EX-10(YY)



 







    Exhibit
    10yy



 




    FORM OF



 




    REGISTRATION
    RIGHTS AGREEMENT



 



    THIS REGISTRATION RIGHTS AGREEMENT is entered into as of
    [          ],
    2007 by and between Solutia Inc., a Delaware corporation (the
    “Company”), and Monsanto Company, a Delaware
    corporation (“Monsanto”).



 




    R E C
    I T A L S



 



    The Company will issue to Monsanto shares of Common Stock (as
    defined below) pursuant to the Solutia Inc. Fourth Amended Joint
    Plan of Reorganization (the “Plan”) dated
    [          ],
    2007.



 



    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 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




    

    2








 






    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 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 third 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




    

    3








 






    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 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 ninety (90) 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 ninety (90) 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 two times in any
    18-month
    period; and provided further, that the Company may not exercise
    its rights under this Section 3(b) for two consecutive
    90-day
    periods.



 



    (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 traded over the ten
    (10) consecutive trading days prior to the date of the
    Shelf Demand Notice, of not less than thirty million dollars
    ($30,000,000). 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.




    

    4








 






    (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
    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




    

    5








 






    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 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.




    

    6








 






    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



 



    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 third 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 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;



 



    (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-




    

    7








 






    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;



 



    (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;




    

    8








 






    (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 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 fees and expenses of Holder’s Counsel, if any, which
    shall not exceed $35,000 in respect of any one such inclusion or
    $70,000 in the aggregate, 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.




    

    9








 






    (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 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




    

    10








 






    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 (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




    

    11








 






    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 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




    

    12








 






    instructions with respect to the Registrable Securities subject
    to the foregoing restriction until the end of the
    Lock-Up
    Period.



 



    (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.



 



    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




    

    13








 






    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:



 



    [          ]



 



    with a copy to:



 



    [          ]



 



    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.




    

    14








 






    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.



 



    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]
    




    

    15








 







    [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: 
	









    Name: 



			
	 	    Title: 
	





 



    Monsanto Company



 


			
	 	    By: 
	









    Name: 




    Title: 




    

    16