of Registrable Securities included in such registration statement and the managing underwriter or agent, immediately, and confirm the notice in writing (i) when the
registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment prospectus shall have been filed, (ii) of the receipt of any comments from
the Securities and Exchange Commission, (iii) of any request of the Securities and Exchange Commission to amend the registration statement or amend or supplement the prospectus or for additional information, and (iv) of the issuance by the
Securities and Exchange Commission of 

  

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any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or
of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes; 
  
 (o)  make every reasonable effort to prevent the issuance of any
stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest
possible moment; 
  
 (p)  if requested by the managing
underwriter or agent or any holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such holder
reasonably requests to be included therein, including, without limitation, with respect to the number of Registrable Securities being sold by such holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or
agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after
being notified of the matters incorporated in such prospectus supplement or post-effective amendment; 
  
 (q)  if requested by the holders of a majority of the Bain Registrable Securities in connection with any Demand Registration initiated by such
holders, use its best efforts to cause to be included in such registration statement shares of the Company’s common stock having an aggregate value (based on the midpoint of the proposed offering range specified in the registration statement
used to offer such securities) of up to $20.0 million to be offered in a primary offering of the Company’s securities contemporaneously with such offering of Registrable Securities; and 
  
 (r)  cooperate with each seller of Registrable Securities and each
underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the National Association of Securities Dealers, Inc. 
  
 The Company may require each seller of Registrable Securities as to which any registration is
being effected to furnish the Company such information relating to the sale or registration of such Securities regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing.

  
 5.  Registration Expenses. 
  
 (a)  All expenses incident to the Company’s performance of or
compliance with this Agreement, including, without limitation, all registration, qualification and filing fees, fees and expenses of compliance with securities or blue sky laws, printing expenses, messenger and delivery expenses, and fees and
disbursements of counsel for the Company and all independent certified public accountants, underwriters (excluding discounts and commissions) and other Persons retained by the Company (all such expenses being herein called “Registration


  

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Expenses”), will be borne as provided in this Agreement, except that the Company will, in any event, pay its internal expenses (including,
without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit or quarterly review, the expense of any liability insurance and the expenses and fees for listing the
securities to be registered on each securities exchange on which similar securities issued by the Company are then listed or on the NASD automated quotation system. 
  
 (b)  In connection with each Demand Registration and each Piggyback Registration, the Company will reimburse the
holders of Registrable Securities covered by such registration (including, for the avoidance of doubt, the holders of Other Registrable Securities) for the reasonable fees and disbursements of one counsel chosen by the holders of a majority of the
Bain Registrable Securities (or if none, the holders of a majority of the Registrable Securities) included in such registration. 
  
 (c)  To the extent Registration Expenses are not required to be paid by the Company, each holder of securities included in any registration
hereunder will pay those Registration Expenses allocable to the registration of such holder’s securities so included, and any Registration Expenses not so allocable will be borne by all sellers of securities included in such registration in
proportion to the aggregate selling price of the securities to be so registered. 
  
 6.  Indemnification. 
  
 (a)  The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities, its officers, directors, employees, stockholders and general and limited partners and each
Person who controls such holder (within the meaning of the Securities Act) against any and all losses, claims, damages, liabilities, joint or several, to which such holder or any such director or officer or controlling person may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (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, together with any documents incorporated therein by reference or, (ii) any omission or
alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such holder and each such director, officers, employees, stockholders and general and
limited partners and controlling person for any legal or any other expenses, including any amounts paid in any settlement effected with the consent of the Company, which consent will not be unreasonably withheld or delayed, incurred by them in
connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or
action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement, or omission or alleged omission, made in such registration statement, any such prospectus or preliminary prospectus
or any amendment or supplement thereto, or in any application, in reliance upon, and in conformity with, written information prepared and furnished to the Company by such holder expressly for use therein. In connection with an underwritten offering,
the Company will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same 

  

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extent as provided above with respect to the indemnification of the holders of Registrable Securities. 
  
 (b)  In connection with any registration statement in which a
holder of Registrable Securities is participating, each such holder will furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such registration statement or prospectus
and, to the extent permitted by law, will indemnify and hold harmless the Company, its directors, officers, employees, stockholders and general and limited partners and each other Person who controls the Company (within the meaning of the Securities
Act) against any losses, claims, damages, liabilities, joint or several, to which such holder or any such director or officer or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or
preliminary prospectus or any amendment thereof or supplement thereto or in any application, together with any documents incorporated therein by reference or (ii) any omission or alleged omission of a material fact required to be stated therein
or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto,
or in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by such holder expressly for use therein, and such holder will reimburse the Company and each such director, officer and
controlling Person for any legal or any other expenses including any amounts paid in any settlement effected with the consent of such holder, which consent will not be unreasonably withheld or delayed, incurred by them in connection with
investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the obligation to indemnify will be individual (and not joint and several) to each holder and will be limited to the net amount
of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement. 
  
 (c)  Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided, however, that the failure of any indemnified party to give such notice shall not relieve the indemnifying party of its obligations hereunder, except to the extent that the
indemnifying party is actually prejudiced by such failure to give such notice), and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist 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 will not be subject to any liability for any
settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees
and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment 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. 
  

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 (d)  The indemnifying party shall not, except with the approval of each indemnified party,
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 each indemnified party of a release from all liability in respect to such claim or
litigation without any payment or consideration provided by such indemnified party. 
  
 (e)  If the indemnification provided for in this Section 6 is unavailable to or is insufficient to hold harmless an indemnified party under the provisions above in respect of any losses, claims,
damages or liabilities referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is
appropriate to reflect not only the relative benefits received by the Company on the one hand and the sellers of Registrable Securities and any other sellers participating in the registration statement on the other from the sale of Registrable
Securities pursuant to the registered offering of securities as to which indemnity is sought but also the relative fault of the indemnified party and the indemnifying party as well as any other relevant equitable considerations or (ii) if the
allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the
one hand and of the sellers of Registrable Securities and any other sellers participating in the registration statement on the other in connection with the statement or omissions which resulted in such losses, claims, damages or liabilities, as well
as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and the sellers of Registrable Securities and any other sellers participating in the registration statement on the other shall be deemed to
be in the same proportion as the total net proceeds from the offering (before deducting expenses) to the Company bear to the total net proceeds from the offering (before deducting expenses) to the sellers of Registrable Securities and any other
sellers participating in the registration statement. The relative fault of the Company on the one hand and of the sellers of Registrable Securities and any other sellers participating in the registration statement on the other shall be determined by
reference to, among other things, whether the untrue or alleged omission to state a material fact relates to information supplied by the Company or by the sellers of Registrable Securities or other sellers participating in the registration statement
and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. 
  
 The Company and the sellers of Registrable Securities agree that it would not be just and equitable if contribution pursuant to this Section 6 were determined
by pro rata allocation (even if the sellers of Registrable Securities were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately
preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth
above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 6, no seller of Registrable
Securities shall be required to contribute any amount in excess of the net proceeds received by such Seller from the sale of Registrable Securities covered by the registration statement filed pursuant hereto. No person guilty of fraudulent
misrepresentation (within the 

  

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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. 
  
 (f)  The indemnification and
contribution by any such party provided for under this Agreement shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract and will remain in full force and effect
regardless of any investigation made or omitted by or on behalf of the indemnified party or any officer, director or controlling Person of such indemnified party and will survive the transfer of securities. 
  
 7.  Participation in Underwritten Registrations. 

 
 (a)  No Person may participate in any registration hereunder
which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (including,
without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s), provided, that no holder of Registrable Securities will be required to sell more than the number of
Registrable Securities that such holder has requested the Company to include in any registration) and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements. 
  
 (b)  Each Person that is participating in any registration hereunder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 4(e) above, such Person will
forthwith discontinue the disposition of its Registrable Securities pursuant to the registration statement until such Person’s receipt of the copies of a supplemented or amended prospectus as contemplated by such Section 4(e). In
the event the Company shall give any such notice, the applicable time period mentioned in Section 4(b) during which a Registration Statement is to remain effective shall be extended by the number of days during the period from and
including the date of the giving of such notice pursuant to this Section 7(b) to and including the date when each seller of a Registrable Security covered by such registration statement shall have received the copies of the supplemented
or amended prospectus contemplated by Section 4(e). 
  
 8.  Current Public Information.    At all times after the Company has filed a registration statement with the Securities and Exchange Commission pursuant to the requirements of either the Securities Act
or the Securities Exchange Act, the Company will timely 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 Securities and Exchange Commission thereunder,
and will take such further action as any holder or holders of Registrable Securities may reasonably request, all to the extent required to enable such holders to sell Registrable Securities pursuant to Rule 144 adopted by the Securities and Exchange
Commission under the Securities Act (as such rule may be amended from time to time) or any similar rule or regulation hereafter adopted by the Securities and Exchange Commission. 
  

 11 








 9.  Definitions. 
  
 “Affiliate” means, with respect to any Person, any other Person controlling, controlled by or under common
control with the Person and, in the case of a Person which is a partnership, any partner of such Person. 
  
 “Bain Registrable Securities” means (i) any share of Class A Common issued to the Bain Group (or their Affiliates) or otherwise
acquired, including, without limitation, upon any recapitalization of Class L Common into Class A Common, and (ii) any equity securities issued or issuable directly or indirectly with respect to any of the foregoing securities referred to
in clause (i) by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization; provided, however, that in the event that pursuant to any
recapitalization or exchange Non-Participating Securities are issued, such Non-Participating Securities will not be Registrable Securities. As to any particular shares constituting Bain Registrable Securities, such shares will cease to be Bain
Registrable Securities when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, or (y) sold to the public pursuant to Rule 144 under the Securities
Act. For purposes of this Agreement, a Person will be deemed to be a holder of Bain Registrable Securities whenever such Person has the right to acquire directly or indirectly such Bain Registrable Securities (upon conversion or exercise in
connection with a transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected. 
  
 “Business Day” means any day that is not a Saturday, a
Sunday or any other day on which banks are required or authorized by law to be closed in the State of New York. 
  
 “Class A Common” means the Class A Common Stock, par value $0.001 per share, of the Company. 
  
 “Class L Common” means the Class L Common Stock, par value
$0.001 per share, of the Company. 
  
 “Initial Public
Offering” means a public offering and sale of the Company’s common stock pursuant to an effective registration statement under the Securities Act of 1933, as amended, if immediately thereafter the Company has publicly held common stock
listed on a national securities exchange or the NASD automated quotation system. 
  
 “Non-Participating Securities” means equity securities which do not participate in the residual equity of the Company. 
  
 “Other Registrable Securities” means, so long as the holder thereof shall be a party hereto: (i) any
share of Class A Common issued to any Person other than a member of the Bain Group, including, without limitation, upon any recapitalization of Class L Common into Class A Common, and (ii) any equity securities issued or issuable
directly or indirectly with respect to any of the foregoing securities referred to in clause (i) by way of stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other
reorganization; provided, however, that in the event that pursuant to any recapitalization or exchange Non-Participating Securities are issued, such Non-Participating Securities will not 

  

 12 








 
be Registrable Securities. As to any particular shares constituting Other Registrable Securities, such shares will cease to be Other Registrable Securities
when they have been (x) effectively registered under the Securities Act and disposed of in accordance with the registration statement covering them, or (y) sold to the public pursuant to Rule 144 under the Securities Act. For purposes of
this Agreement, a Person will be deemed to be a holder of Other Registrable Securities whenever such Person has the right to acquire directly or indirectly such Other Registrable Securities (upon conversion or exercise in connection with a transfer
of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been effected. 
  
 “Person” means an individual, a partnership, a joint venture, a corporation, a limited liability company, a
trust, an unincorporated organization and a government or any department or agency thereof. 
  
 “Registrable Securities” means, collectively, the Bain Registrable Securities and the Other Registrable Securities. 
  
 “Securities Act” means the Securities Act of 1933, as amended, or any successor federal law then in force.

  
 “Securities and Exchange Commission” includes
any governmental body or agency succeeding to the functions thereof. 
  
 “Securities Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor federal law then in force. 
  
 10.  Miscellaneous. 
  
 (a)  No Inconsistent Agreements; Foreign Registration.    The Company will 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. In the event the Company’s board of directors (the “Board”) approves a public
offering or sale of the common stock of the Company (or other securities representing, or exercisable for or convertible into, shares of common stock) pursuant to the securities laws of a country other than the United States of America, the Board
shall have the power to amend this Agreement in such manner as it shall deem reasonably necessary to ensure that the provisions of this Agreement will apply to the fullest extent practicable to any offering or sale under such foreign securities
laws. 
  
 (b)  Adjustments Affecting Registrable
Securities.    The Company will not take any action, or permit any change to occur, with respect to its securities that would materially and adversely affect the ability of the holders of Registrable Securities to include
such Registrable Securities in a registration undertaken pursuant to this Agreement or which would adversely affect the marketability of such Registrable Securities in any such registration (including, without limitation, effecting a stock split or
a combination of shares). If the holders of Registrable Securities create a new holding company (“Holdco”), the result of which is that the shareholders of the Company immediately before such event become all the shareholders of
Holdco, then in each instance the provisions of this Agreement will in addition to the Company 

  

 13 








 
also apply to Holdco in the same manner as if Holdco were substituted for the Company throughout this Agreement. 
  
 (c)  Remedies.    The parties hereto
agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that, in addition to any other rights and remedies at law or in equity existing in its favor, any party shall be entitled
to specific performance and/or other injunctive relief from any court of law or equity of competent jurisdiction (without posting any bond or other security) in order to enforce or prevent violation of the provisions of this Agreement. 

 
 (d)  Amendment and Waiver.    Except
as otherwise provided herein, the provisions of this Agreement may be amended or waived only upon the prior written consent of the Company and the holders of a majority of the Bain Registrable Securities (or if none, the holders of a majority of
Registrable Securities); provided, however, that in the event such amendment or waiver would treat a holder or group of holders of Registrable Securities in a manner materially different from, and materially adverse relative to, the
holders of Bain Registrable Securities voting in favor of such amendment, then such amendment or waiver will require the consent of such holder or the holders of a majority of the Registrable Securities of such group adversely treated. The failure
of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance
with its terms. 
  
 (e)  Successors and
Assigns.    This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns. In addition, and whether or not any express assignment shall
have been made, the provisions of this Agreement that are for the benefit of the holders of Registrable Securities (or any portion thereof) as such shall be for the benefit of and enforceable by any subsequent holder of any Registrable Securities
(or of such portion thereof), subject to the provisions respecting the minimum numbers or percentages of shares of Registrable Securities (or of such portion thereof) required in order to be entitled to certain rights, or take certain actions,
contained herein. 
  
 (f)  Severability.    Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is
held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or the effectiveness or validity of any provision
in any other jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. 
  
 (g)  Counterparts.    This Agreement may
be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same Agreement. 
  
 (h)  Descriptive Headings.    The descriptive headings of this Agreement are inserted for convenience only and do not
constitute a part of this Agreement. 
  

 14 








 (i)  Notices.    All notices, demands and other communications to be
given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when personally delivered, sent by telecopy (with receipt confirmed) on a Business Day during regular business hours
of the recipient (or, if not, on the next succeeding Business Day) or two Business Days after sent by reputable overnight express courier (charges prepaid). Such notices, demands and other communications shall be sent to the following Persons at the
following addresses: 
  
 If to the Company,
to: 
 Innophos, Inc. 
 P.O. Box 8000 
 259 Prospect Plains Road 
 Cranbury, NJ 08512-8000 
 Telecopy: (609) 860-0350 
 Attn: Chief Executive Officer and Chief Financial Officer

 with a copy (which shall not constitute notice to the Company), to: 
  
 Kirkland & Ellis LLP 
 Citigroup Center 
 153 East 53rd Street 
 New York, NY 10022-4611 
 Telecopy: (212) 446-4900 
 Attn: Eunu Chun 
  
 If to the Bain Group, to: 
  
 Bain Capital NY, LLC 
 745 Fifth Avenue 
 New York, NY 10151 
 Telecopy: (212) 326-9420 
 Attn: Stephen M. Zide 
  
 with a copy (which shall not constitute notice to the Bain Group), to: 
  
 Kirkland & Ellis LLP 
 Citigroup Center 
 153 East 53rd Street 
 New York, NY 10022-4611 
 Telecopy: (212) 446-4900 
 Attn: Eunu Chun 
  
 If to any other Person party to this Agreement, to: 
  
 the address for such Person shown in the books and records of the Company; 
 or to such other Person as the recipient party
has specified by prior written notice to the sending party. 
  
 (j)  Delivery by Facsimile.    This Agreement and any signed agreement or instrument entered into in connection thereto or contemplated thereby, and any amendments hereto or thereto, to the extent signed
and delivered by means of a facsimile machine, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof
delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party 
  

 15 








 hereto or to any such agreement or instrument shall raise the use of a facsimile machine to deliver a signature or the
fact that any signature or agreement or instrument was transmitted or communicated through the use of a facsimile machine as a defense to the formation of a contract and each such party forever waives any such defense. 
  
 (k)  Time of the Essence.    Time is of
the essence for each and every provision of this Agreement. Whenever the last day for the exercise of any privilege or the discharge or any duty hereunder shall fall upon a Saturday, Sunday, or any date on which banks in New York City, New York are
authorized to be closed, the party having such privilege or duty may exercise such privilege or discharge such duty on the next succeeding day which is a regular business day. 
  
 (l)  Governing Law.    All issues concerning this Agreement shall be governed by and
construed in accordance with the laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law
of any jurisdiction other than the State of New York. 
  
 *
    *     *     *     * 
  

 16 








 IN WITNESS WHEREOF, the parties have executed this Registration Agreement on the day and year first above
written. 
  
  

					
	INNOPHOS HOLDINGS, INC.
		
	By:	 	/S/    MARK FEUERBACH
	Name:	 	 	  	 Mark Feuerbach

	Title:	 	 	  	 Chief Financial Officer

	
	BAIN CAPITAL FUND VII, LLC
		
	By:	 	Bain Capital Fund VII, L.P., its sole member
	By:	 	Bain Capital Partners VII, L.P., its General Partner
	By:	 	Bain Capital Investors, LLC, its General Partner
		
	By:	 	/S/    STEVEN ZIDE
	 	 	Managing Director
	
	BAIN CAPITAL FUND VIII, LLC
		
	By:	 	Bain Capital Fund VIII, L.P., its sole member
	By:	 	Bain Capital Partners VIII, L.P., its General Partner
	By:	 	Bain Capital Investors, LLC, its General Partner
		
	By:	 	/S/    STEVEN ZIDE
	 	 	Managing Director
	
	BCIP ASSOCIATES III, LLC
		
	By:	 	BCIP Associates III, its Manager
	By:	 	Bain Capital Investors, LLC, its Managing Partner
		
	By:	 	/S/    STEVEN ZIDE
	 	 	Managing Director


  
  
 Signatures continued on the following page 








			
	 BCIP TRUST ASSOCIATES III, LLC

		
	By:	 	 BCIP Trust Associates III, its Manager

	By:	 	 Bain Capital Investors, LLC, its Managing Partner

		
	BY:	 	 /S/    STEVEN
ZIDE

	 	 	 Managing Director

	
	BCIP ASSOCIATES III-B, LLC
		
	By:	 	 BCIP Associates III-B, its Manager

	By:	 	 Bain Capital Investors, LLC, its Managing Partner

		
	BY:	 	 /S/    STEVEN
ZIDE

	 	 	 Managing Director

	
	BCIP TRUST ASSOCIATES III-B, LLC
		
	By:	 	 BCIP Trust Associates III-B, its Manager

	By:	 	 Bain Capital Investors, LLC, its Managing Partner

		
	BY:	 	 /S/    STEVEN
ZIDE

	 	 	 Managing Director

	
	K&E INVESTMENT PARTNERS, LLC.—2004-B DIF
		
	By:	 	 /S/    EUNU CHUN

	Name:	 	 Eunu Chun

	Title:	 	 Partner



  
  
 Signatures continued on the following page 







 Management Investor Signature Page 
  
  

			
	 	 	/S/    RANDOLPH GRESS
	 	 	RANDOLPH GRESS
		
	 	 	/S/    JOSE ROBERTO FLORES ATHIE
		
	 	 	Jose Roberto Flores Athie
		
	 	 	/S/    ERIC HAAIJER
		
	 	 	Eric Haaijer
		
	 	 	/S/    WILMA HARRIS
		
	 	 	Wilma Harris
		
	 	 	/S/    MARK FEUERBACH
		
	 	 	Mark Feuerbach
		
	 	 	/S/    LOUIS CALVARIN
		
	 	 	Louis Calvarin









 SCHEDULE I 
  
  
 Bain Capital Fund VII, LLC

  
 Bain Capital Fund VIII, LLC 
  
 BCIP Associates III, LLC 
  
 BCIP Trust Associates III, LLC 
  
 BCIP Associates III-B, LLC 
  
 BCIP Trust Associates III-B, LLC 







 EXHIBIT A 
  
 FORM OF JOINDER TO 
 REGISTRATION RIGHTS AGREEMENT 
  
  
 THIS JOINDER (this “Joinder”) to the Registration Rights Agreement (the “Agreement”), dated as of August [__],
2004, by and among Innophos Holdings, Inc. (the “Company”), and the Stockholders is made and entered into as of [            ] by and between the Company and
[            ] (“Holder”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Agreement. 
  
 WHEREAS, (i) Holder has acquired certain shares of the Company’s
capital stock, (ii) the Company desires to grant to Holder certain registration rights in accordance with the terms of the Agreement and each of the Stockholders consents to the granting of such registration rights, and (iii) it is a
condition to the transfer or issuance to the Holder that Holder agrees to be bound by the terms of the Agreement. 
  
 NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Joinder hereby agree as follows: 

	1.	Agreement to be Bound. Holder hereby agrees that upon execution of this Joinder, Holder shall become a party to the Agreement and shall be fully bound by, and subject to, all
of the covenants, terms and conditions of the Agreement as though an original party thereto and shall be deemed a [Stockholder] for all purposes thereof. In addition, Holder hereby agrees that all shares of Class A Common Stock issued to
or acquired by Holder, including, without limitation, upon any recapitalization of Class L Common into Class A Common (and any equity securities issued or issuable directly or indirectly with respect to any of the foregoing securities by way of
stock dividend or stock split or in connection with a combination of shares, recapitalization, merger consolidation or other reorganization) shall be deemed [Other] Registrable Securities for all purposes of the Agreement. [This
Section 1 to be changed as appropriate if Holder will be a member of the Bain Group.] 

  

	2.	Successors and Assigns. Except as otherwise provided herein, this Joinder shall bind and inure to the benefit of and be enforceable by the Company and its successors and
assigns and Holder and any subsequent holders of Registrable Securities held by Holder and the respective successors and assigns of each of them, so long as they hold such Registrable Securities. 

  

	3.	Counterparts. This Joinder may be executed in separate counterparts each of which shall be an original and all of which taken together shall constitute one and the same
agreement. 

  

	4.	Governing Law. All issues concerning this agreement shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of New York. 

  

 1 









	5.	Descriptive Headings.    The descriptive headings of this Joinder are inserted for convenience only and do not constitute a part of this Joinder.


  
 *
    *     *     *     * 
  

 2 








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

  
  

					
	INNOPHOS HOLDINGS, INC.
		
	By: 	 	 
	 	 	Name:	  	 
	 	 	Title:	  	 
			
	 	 	 	  	 
	[HOLDER]