exv4w1






Exhibit 4.1




 





TRONOX INCORPORATED




 






WARRANT AGREEMENT




Dated as of February 14, 2011




 






Warrants to Purchase Common Stock, par value $0.01 per share




 









 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	Article 1 Definitions
	 	 	2	 
	Section 1.1 Definitions
	 	 	2	 
	 
	 	 	 	 
	Article 2 Issuance of Warrants; Warrant Certificates; Book-Entry Warrants
	 	 	5	 
	Section 2.1 Issuance of the Warrants
	 	 	5	 
	 
	 	 	 	 
	Section 2.2 Form of Warrant; Execution of Warrant Certificates and Warrant Statements

	 	 	6	 
	Section 2.3 Issuance of Warrant Certificates and Book-Entry Warrants
	 	 	7	 
	 
	 	 	 	 
	Article 3 Exercise of Warrants
	 	 	8	 
	Section 3.1 Duration of Warrants
	 	 	8	 
	Section 3.2 Exercise of Warrants
	 	 	8	 
	Section 3.3 Reservation of Warrant Shares
	 	 	12	 
	 
	 	 	 	 
	Article 4 Other Provisions Relating to Rights of Holders of Warrants
	 	 	13	 
	Section 4.1 No Rights as Stockholder Conferred by Warrants, Book-Entry
Warrants or Warrant Certificates
	 	 	13	 
	Section 4.2 Lost, Mutilated, Stolen or Destroyed Warrant Certificates
	 	 	13	 
	Section 4.3 Cancellation of Warrants
	 	 	13	 
	 
	 	 	 	 
	Article 5 Exchange and Transfer
	 	 	13	 
	Section 5.1 Exchange and Transfer
	 	 	13	 
	Section 5.2 Obligations with Respect to Transfers and Exchanges of Warrants
	 	 	15	 
	Section 5.3 Restrictions on Transfers
	 	 	16	 
	Section 5.4 Treatment of Holders of Warrant Certificates
	 	 	17	 
	Section 5.5 Fractional Warrants
	 	 	17	 
	 
	 	 	 	 
	Article 6 Adjustment of Exercise Price and Number of Warrant Shares
	 	 	17	 
	Section 6.1 Adjustments Generally
	 	 	17	 
	Section 6.2 Certain Mechanical Adjustments
	 	 	17	 






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	 	 	Page	 
	Section 6.3 Dividends and Other Distributions
	 	 	17	 
	Section 6.4 Adjustments in Exercise Price
	 	 	18	 
	Section 6.5 Reclassification or Reorganization Event
	 	 	19	 
	Section 6.6 Notices of Changes in Warrant and Other Events
	 	 	19	 
	Section 6.7 No Fractional Shares
	 	 	20	 
	Section 6.8 Form of Warrant
	 	 	21	 
	Section 6.9 De Minimis Adjustments
	 	 	21	 
	 
	 	 	 	 
	Article 7 Concerning the Warrant Agent
	 	 	21	 
	Section 7.1 Warrant Agent
	 	 	21	 
	Section 7.2 Conditions of Warrant Agent’s Obligations
	 	 	21	 
	Section 7.3 Resignation and Appointment of Successor
	 	 	23	 
	 
	 	 	 	 
	Article 8 Miscellaneous
	 	 	25	 
	Section 8.1 Amendment
	 	 	25	 
	Section 8.2 Notices and Demands to the Company and Warrant Agent
	 	 	25	 
	Section 8.3 Applicable Law; Waiver of Jury Trial
	 	 	26	 
	Section 8.4 Headings
	 	 	26	 
	Section 8.5 Counterparts
	 	 	26	 
	Section 8.6 Inspection of Agreement
	 	 	26	 
	Section 8.7 Benefits of This Agreement
	 	 	27	 
	Section 8.8 Termination
	 	 	27	 
	Section 8.9 Confidentiality
	 	 	27	 






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WARRANT AGREEMENT




          THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 14, 2011 (the
“Effective Date”), is entered into between TRONOX INCORPORATED, a Delaware corporation (the
“Company”), and Computershare Inc., a Delaware corporation and its wholly-owned subsidiary
Computershare Trust Company, N.A., a federally chartered, limited purpose trust company
(collectively, the “Warrant Agent” or individually,” Computershare” and the
“Trust Company,” respectively). Capitalized terms not otherwise defined herein have the
meanings set forth in Section 1.



W I T N E S S E T H :




          WHEREAS, on May 15, 2009, the Company and certain of the Company’s direct and indirect
subsidiaries each filed a voluntary petition in the United States Bankruptcy Court for the Southern
District of New York (the “Bankruptcy Court”) initiating cases (the “Chapter 11
Cases”) under chapter 11 of title 11 of the United States Code §§ 101-1330 (as amended, the
“Bankruptcy Code”) and continued in the possession of their assets and in the management of
their businesses pursuant to sections 1107 and 1108 of the Bankruptcy Code;



          WHEREAS, the First Amended Joint Plan of Reorganization, as approved by the Bankruptcy Court
(the “Plan”), provides that, upon consummation of the Plan, the Company shall issue to the
holders of Equity Interests (collectively, the “Initial Holders”) Series A Warrants of the
Company and Series B Warrants of the Company entitling the registered holders thereof to purchase
shares of the Common Stock;



          WHEREAS, the Bankruptcy Court confirmed the Plan and the Effective Date under the Plan
occurred on the date first written above;



          WHEREAS, the Company intends to seek the listing of its Common Stock on a national securities
exchange as soon as reasonably practicable;



          WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company in connection
with the issuance, transfer, exchange, exercise and replacement of the Warrants and the Warrant
Certificates, and in this Agreement wishes to set forth, among other things, the form and
provisions of the Warrants and the Warrant Certificates and the terms and conditions on which they
may be issued, transferred, exchanged, exercised and replaced; and



          WHEREAS, all acts and things have been done and performed which are necessary to make the
Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant
Agent, as provided herein, the valid, binding and legal obligations of the Company, and to
authorize the execution and delivery of this Agreement.



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



 









 





ARTICLE 1




DEFINITIONS



          Section 1.1 Definitions. As used herein:




          “Agreement” has the meaning assigned to such term in the preamble of this Agreement.



          “Average Daily Trading Price” for any day shall mean the average of the highest and
lowest sale prices of the applicable security on such day on the applicable quotation system (it
being understood that if only one sale occurred on such day, then the Average Daily Trading Price
for such day shall be the price at which such sale occurred).



          “Bankruptcy Code” has the meaning assigned to such term in the recitals of this
Agreement.



          “Bankruptcy Court” has the meaning assigned to such term in the recitals of this
Agreement.



          “Beneficial Holder” shall mean any person or entity that holds beneficial interests in
a Warrant Certificate.



          “Board of Directors” means the board of directors of the Company or any committee
thereof duly authorized to act on behalf of such board.



          “Book-Entry Warrants” has the meaning assigned to such term in Section 2.1.



          “Business Day” means any day other than a Saturday, Sunday or any other day on which
the New York Stock Exchange is authorized or obligated by law or executive order to close.



          “Bylaws” means the bylaws of the Company, as in effect on the Effective Date and as
amended thereafter in accordance with the terms thereof and applicable law.



          “Cash Dividend” has the meaning assigned to such term in Section 6.3(b).



          “Cashless Exercise” has the meaning ascribed to such term in Section 3.2(d).



          “Chapter 11 Cases” has the meaning assigned to such term in the recitals of this
Agreement.



          “Common Stock” means the Company’s common stock, par value $0.01 per share.



          “Company” has the meaning assigned to such term in the preamble of this Agreement.



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          “Current Market Price” has the meaning assigned to such term in Section
6.3(c).



          “Depositary” has the meaning assigned to such term in Section 2.2(b).



          “Effective Date” has the meaning assigned to such term in the preamble of this
Agreement.



          “Equity Interests” has the meaning assigned to such term in the Plan.



          “Exchange Act” means the Securities Exchange Act of 1934, as amended, including any
rules or regulations promulgated thereunder.



          “Ex-Dividend Date” means the first date on which shares of the Common Stock trade on
the applicable exchange or in the applicable market, regular way, without the right to receive the
issuance, dividend or distribution in question.



          “Exercise Amount” has the meaning assigned to such term in Section 3.2(c).



          “Exercise Date” means any date on which a Warrant is exercised in accordance with the
terms of the Warrant.



          “Exercise Form” has the meaning assigned to such term in Section 3.2(b).



          “Exercise Period” means the period commencing on the Effective Date, and expiring at
5:00 p.m., New York City time, on the seventh (7th) anniversary of the Effective Date
(such time on such seventh anniversary being referred to as the “Expiration Date”).



          “Exercise Price” means, in the case of the Series A Warrants, a price per share of
Common Stock of $62.13 and, in the case of the Series B Warrants, a price per share of Common Stock
of $68.56, in each case, as adjusted pursuant to Article 6.



          “Generally Occurred” shall mean a minimum of 7,500 shares of Common Stock are traded
and such sales are reported on the applicable over-the-counter market.



          “Holder” has the meaning assigned to such term in Section 3.2(a).



          “Initial Holders” has the meaning assigned to such term in the recitals of this
Agreement.



          “Listing Date” means the date on which the Common Stock are first listed on a United
States national securities exchange (including NASDAQ or any successor thereto).



          “NASDAQ” means The NASDAQ Stock Market (including any of its subdivisions such as the
NASDAQ Global Select Market) or any successor market thereto.



          “Non-Adjusted Cash Dividend” means any Cash Dividend for which a reduction in the
Exercise Price has not been previously made pursuant to Section 6.3(b).



          “Non-Cash Dividend” has the meaning assigned to such term in Section 6.3(a).



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          “Per Share Dividend Amount” means, with respect to any Cash Dividend, the amount of
cash to be paid in such dividend per share of Common Stock; provided, however, that
the Per Share Dividend Amount for any Cash Dividend for which the record date is on or following
the first anniversary of the Effective Date shall be the amount by which (x) the sum of (i) the
amount of cash to be paid in such Cash Dividend per share of Common Stock and (ii) the aggregate
amount of cash paid or to be paid per share of Common Stock for any Non-Adjusted Cash Dividends
that were declared in the same fiscal quarter, would exceed (y) a two percent (2%) annualized
dividend yield based on the Current Market Price per share of Common Stock on the date of
declaration for such Cash Dividend.



          “Person” means an individual, a corporation, a limited liability company, a company, a
voluntary association, a general partnership, a limited partnership, a joint venture, an
association, a joint-stock company, a trust, an unincorporated organization or a government or any
agency, instrumentality or political subdivision thereof.



          “Plan” has the meaning assigned to such term in the recitals of this Agreement.



          “Quoted Price” of the Common Stock (or other Warrant Share security, as applicable) on
any date means (i) if the Common Stock (or other Warrant Share security, as applicable) is then
listed and actively traded on a national securities exchange, the last reported closing price of
such security on such date (or if such date is not a trading day, on the immediately preceding
trading day) on the principal national securities exchange on which such security is listed or
traded, or (ii) if the Common Stock (or other Warrant Share security, as applicable) is not then
listed on a national securities exchange, the Average Daily Trading Price of such security on the
principal over-the-counter quotation system on which such security trades (if such security trades
on more than one such system, then such principal system shall be as reasonably identified by the
Company based on relative volumes traded on all such systems), measured over the immediately
preceding ten (10) Business Days (which need not be consecutive) in which trading in such security
Generally Occurred (or, if no such trading shall have Generally Occurred in at least ten (10) of
the last thirty (30) Business Days prior to the date in question, then the Quoted Price shall be
the price reflected in the most recent third party valuation provided to the Company by an
investment or valuation firm retained by the Company for purposes of valuing stock awards, which
valuation shall be available upon written request upon written proof of ownership in a Warrant,
provided that the Company may request that the Holder requesting such valuation execute a
confidentiality agreement with respect to such valuation (if such valuation has not already been
made public) satisfactory to the Company, and provided further that if such valuation is more than
six months old or no such valuation has been provided, the Board of Directors shall determine the
Quoted Price in good faith based on the basis of such factors as it reasonably determines to be
appropriate).



          “Reorganization Event” has the meaning assigned to such term in Section 6.5.



          “Registered Holder” has the meaning assigned to such term in Section 2.3(d).



          “Securities Act” means the Securities Act of 1933, as amended, including any rules or
regulations promulgated thereunder.



4









 





          “Series A Warrant” means an outstanding Series A Warrant issued in accordance with
Section 2.1 of this Agreement, whether issued as Book-Entry Warrant or evidenced by a
Warrant Certificate, and any Series A Warrant issued upon transfer thereof, upon partial exercise
thereof or in substitution therefor.



          “Series B Warrant” means an outstanding Series B Warrant issued in accordance with
Section 2.1 of this Agreement, whether issued as Book-Entry Warrant or evidenced by a
Warrant Certificate, and any Series B Warrant issued upon transfer thereof, upon partial exercise
thereof or in substitution therefor.



          “Successor Person” means the successor to the Company or the Person acquiring the
Company in connection with a Reorganization Event where the Company is not the surviving Person.



          “Transfer Agent” has the meaning assigned to such term in Section 3.2(f).



          “Warrants” means a Series A Warrant or a Series B Warrant, either individually or
collectively as the context requires.



          “Warrant Agent” means Computershare, in its capacity as the initial Warrant Agent
hereunder, but only for so long as it serves in such capacity, and any successor Warrant Agent
appointed pursuant to this Agreement.



          “Warrant Agent Office” has the meaning assigned to such term in Section 3.1.



          “Warrant Certificates” has the meaning assigned to such term in Section
2.2(a).



          “Warrant Register” has the meaning assigned to such term in Section 2.3(c).



          “Warrant Shares” shall mean the shares of Common Stock issued or issuable upon
exercise of a Warrant, including any other securities (including any securities of any Successor
Person) purchasable upon exercise of the Warrants as provided in Article 6. For purposes
of this Agreement, a Warrant Share shall be deemed to be “outstanding” from and after the
Exercise Date thereof until the redemption, repurchase or cancellation of such Warrant Share by the
Company.



          “Warrant Statements” has the meaning assigned to such term in Section 2.1.



ARTICLE 2




ISSUANCE OF WARRANTS; WARRANT CERTIFICATES; BOOK-ENTRY WARRANTS



          Section 2.1 Issuance of the Warrants.




     On the terms and subject to the conditions of this
Agreement and in accordance with the terms of the Plan, as of the Effective Date, Warrants to
purchase the Warrant Shares will be issued by the Company to each Initial Holder, on a pro rata
basis, based upon the amount of their respective ownership of Equity Interests, rounded up or down
to the nearest whole number of underlying Warrant Shares (which



5









 




rounding could result in a holder
of Equity Interests not being entitled to any Warrants) such that no Initial Holder shall receive a
Warrant that includes a fraction of a Warrant Share, and such that the Company shall issue to the
Initial Holders Series A Warrants entitling the Holders to collectively purchase, in the aggregate,
up to 544,041 Warrant Shares, and the Series B Warrants entitling the Holders to collectively
purchase, in the aggregate, up to 672,175 Warrant Shares, in each case, as such amounts may be
adjusted from time to time pursuant to this Agreement. On such date, the Company will deliver, or
cause to be delivered to the Depositary, one or more Warrant Certificates evidencing a portion of
the Warrants.1 The remainder of the Warrants shall be issued by book-entry registration
on the books of the Warrant Agent (“Book-Entry Warrants”) and shall be evidenced by
statements issued by the Warrant Agent from time to time to the Registered Holders of Book-Entry
Warrants reflecting such book-entry position (the “Warrant Statements”).




          Section 2.2 Form of Warrant; Execution of Warrant Certificates and Warrant Statements.




          (a) Subject to Sections 5.1 and 5.2 of this Agreement, the Series A Warrants
and the Series B Warrants shall be issued (i) via book-entry registration on the books and records
of the Warrant Agent and evidenced by the Warrant Statements, in substantially the form set forth
in Exhibit A-1 and A-2, respectively, hereto, and/or (ii) in the form of one or
more certificates (the “Warrant Certificates”), with the forms of election to exercise and
of assignment printed on the reverse thereof, in substantially the form set forth in Exhibit
A-3 and A-4, respectively, hereto. The Warrant Statements and the Warrant Certificates
shall be dated and may have such letters, numbers or other marks of identification or designation
and such legends or endorsements printed, lithographed or engraved thereon as the officers of the
Company executing the same may approve (execution thereof to be conclusive evidence of such
approval) and as are not inconsistent with the provisions of this Agreement, or as may be required
to comply with any applicable law, including applicable rules and regulations made pursuant to any
such law. The Warrant Certificates and the Warrant Statements shall be signed on behalf of the
Company by the chairman of the Board of Directors, the chief financial officer, the president,
any vice president, any assistant vice president, the treasurer or any assistant treasurer of the
Company, and each Warrant Certificate and Warrant Statement may but need not be attested by the
Company’s secretary or one of its assistant secretaries. Such signatures may be manual or
facsimile signatures of such authorized officers and may be imprinted or otherwise reproduced on
the Warrant Certificates and Warrant Statements.



          (b) The Warrant Certificates shall be deposited with the Warrant Agent and registered in the
name of Cede & Co., as the nominee of The Depositary Trust Company (the “Depositary”).
Each Warrant Certificate shall represent such number of the outstanding Warrants as specified
therein, and each shall provide that it shall represent the aggregate amount of outstanding
Warrants from time to time endorsed thereon and that the aggregate amount of





 




			
	1	 	Stockholders holding the old common shares
through DTC will hold their warrants through DTC, and those with stock
certificates for old common shares will receive Warrant Statements to the
extent they are entitled to a Warrant.




6









 









outstanding Warrants
represented thereby may from time to time be reduced or increased, as appropriate, in accordance
with the terms of this Agreement.




          (c) No Warrant Certificate shall be valid for any purpose, and no Warrant evidenced thereby
shall be exercisable, until such Warrant Certificate has been countersigned by the Warrant Agent.
Such signature by the Warrant Agent upon any Warrant Certificate executed by the Company shall be
conclusive evidence, and the only evidence, that the Warrant Certificate so countersigned has been
duly issued hereunder, and such signatures may be manual or facsimile signatures of an authorized
representative of the Warrant Agent and may be imprinted or otherwise reproduced on the Warrant
Certificates.



          (d) In case any officer of the Company who shall have signed any of the Warrant Certificates
or Warrant Statements (either manually or by facsimile signature) shall cease to hold such officer
position before the Warrant Certificates so signed shall have been countersigned and delivered by
the Warrant Agent as provided herein, or before the Warrant Statements so signed shall have been
delivered to the Registered Holders thereof, as the case may be, such Warrant Certificates or
Warrant Statements may be countersigned (either manually or by facsimile signature, in the case of
the Warrant Certificates) and delivered by the Warrant Agent notwithstanding that the person who
signed such Warrant Certificates or Warrant Statements has ceased to hold such officer position
with the Company, and any Warrant Certificate or Warrant Statement may be signed on behalf of the
Company by such persons as, at the actual date of the execution of such Warrant Certificate or
Warrant Statement, hold such officer positions with the Company, although at the date of the
execution of this Agreement any such person did not hold such officer position.



          Section 2.3 Issuance of Warrant Certificates and Book-Entry Warrants.




          (a) Warrant Certificates evidencing Warrants shall be executed by the Company in the manner
set forth in Section 2.2 and delivered to the Warrant Agent. Warrant Certificates
evidencing the Warrants to be issued to the Initial Holders under the Plan (other than Warrants to
be registered as Book-Entry Warrants) shall be so executed by the Company and delivered to the
Warrant Agent upon or promptly following the execution of this Agreement. Upon written order of
the Company, the Warrant Agent shall (i) register in the Warrant Register
the Book-Entry Warrants and (ii) upon receipt of Warrant Certificates duly executed on behalf
of the Company, countersign (either manually or by facsimile signature) each such Warrant
Certificate. Such written order of the Company shall specifically state the number of Warrants
that are to be issued as Book-Entry Warrants and the number of Warrants that are to be issued as
Warrant Certificates. A Warrant Certificate shall be, and shall remain, subject to the provisions
of this Agreement until such time as all of the Warrants evidenced thereby shall have been duly
exercised or shall have expired or been canceled in accordance with the terms hereof.



          (b) Subsequent to the original issuance of Warrant Certificates to the Initial Holders, the
Warrant Agent shall countersign a Warrant Certificate only if the Warrant Certificate is issued in
exchange or substitution for one or more previously countersigned Warrant Certificates or in
connection with their transfer as hereinafter provided.



7









 





          (c) The Warrant Agent shall keep, at an office designated for such purpose, books (the
“Warrant Register”) in which, subject to such reasonable regulations as it may prescribe,
it shall register the Book-Entry Warrants as well as any Warrant Certificates and exchanges and
transfers of outstanding Warrants in accordance with the procedures set forth in Sections
5.1 and 5.2 of this Agreement, all in form satisfactory to the Company and the Warrant
Agent. No service charge shall be made for any exchange or registration of transfer of the
Warrants, but the Company may require payment of a sum sufficient to cover any stamp or other tax
or other governmental charge that may be imposed on the Registered Holder in connection with any
such exchange or registration of transfer. The Warrant Agent shall have no obligation to effect an
exchange or register a transfer unless and until any payments required by the immediately preceding
sentence have been made.



          (d) Prior to due presentment for registration of transfer or exchange of any Warrant in
accordance with the procedures set forth in this Agreement, the Company and the Warrant Agent may
deem and treat the person in whose name any Warrant is registered upon the Warrant Register (the
“Registered Holder” of such Warrant) as the absolute owner of such Warrant (notwithstanding
any notation of ownership or other writing on a Warrant Certificate made by anyone other than the
Company or the Warrant Agent), for the purpose of any exercise thereof, any distribution to the
holder thereof and for all other purposes, and neither the Warrant Agent nor the Company shall be
affected by notice to the contrary.



          (e) The Company shall provide a customary opinion of counsel on or prior to the Effective Date
that states that all warrants or Common Stock, as applicable, are:




(1) registered under the Securities Act of 1933, as amended, or are exempt from
such registration; and




(2) any Common Stock issuable upon exercise of a Warrant will be upon issuance,
validly issued, fully paid and non-assessable.



ARTICLE 3




EXERCISE OF WARRANTS



          Section 3.1 Duration of Warrants.
Subject to the provisions of this Agreement, Warrants
may be exercised on any Business Day during the Exercise Period, at the offices of the Warrant
Agent at 250 Royall Street, Canton, Massachusetts 02021 (the “Warrant Agent Office”). Each
Warrant not exercised at or before the Expiration Date shall thereupon become void, and at such
time all rights, under this Agreement and the applicable Warrant Certificate, of the Holder of any
such Warrant shall automatically cease, with respect to any such Warrant.




          Section 3.2 Exercise of Warrants.




          (a) Each Warrant shall entitle (i) in the case of the Book-Entry Warrants, the Registered
Holder thereof and (ii) in the case of Warrants held through the book-entry facilities



8









 




of the Depositary or by or through persons that are direct participants in the Depositary, the Beneficial
Holder thereof (the Registered Holders and the Beneficial Holders referenced in clauses (i) and
(ii) above, collectively, the “Holders”), subject to the provisions of such Warrant and of
this Agreement, to purchase from the Company the number of Warrant Shares specified in such
Warrant, at the Exercise Price.




          (b) Subject to the provisions of the Warrants and this Agreement, the Holder of a Warrant may
exercise such Holder’s right to purchase the Warrant Shares, in whole or in part, at any time or
from time to time (i) in the case of persons who hold Book-Entry Warrants, by providing an exercise
form for the election to exercise such Warrant (each, an “Exercise Form”) substantially in
the form of Exhibit B hereto, and (ii) in the case of Warrants held through the book-entry
facilities of the Depositary or by or through persons that are direct participants in the
Depositary, by providing an Exercise Form (as provided by such Holder’s broker) to its broker, in
each case properly completed and executed by the Registered Holder or the Beneficial Holder
thereof, as the case may be, together with payment to the Warrant Agent (for the account of the
Company), in the case of an exercise for cash pursuant to Section 3.2(c), of the Exercise
Amount in accordance with Section 3.2(c).



          (c) The payment of the Exercise Price shall be made, at the option of the Holder, (i) in
United States dollars by certified or official bank check payable to the Company, or by wire
transfer to an account specified in writing by the Company or the Warrant Agent to such Holder, in
either case in immediately available funds in an amount equal to the aggregate Exercise Price for
such Warrant Shares as specified in the Exercise Form (the “Exercise Amount”) or (ii) by
Cashless Exercise in accordance with Section 3.2(d)).



          (d) In lieu of paying the Exercise Amount by certified or official bank check or by wire
transfer, any Holder may, at any time after the earlier of (i) September 30, 2011, or (ii) the
Listing Date and for so long as the Warrant Shares continue to be listed on a national
securities exchange, elect to exercise Warrants by authorizing the Company to withhold from
issuance a number of Warrant Shares issuable pursuant to the Warrant Certificate evidencing the
Warrants being exercised which, when multiplied by the Quoted Price for the trading day immediately
prior to the exercise date, is equal to the aggregate Exercise Price of all Warrants being
exercised, and such withheld Warrant Shares shall thereupon no longer be issuable under the Warrant
(a “Cashless Exercise”). Such exercise shall be honored by the Company and the Warrant
Agent without payment by the Holder of any Exercise Amount or any cash or other consideration;
provided, however, that the Holder shall pay such amounts as may be required
pursuant to Sections 3.2(k) and 5.2(c), or such taxes as may be payable upon
issuance of Warrant Shares to a Person other than the Holder. The formula for determining the
number of Warrant Shares to be issued in a Cashless Exercise is as follows:



X = (A-B) x C


A




where:




X = the number of Warrant Shares issuable upon exercise of the Warrant pursuant to this
subsection (d).



9









 






A = the Quoted Price.




B = the Exercise Price.




C = the number of Warrant Shares as to which a Warrant is then being exercised including the
withheld Warrant Shares.


If, with respect to any purported or attempted Cashless Exercise of Warrants, the foregoing
calculation results in a negative number, then no Warrant Shares shall be issuable via such
purported or attempted Cashless Exercise and such Warrants shall be deemed to have not been
exercised.




          (e) The date on which payment in full of the Exercise Amount is received by the Warrant Agent
(or deemed to be received in the case of a Cashless Exercise) shall, subject to receipt of the
Exercise Form, be deemed to be the date on which the Warrant is exercised. The Warrant Agent shall
promptly deposit all funds received by it in payment for the exercise of Warrants in an account of
the Company maintained with it (or in such other account as may be designated by the Company) and
shall advise the Company, by telephone or by facsimile transmission or other form of electronic
communication available to both parties, at the end of each day on which a payment for the exercise
of Warrants is received of the amount so deposited to its account. The Warrant Agent shall
promptly confirm such advice to the Company in writing.



          (f) Upon surrender of the Exercise Form and payment of the Exercise Amount (or the deemed
payment of the Exercise Amount in connection with a Cashless Exercise) in connection with the
exercise of Warrants by any Holder, (i) the Warrant Agent shall requisition from the transfer agent
for the Common Stock (the “Transfer Agent”) for issuance and delivery to or upon the
written order of the applicable Holder and in such name or names as the Holder may designate
(provided, that the Holder shall pay any and all taxes payable as a
result of such designation), a certificate or certificates for the Warrant Shares issuable
upon the exercise of the Warrants evidenced by the underlying Warrant Certificate or Book-Entry
Warrant, as the case may be, less any Warrant Shares withheld in connection with a Cashless
Exercise, if applicable, and (ii) the Company shall, as promptly as practicable and at its expense,
and in any event within five (5) Business Days thereafter, cause to be issued to the Holder the
aggregate number of whole Warrant Shares (rounded down to the nearest whole share) issuable upon
such exercise and deliver to the Holder written confirmation that such Warrant Shares have been
duly issued and recorded on the books of the Company as hereinafter provided. The Warrant Shares
so issued shall be registered in the name of the Holder or such other name as shall be designated
in the order delivered by the Holder. The certificate or certificates for such Warrant Shares
shall be deemed to have been issued and any person so designated to be named therein shall be
deemed to have become the holder of record of such Warrant Shares as of the date of surrender of
the applicable Exercise Form at the Warrant Agent Office duly executed by the Holder thereof and
upon payment of the Exercise Amount or the deemed payment of the Exercise Amount in connection with
a Cashless Exercise.



          (g) In the event that any Holder makes a partial exercise of the Warrants evidenced by any
Warrant Certificate, the Warrant Agent shall issue and deliver a new Warrant Certificate to the
applicable Holder evidencing a number of Warrants equal to the number of Warrants represented by
the Warrant Certificate immediately prior to such partial exercise minus



10









 




the number of Warrants
exercised in such partial exercise. The Warrant Agent is hereby authorized and directed to
countersign such new Certificate.




          (h) Any exercise of a Warrant pursuant to the terms of this Agreement shall be irrevocable and
shall constitute a binding agreement between the Holder and the Company, enforceable in accordance
with its terms.



          (i) The Warrant Agent shall:



               (i) examine the Exercise Forms and all other documents delivered to it by or on behalf of
Holders as contemplated hereunder to ascertain whether or not, on their face, such Exercise Forms
and any such other documents have been executed and completed in accordance with their terms and
the terms hereof;



               (ii) where an Exercise Form or any other document appears on its face to have been improperly
completed or executed or some other irregularity in connection with the exercise of the Warrants
exists, the Warrant Agent shall endeavor to inform the appropriate parties (including the person
submitting such instrument) of the need for fulfillment of all requirements, specifying those
requirements which appear to be unfulfilled;



               (iii) inform the Company of and cooperate with and assist the Company in resolving any
reconciliation problems between Exercise Forms received and delivery of Warrants to the Warrant
Agent’s account;



               (iv) advise the Company no later than three (3) Business Days after receipt of any Exercise
Form, of (a) the receipt of such Exercise Form and the number of Warrants evidenced thereby that
have been exercised in accordance with the terms and
conditions of this Agreement, (b) the instructions with respect to delivery of the Warrant
Shares deliverable upon such exercise, subject to timely receipt from the Depositary of the
necessary information, and (c) such other information as the Company shall reasonably require; and



               (v) subject to Warrant Shares being made available to the Warrant Agent by or on behalf of the
Company for delivery to the Depositary, liaise with the Depositary and endeavor to effect such
delivery to the relevant accounts at the Depositary in accordance with its customary requirements.



          (j) All questions as to the validity, form and sufficiency (including time of receipt) of any
exercised Warrant, Exercise Form or the Warrant Certificate evidencing any exercised Warrant will
be determined by the Company in its reasonable discretion, which determination shall be final and
binding absent any manifest error. The Company reserves the right to reject any and all Exercise
Forms not in proper form or for which any corresponding agreement by the Company to exchange would,
in the opinion of the Company, be unlawful. Such determination by the Company shall be final and
binding on the Holders, absent manifest error. Moreover, the Company reserves the absolute right
to waive any of the conditions to the exercise of Warrants or defects in the exercise thereof with
regard to any particular exercise of Warrants. Neither the Company nor the Warrant Agent shall be
under any duty to give notice to the Holders of the Warrants of any irregularities in any exercise
of Warrants, nor shall it incur any liability for the failure to give such notice.



11









 





          (k) Prior to the delivery of any Warrant Shares upon the exercise of a Warrant, the Holder
shall pay, or make adequate provision acceptable to the Company for the satisfaction of, the
statutory minimum prescribed amount of federal and state income tax and other withholding
obligations of the Company, including with respect to any Cashless Exercise permitted hereunder, by
having the Company withhold from the number of Warrant Shares otherwise deliverable in connection
with such exercise, a number of Warrant Shares which, when multiplied by the Quoted Price, is equal
to the amount of such federal and state tax and other withholding obligations, and such withheld
Warrant Shares shall no longer be issuable under the Warrant.



          (l) The Company acknowledges that the bank accounts maintained by Computershare in connection
with the services provided under this Agreement will be in its name and that Computershare may
receive investment earnings therefrom. Neither the Company nor the Holders will be entitled to
receive interest on any deposits of the Exercise Price.



          Section 3.3 Reservation of Warrant Shares.




          (a) For the purpose of enabling it to satisfy any obligation to issue Warrant Shares upon
exercise of Warrants, the Company will at all times through the Expiration Date, reserve and keep
available out of its aggregate authorized but unissued or treasury shares of Common Stock, a number
of shares equal to the number of Warrant Shares deliverable upon the exercise of all outstanding
Warrants, and the Company’s Transfer Agent is hereby irrevocably authorized and directed at all
times to reserve such number of authorized and unissued or treasury shares of Common Stock as shall
be required for such purpose. The Company will keep a copy of this Agreement on file with the
Transfer Agent. The Warrant Agent is hereby irrevocably authorized to requisition from time to
time from such Transfer Agent stock certificates evidencing Warrant Shares issuable upon exercise
of outstanding Warrants, and the Company will supply such Transfer Agent with duly executed stock
certificates for such purpose.



          (b) The Company covenants that all Warrant Shares issued upon exercise of the Warrants will,
upon issuance in accordance with the terms of this Agreement, be fully paid and nonassessable and
free from all taxes, liens, charges and security interests created by or imposed upon the Company
with respect to the issuance thereof. If at any time prior to the Expiration Date the number and
kind of authorized but unissued shares of the Company’s capital stock shall not be sufficient to
permit exercise in full of the Warrants, the Company will use its commercially reasonable efforts
to promptly take such corporate action as may, in the opinion of its counsel, be necessary to
increase its authorized but unissued shares to such number of shares as shall be sufficient for
such purposes. The Company agrees that its issuance of Warrants shall constitute full authority to
its officers who are charged with the issuance of Warrant Shares to issue Warrant Shares upon the
exercise of Warrants. Without limiting the generality of the foregoing, the Company will not
increase the stated or par value per share, if any, of the Common Stock above the Exercise Price
per share in effect immediately prior to such increase in stated or par value.



12









 





ARTICLE 4




OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF WARRANTS


          Section 4.1 No Rights as Stockholder Conferred by Warrants, Book-Entry Warrants or Warrant
Certificates. No Book-Entry Warrant, Warrant Certificate or Warrant evidenced thereby shall,
and nothing contained in this Agreement shall be construed to, entitle the Holder or any beneficial
owner thereof to any of the rights of a registered holder or beneficial owner of shares of Common
Stock, including, without limitation, the right to receive (as a stockholder) any dividends or
distributions paid with respect to shares of Common Stock, the right to vote or to consent or to
receive notice as a stockholder of the Company with respect to the election of directors of the
Company or any other matter with respect to which stockholders of the Company are entitled to vote
or consent or receive notice, or any other rights whatsoever as stockholders of the Company.




          Section 4.2 Lost, Mutilated, Stolen or Destroyed Warrant Certificates. If any of the Warrant Certificates shall be mutilated, lost, stolen or destroyed, the Company
shall issue, and the Warrant Agent shall countersign and deliver, in exchange and substitution for,
and upon cancellation of the mutilated Warrant Certificate, or in lieu of and substitution for the
Warrant Certificate lost, stolen or destroyed, a new Warrant Certificate of like tenor and
representing an equivalent number of Warrants, but only upon receipt of evidence reasonably
satisfactory to the Warrant Agent and the Company of the loss, theft or destruction of such Warrant
Certificate and an affidavit and the posting of an indemnity or bond satisfactory to the Warrant
Agent and the Company. Applicants for such substitute Warrant Certificates shall also comply with
such other reasonable regulations and pay such other reasonable charges as the Warrant Agent may
prescribe and as required by Section 8-405 of the Uniform Commercial Code as in effect in the State
of New York.




          Section 4.3 Cancellation of Warrants. If the Company shall purchase or otherwise acquire
Warrants, the Warrant Certificates representing such Warrants shall thereupon be delivered to the
Warrant Agent, if applicable, and shall be promptly cancelled by the Warrant Agent and shall not be
reissued and, except as expressly permitted by this Agreement, no Warrant Certificate shall be
issued hereunder in exchange therefor or in lieu thereof. The Warrant Agent shall cause all
cancelled Warrant Certificates to be destroyed and shall deliver a certificate of such destruction
to the Company.




ARTICLE 5




EXCHANGE AND TRANSFER


Section 5.1 Exchange and Transfer.




          (a) Transfer and Exchange of Warrant Certificates or Beneficial Interests Therein. The
Warrant Agent shall, upon receipt of all information required to be delivered hereunder, from time
to time register the transfer of any outstanding Warrants in the Warrant Register, upon delivery to
the Warrant Agent, at its office designated for such purpose, of a



13









 




properly completed form of
assignment substantially in the form of Exhibit C hereto, duly signed by the Registered
Holder thereof or by the duly appointed legal representative thereof or by a duly authorized
attorney, such signature to be guaranteed by a participant in the Securities Transfer Agent
Medallion Program, the Stock Exchanges Medallion Program or the New York Stock Exchange, Inc.
Medallion Signature Program and, in the case of a transfer of a Global Warrant Certificate, upon
surrender to the Warrant Agent of such Global Warrant Certificate, duly endorsed. Upon any such
registration of transfer, a new Global Warrant Certificate or a Warrant Statement, as the case may
be, shall be issued to the transferee.




          (b) Exchange of a Beneficial Interest in a Warrant Certificate for a Book-Entry Warrant.



               (i) Any Holder of a beneficial interest in a Warrant Certificate may, upon request, exchange
such beneficial interest for a Book-Entry Warrant. Upon receipt by the Warrant Agent from the
Depositary or its nominee of written instructions or such other form of instructions as is
customary for the Depositary on behalf of any person having a beneficial interest in a Warrant
Certificate, the Warrant Agent shall cause, in accordance with the standing instructions and
procedures existing between the Depositary and Warrant Agent, the number of Warrants represented by
the Warrant Certificate to be reduced by the number of Warrants to be represented by the Book-Entry
Warrants to be issued in exchange for the beneficial interest of such person in the Warrant
Certificate and, following such reduction, the Warrant Agent shall register in the name of the
Holder a Book-Entry Warrant and deliver to said Holder a Warrant Statement.



               (ii) Book-Entry Warrants issued in exchange for a beneficial interest in a Warrant Certificate
pursuant to this Section 5.1(a) shall be registered in such names as the Depositary,
pursuant to instructions from its direct or indirect participants or otherwise, shall instruct the
Warrant Agent. The Warrant Agent shall deliver the applicable Warrant Statements to the persons in
whose names such Warrants are so registered.



          (c) Transfer and Exchange of Book-Entry Warrants. When Book-Entry Warrants are presented to
the Warrant Agent with a written request (i) to register the transfer of the Book-Entry Warrants;
or (ii) to exchange such Book-Entry Warrants for an equal number of Book-Entry Warrants of other
authorized denominations, then the Warrant Agent shall register the transfer or make the exchange
as requested if its customary requirements for such transactions are met; provided,
however, that the Warrant Agent has received a written instruction of transfer in form
satisfactory to the Warrant Agent, duly executed by the Registered Holder thereof or by his
attorney, duly authorized in writing.



          (d) Restrictions on Exchange or Transfer of a Book-Entry Warrant for a Beneficial Interest in
a Warrant Certificate. A Book-Entry Warrant may not be exchanged for a beneficial interest in a
Warrant Certificate except upon satisfaction of the requirements set forth below. Upon receipt by
the Warrant Agent of appropriate instruments of transfer with respect to a Book-Entry Warrant, in
form satisfactory to the Warrant Agent, together with written instructions directing the Warrant
Agent to make, or to direct the Depositary to make, an endorsement on the Warrant Certificate to
reflect an increase in the number of Warrants represented by the Warrant Certificate equal to the
number of Warrants represented by such



14









 




Book-Entry Warrant, then the Warrant Agent shall cancel such
Book-Entry Warrant on the Warrant Register and cause, or direct the Depositary to cause, in
accordance with the standing instructions and procedures existing between the Depositary and the
Warrant Agent, the number of Warrants represented by the Warrant Certificate to be increased
accordingly. If no Warrant Certificates are then outstanding, the Company shall issue and the
Warrant Agent shall countersign a new Warrant Certificate representing the appropriate number of
Warrants.




          (e) Restrictions on Transfer and Exchange of Warrant Certificates. Notwithstanding any other
provisions of this Agreement (other than the provisions set forth in Section 5.1(f)),
unless and until it is exchanged in whole for a Book-Entry Warrant, a Warrant Certificate may not
be transferred except by the Depositary to a nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another nominee of the Depositary or by the
Depositary or any such nominee to a successor Depositary or a nominee of such successor
Depositary.



          (f) Book-Entry Warrants. If at any time:



               (i) the Depositary for the Warrant Certificates notifies the Company that the Depositary is
unwilling or unable to continue as Depositary for the Warrant Certificates and a successor
Depositary for the Warrant Certificates is not appointed by the Company within ninety (90) days
after delivery of such notice; or



               (ii) the Company, in its sole discretion, notifies the Warrant Agent in writing that it elects
to exclusively cause the issuance of Book-Entry Warrants under this Agreement, then the Warrant
Agent, upon written instructions signed by an officer of the Company, shall register Book-Entry
Warrants, in an aggregate number equal to the number of Warrants represented by the Warrant
Certificates, in exchange for such Warrant Certificates.



          (g) Restrictions on Transfer. No Warrants or Warrant Shares shall be sold, exchanged or
otherwise transferred in violation of the Securities Act or state securities laws.



          (h) Cancellation of Warrant Certificate. At such time as all beneficial interests in Warrant
Certificates have either been exchanged for Book-Entry Warrants, or been redeemed, repurchased or
cancelled, all Warrant Certificates shall be returned to, or retained and cancelled by, the Warrant
Agent, upon written instructions from the Company satisfactory to the Warrant Agent, subject to
applicable law.



          Section 5.2 Obligations with Respect to Transfers and Exchanges of Warrants.




          (a) To permit registrations of transfers and exchanges, the Company shall execute Warrant
Certificates, if applicable, and the Warrant Agent is hereby authorized, in accordance with the
provisions of Section 2.3 and this Article 5, to countersign such Warrant
Certificates, either manually or by facsimile signature, if applicable, or register Book-Entry
Warrants, if applicable, as required pursuant to the provisions of this Article 5 and for
the purpose of any distribution of new Warrant Certificates contemplated by Section 4.2 or
additional Warrant Certificates contemplated by Article 6.



15









 





          (b) All Book-Entry Warrants and Warrant Certificates issued upon any registration of transfer
or exchange of Book-Entry Warrants or Warrant Certificates shall be the valid obligations of the
Company, entitled to the same benefits under this Agreement as the Book-Entry Warrants or Warrant
Certificates surrendered upon such registration of transfer or exchange.



          (c) No service charge shall be imposed upon a Holder for any registration, transfer or
exchange but the Company may require payment of a sum sufficient to cover any stamp or other tax or
other governmental charge that may be imposed on the Holder in connection with any such exchange or
registration of transfer.



          (d) So long as the Depositary, or its nominee, is the registered owner of a Warrant
Certificate, the Depositary or such nominee, as the case may be, will be considered the sole owner
or holder of the Warrants represented by such Warrant Certificate for all purposes under this
Agreement. Except as provided in Section 5.1(a) and Section 5.1(f) upon the
exchange of a beneficial interest in a Warrant Certificate for Book-Entry Warrants, Beneficial
Holders will not be entitled to have any Warrants registered in their names, and will under no
circumstances be entitled to receive physical delivery of any such Warrants and will not be
considered the Registered Holder thereof under the Warrants or this Agreement. Neither the Company
nor the Warrant Agent, in its capacity as registrar for such Warrants, will have any responsibility
or liability for any aspect of the records relating to beneficial interests in a Warrant
Certificate or for maintaining, supervising or reviewing any records relating to such beneficial
interests.



          (e) Subject to Section 5.1(a), Section 5.1(c) and Section 5.1(d) and
this Section 5.2, the Warrant Agent shall, upon receipt of all information required to be
delivered hereunder, from time to time register the transfer of any outstanding Warrants in the
Warrant Register, upon surrender of Warrant Certificates, if applicable, representing such Warrants
at the Warrant Agent Office as set forth in Section 8.2, duly endorsed, and accompanied by
a completed form of assignment substantially in the form of Exhibit C attached hereto (or
with respect to a Book-Entry Warrant, only such completed form of assignment substantially in the
form of Exhibit C attached hereto), duly signed by the Registered Holder thereof or by the
duly appointed legal representative thereof or by a duly authorized attorney, such signature to be
guaranteed by a participant in the Securities Transfer Agent Medallion Program, the Stock Exchanges
Medallion Program or the New York Stock Exchange, Inc. Medallion Signature Program. Upon any such
registration of transfer, a new Warrant Certificate or a Warrant Statement, as the case may be,
shall be issued to the transferee.



          Section 5.3 Restrictions on Transfers. The Warrants are issued in reliance upon an
exemption from the registration requirements of Section 5 of the Securities Act provided by Section
1145 of the Bankruptcy Code. The Warrants will not be registered under the Securities Act or any
state securities law, and to the extent a holder of the Warrants is an “underwriter” under the
Securities Act, the Warrants may not be sold or transferred in the absence of an effective
registration statement under the Securities Act or an exemption from registration thereunder.






16









 








          Section 5.4 Treatment of Holders of Warrant Certificates. Each Holder of a Warrant
Certificate, by accepting the same, consents and agrees with the Company, the Warrant Agent and
every subsequent Holder of such Warrant Certificate that until the transfer of such Warrant
Certificate is registered on the books of the Warrant Agent, the Company and the Warrant Agent may
treat the registered Holder of such Warrant Certificate as the absolute owner thereof for any
purpose and as the person entitled to exercise the rights represented by the Warrants evidenced
thereby, any notice to the contrary notwithstanding.



Section 5.5 Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which
will result in the issuance of a Warrant Certificate for a fraction of a Warrant.




ARTICLE 6




ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES



          Section 6.1 Adjustments Generally. The Exercise Price, the number of Warrant Shares
issuable upon exercise of each Warrant and the number of Warrants outstanding are subject to
adjustment from time to time upon the occurrence of any of the events enumerated in this
Article 6. To the extent the context so requires, all references in this Article 6
to the Common Stock shall be deemed, as of a particular time, to include any other securities
included within the “Warrant Shares” as of such time.




          Section 6.2 Certain Mechanical Adjustments. If after the Effective Date, and subject to
the provisions of Section 6.7, the Company shall (i) declare a dividend or make a
distribution on the Common Stock payable in shares of Common Stock, (ii) subdivide, reclassify or
recapitalize its outstanding Common Stock into a greater number of shares, (iii) combine,
reclassify or recapitalize its outstanding Common Stock into a smaller number of shares, or (iv)
issue any shares of its capital stock by reclassification of its Common Stock, the number of
Warrant Shares issuable upon exercise of Warrants at the time of the record date of such dividend,
distribution, subdivision, combination, reclassification or recapitalization shall be adjusted so
that the Holders shall be entitled to receive the aggregate number and kind of shares which, if
their Warrants had been exercised in full immediately prior to such event, the Holders would have
owned upon such exercise and been entitled to receive by virtue of such dividend, distribution,
subdivision, combination, reclassification or recapitalization. Any adjustment required by this
Section shall be made successively immediately after the distribution date, in the case of a
dividend or distribution, or the effective date, in the case of a subdivision, combination,
reclassification or recapitalization, to allow the purchase of such aggregate number and kind of
shares.



          Section 6.3 Dividends and Other Distributions.




          (a) If at any time prior to the exercise in full of the Warrants, the Company shall fix a
record date for the issuance or making of a distribution to all holders of the Common Stock
(including any such distribution to be made in connection with a consolidation or merger in which
the Company is to be the continuing corporation and any such distribution taking the



17









 




form of a pro
rata repurchase of shares of Common Stock) of evidences of its indebtedness, any other securities
or any cash, property or other assets (excluding a combination, reclassification or
recapitalization referred to in Section 6.2, and excluding any dividends payable solely in
cash) or of subscription rights, options or warrants to purchase or acquire any capital stock of
the Company (excluding stock dividends and stock reclassifications referred to in Section
6.2) (any
such event being herein called a “Non-Cash Dividend”), the Exercise Price shall be
decreased immediately after the record date for such Non-Cash Dividend to a price determined by
multiplying the Exercise Price then in effect by a fraction, the numerator of which shall be the
then Current Market Price of the Common Stock on the Ex-Dividend Date for such Non-Cash Dividend
less the fair market value (as determined in good faith by the Company’s Board of Directors based
on the written advice of an independent financial advisory firm of national reputation, without
regard to any illiquidity or minority discounts) of the evidences of indebtedness, securities,
property or other assets issued or distributed in such Non-Cash Dividend applicable to one share of
Common Stock or of such subscription rights or warrants applicable to one share of Common Stock,
and the denominator of which shall be such then Current Market Price per share of Common Stock on
the Ex-Dividend Date for such Non-Cash Dividend.




          (b) If at any time prior to the exercise in full of the Warrants, the Company shall fix a
record date for the issuance or making of a distribution to all holders of the Common Stock of any
dividend payable solely in cash (any such dividend being referred to as a “Cash Dividend”),
the Exercise Price shall be decreased immediately after the record date for such Cash Dividend to a
price determined by multiplying the Exercise Price then in effect by a fraction, the numerator of
which shall be the then Current Market Price of the Common Stock on the Ex-Dividend Date for such
Cash Dividend less the Per Share Dividend Amount, and the denominator of which shall be such then
Current Market Price per share of Common Stock on the Ex-Dividend Date for such Cash Dividend.



          (c) Any adjustment required by this Section 6.3 shall be made successively whenever
such a record date is fixed and in the event that such distribution is not so made, the Exercise
Price shall again be adjusted to be the Exercise Price that was in effect immediately prior to such
record date. For purposes of this Section 6.3, “Current Market Price” per share
of Common Stock at any date shall mean, (i) if the Common Stock is then listed on a national
securities exchange, the average of the daily Quoted Prices for ten (10) consecutive trading days
immediately prior to such date, or (ii) if the Common Stock is not then so listed, the Quoted Price
immediately prior to such date.



          Section 6.4 Adjustments in Exercise Price. Whenever the number of Warrant Shares issuable
upon the exercise of Warrants is adjusted pursuant to Section 6.2, the Exercise Price shall
be adjusted (to the nearest cent) by multiplying the Exercise Price applicable immediately prior to
such adjustment by a fraction (x) the numerator of which shall be the number of Warrant Shares
issuable upon exercise of each Warrant immediately prior to such adjustment, and (y) the
denominator of which shall be the number of Warrant Shares issuable upon exercise of each Warrant
immediately after such adjustment. Subject to Section 6.7, whenever the Exercise Price is
adjusted pursuant to Section 6.3, the number of Warrant Shares issuable upon exercise of
the Warrants shall simultaneously be adjusted by multiplying the number of Warrant Shares initially
issuable upon exercise of each Warrant by the Exercise Price





18









 







in effect on the date thereof and
dividing the product so obtained by the Exercise Price, as adjusted.




          Section 6.5 Reclassification or Reorganization Event. In the case of any reclassification or reorganization of the outstanding shares of Common Stock
or other Warrant Shares (other than a change covered by Section 6.2 or that solely affects
the par value of such shares of Common Stock), each Holder shall thereafter have the right to
exercise its Warrants and in lieu of the Warrant Shares that would otherwise be issuable upon such
exercise, receive the kind and amount of shares of stock or other securities or property (including
cash) that such Holder would have received pursuant to such reclassification or reorganization if
such Holder had exercised such Warrants immediately prior to such event. The immediately preceding
sentence shall similarly apply to successive reclassifications and reorganizations. If a
Reorganization Event shall occur, the certificate or articles of incorporation of the continuing or
surviving or acquiring or resulting entity, or any contract or agreement providing for such
Reorganization Event, shall provide that, so long as any Warrant remains outstanding, each Warrant,
upon the exercise thereof at any time after the consummation of such Reorganization Event, shall be
exercisable into (at an initial Exercise Price equal to the Exercise Price in effect immediately
prior to such Reorganization Event, but subject to any adjustment pursuant to the terms hereof), in
lieu of the Warrant Shares issuable upon such exercise prior to such consummation, the amount of
cash, securities or other property receivable pursuant to such Reorganization Event by a holder of
the number of shares of Warrant Shares for which a Warrant is exercisable immediately prior to the
effective time of such Reorganization Event. The provisions set forth herein providing for
adjustments and otherwise for the protection of the holders of Warrants shall thereafter continue
to be applicable on an as nearly equivalent basis as may be practicable and any such continuing,
surviving, acquiring or resulting entity shall expressly assume all of the obligations of the
Company set forth herein to the extent applicable. It is acknowledged and agreed that if, in
connection with any Reorganization Event, the Warrants become exercisable solely for cash, and the
Exercise Price is higher than the amount of cash for which such Warrant is exercisable, then, upon
consummation of such reorganization, all Warrants then outstanding with such higher Exercise Price
shall automatically be terminated and cancelled without payment, and the Company may unilaterally
terminate this Warrant Agreement by giving written notice thereof to the Warrant Agent. For
purposes hereof, a “Reorganization Event” shall mean (i) a consolidation, merger,
amalgamation, share exchange, sale of all or substantially all assets or similar transaction of the
Company with or into another Person pursuant to which the Common Stock is changed into, converted
into or exchanged for cash, securities or other property (whether of the Company or another Person)
other than in circumstances covered by Section 6.2; (ii) a reorganization, recapitalization
or reclassification or similar transaction in which the Common Stock is exchanged for securities
other than Common Stock (other than in circumstances covered by Section 6.2); or (iii) a
statutory exchange of the outstanding shares of Common Stock for securities of another Person. The
provisions of this Section 6.5 shall apply similarly to all successive reclassifications,
reorganizations and events constituting Reorganization Events.




          Section 6.6 Notices of Changes in Warrant and Other Events. Upon every adjustment of
the Exercise Price or the number of shares issuable upon exercise of a Warrant, the Company shall
give written notice thereof to the Warrant Agent, which notice shall state the Exercise Price
resulting from such adjustment and the increase or decrease, if any, in the number






19









 







of shares of
Common Stock purchasable at such price upon the exercise of a Warrant, setting forth in reasonable
detail the method of calculation and the facts upon which such calculation is based. Upon the
occurrence of any event specified in Sections 6.2, 6.3 or 6.5,
then, in any such event, the Company shall give or cause to be given written notice to each Holder,
by press release or at the last address set forth for such Holder in the register books of the
Warrant Agent, of the record date or the effective date of the event. Failure to give such notice,
or any defect therein, shall not affect the legality or validity of such event. To the extent not
covered (on or before the time period required below) by any statement or other notice delivered or
required to be delivered pursuant hereto, and excluding any events specified in Sections
6.2, 6.3 or 6.5, the Company shall give notice to each Registered Holder and
other Holder by press release or by mail if at any time, prior to the expiration or exercise in
full of the Warrants, any of the following events shall occur:




          (a) the Company shall authorize the payment of any dividend payable in any securities (other
than shares of Common Stock in a dividend to which the adjustments set forth in this Agreement
apply) or authorize the making of any dividend or distribution (other than cash dividends to which
the adjustments set forth in this Agreement apply) to all holders of Common Stock or any other
class or series of stock then forming part of the Warrant Shares; or



          (b) the Company shall authorize the issuance to all holders of Common Stock (or other class or
series of stock then forming part of the Warrant Shares) of any additional securities (other than a
stock dividend to which the adjustments set forth in this Agreement apply) or of rights, options or
warrants to subscribe for or purchase any securities; or



          (c) the Company shall authorize a capital reorganization or reclassification of any class or
series of stock then forming part of the Warrant Shares (other than a reorganization or
reclassification for which the adjustments set forth in this Agreement apply), or any dissolution,
liquidation or winding up of the Company.



     Such giving of notice shall be initiated at least ten (10) Business Days prior to the date
fixed as a record date or effective date or the date of closing of the Company’s stock transfer
books for the determination of the stockholders entitled to such dividend, distribution or issuance
or for the determination of stockholders entitled to vote on the proposed event set forth in
paragraph (c) above. Such notice shall specify such record date or the date of closing of the
stock transfer books, as the case may be. Failure to provide such notice shall not affect the
validity of any action taken in connection with such dividend, distribution, issuance or other
proposed transaction. For the avoidance of doubt, no such notice shall supersede or limit any
adjustment otherwise called for hereby by reason of any event as to which notice is required by
this Section 6.6.



          Section 6.7 No Fractional Shares. Notwithstanding any provision contained in this
Agreement to the contrary, the Company shall not issue fractional shares upon exercise of Warrants.
If, by reason of any adjustment made pursuant to this Article 6, any Holder would be
entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Common
Stock, the Company shall, upon such exercise, round down to the nearest whole number the number of
shares of Common Stock to be issued to the Holder.







20









 








          Section 6.8 Form of Warrant. The form of Warrant or Warrant Certificate need not be
changed because of any adjustment pursuant to this Article 6, and Warrant Certificates
issued after such adjustment may state the same Exercise Price and the same number of shares as is
stated in the Warrant Certificates initially issued pursuant to this Agreement. However, the
Company may at any time in its sole discretion make any change in the form of Warrant or Warrant
Certificate that the Company may deem appropriate and that does not affect the substance thereof,
and any Warrant Certificates thereafter issued or countersigned, whether in exchange or
substitution for an outstanding Warrant Certificate or otherwise, may be in the form as so changed.




          Section 6.9 De Minimis Adjustments. No adjustment in the number of Warrant Shares
purchasable hereunder shall be required unless such adjustment would require an increase or
decrease of at least one percent (1%) in the number of Warrant Shares purchasable upon the exercise
of each Warrant; provided, however, that any adjustments which by reason of this
Section 6.9 are not required to be made shall be carried forward and taken into account in
any subsequent adjustment. All calculations shall be made to the nearest cent and to the nearest
one-hundredth of a Warrant Share, as the case may be.




ARTICLE 7




CONCERNING THE WARRANT AGENT



          Section 7.1 Warrant Agent. The Warrant Agent shall serve as the agent of the Company in
respect of the Warrants and the Warrant Certificates, upon the terms of, and subject to the
conditions set forth in, this Agreement and the Warrant Certificates. The Warrant Agent shall have
the powers and authority granted to and conferred upon it hereunder and in the Warrant
Certificates, and such further powers and authority as the Company may hereafter grant to or confer
upon it. All of the terms and provisions with respect to such powers and authority contained in
the Warrant Certificates are subject to and governed by the terms and provisions of this Agreement.



          Section 7.2 Conditions of Warrant Agent’s Obligations.




          (a) The Warrant Agent accepts its obligations herein set forth upon the terms and conditions
hereof, including the following, to all of which the Company agrees and to all of which the rights
hereunder of the Holders from time to time of the Warrant Certificates shall be subject:



               (i) Compensation and Indemnification. The Company agrees promptly to pay the Warrant Agent
the compensation to be agreed upon between the Company and the Warrant Agent for all services
rendered by the Warrant Agent and to reimburse the
Warrant Agent for reasonable out-of-pocket expenses incurred by the Warrant Agent without
negligence, bad faith or willful misconduct or breach of this Agreement on its part in connection
with the services rendered hereunder by the Warrant Agent. The Company also agrees to indemnify
the Warrant Agent for, and to hold it harmless against, any loss, liability or expense incurred
without negligence, bad faith or willful misconduct on the part of the Warrant Agent,



21









 




arising out
of or in connection with its acting as the Warrant Agent hereunder, as well as the reasonable costs
and expenses of defending against any claim of such liability. In addition, from time to time,
Company may provide the Warrant Agent with instructions concerning the services performed by the
Warrant Agent hereunder. In addition, at any time Warrant Agent may apply to any officer of
Company for instruction, and may consult with legal counsel for Company with respect to any matter
arising in connection with the services to be performed by the Warrant Agent under this Agreement.
The Warrant Agent and its agents and subcontractors shall not be liable and shall be indemnified by
Company for any action taken or omitted by the Warrant Agent in reliance upon any Company
instructions or upon the advice or opinion of such counsel. The Warrant Agent shall not be held to
have notice of any change of authority of any person, until receipt of written notice thereof from
Company.




               (ii) Agent for the Company. In acting under this Agreement and in connection with the
Warrants and the Warrant Certificates, the Warrant Agent is acting solely as agent of the Company
and does not assume any obligation or relationship of agency or trust for or with any of the
Holders of Warrant Certificates or beneficial owners of Warrants.



               (iii) Counsel. The Warrant Agent may consult with counsel satisfactory to it in its
reasonable judgment (who may be counsel for the Company), and the advice of such counsel shall be
full and complete authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in accordance with the advice of such counsel.



               (iv) Documents. Subject to Section 3.2(j), the Warrant Agent shall be protected and
shall incur no liability for or in respect of any action taken or thing suffered by it in reliance
upon any Warrant Certificate, Exercise Form, notice, direction, consent, certificate, affidavit,
statement or other paper or document reasonably believed by it to be genuine and to have been
presented or signed by the proper parties. The Company shall perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and/or delivered all such further acts,
instruments and documents as may reasonably be required by the Warrant Agent for the carrying out
of the provisions of this Agreement.



               (v) Certain Transactions. The Warrant Agent, and its officers, directors and employees, may
become the owner of, or acquire any interest in, Warrants, with the same rights that it or they
would have if it were not the Warrant Agent hereunder, and, to the extent permitted by applicable
law, it or they may engage or be interested in any financial or other transaction with the Company
and may act on, or as depositary, trustee or agent for, any committee or body of holders of Warrant
Shares or other obligations of the Company as freely as if it were not the Warrant Agent hereunder.



               (vi) No Liability for Interest. The Warrant Agent shall have no liability for interest on any
monies at any time received by it pursuant to any of the provisions of this Agreement or of the
Warrant Certificates.



               (vii) No Liability for Invalidity. The Warrant Agent shall not be under any responsibility
with respect to the validity or sufficiency of this Agreement or the execution and delivery hereof
(except the due authorization to execute this Agreement and the due



22









 




execution and delivery hereof
by the Warrant Agent) or, subject to Section 3.2(j), with respect to the validity or
execution of any Warrant Certificates (except its countersignature thereof).




               (viii) No Liability for Recitals. The recitals contained herein shall be taken as the
statements of the Company and the Warrant Agent assumes no liability for the correctness of the
same.



               (ix) No Implied Obligations. The Warrant Agent shall be obligated to perform only such duties
as are herein and in the Warrant Certificates specifically set forth and no implied duties or
obligations shall be read into this Agreement or the Warrant Certificates against the Warrant
Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may
tend to involve it in any expense or liability, the payment of which within a reasonable time is
not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under
any duty or responsibility for the use by the Company of any of the Warrant Certificates
countersigned by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or
for the application by the Company of the proceeds of the Warrant Certificates. The Warrant Agent
shall have no duty or responsibility in case of any default by the Company in the performance of
its covenants or agreements contained herein or in the Warrant Certificates or in the case of the
receipt of any written demand from a Holder of a Warrant Certificate with respect to such default.



               (x) Aggregate Liability. Notwithstanding anything contained herein to the contrary, the
Warrant Agent’s aggregate liability during any term of this Agreement with respect to, arising
from, or arising in connection with this Agreement, or from all services provided or omitted to be
provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and
shall not exceed, other than in the case of the Warrant Agent’s bad faith or willful misconduct,
the amounts paid hereunder by the Company to Warrant Agent as fees and charges, but not including
reimbursable expenses,



               (xi) Damages. Neither party to this agreement shall be liable to the other party for any
consequential, indirect, special or incidental damages under any provisions of this agreement or
for any consequential, indirect, penal, special or incidental damages arising out of any act or
failure to act hereunder even if that party has been advised of or has foreseen the possibility of
such damages.



          Section 7.3 Resignation and Appointment of Successor.




          (a) The Company agrees, for the benefit of the Holders from time to time, that there shall at
all times be a Warrant Agent hereunder until all the Warrants have been exercised
or are no longer exercisable. The initial Warrant Agent and any successor Warrant Agent
hereunder shall be the Company or a bank or trust company in good standing, and shall be authorized
under the laws of the jurisdiction of its organization to exercise corporate trust powers and
subject to examination by federal or state authority.



          (b) The Warrant Agent may at any time resign as such by giving written notice of its
resignation to the Company, specifying the desired date on which its resignation shall become
effective; provided, however, that such date shall be not less than ninety (90) days



23









 




after the date
on which such notice is given unless the Company agrees to accept shorter notice. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor Warrant Agent (which
shall be the Company or a bank or trust company in good standing, authorized under the laws of the
jurisdiction of its organization to exercise corporate trust powers and subject to examination by
federal or state authority) by written instrument in duplicate signed on behalf of the Company, one
copy of which shall be delivered to the resigning Warrant Agent and one copy to the successor
Warrant Agent. The Company may, at any time and for any reason at no cost to the Holders, remove
the Warrant Agent and appoint a successor Warrant Agent (qualified as aforesaid) by written
instrument in duplicate signed on behalf of the Company and specifying such removal and the date
when it is intended to become effective, one copy of which shall be delivered to the Warrant Agent
being removed and one copy to the successor Warrant Agent. Any resignation or removal of the
Warrant Agent and any appointment of a successor Warrant Agent shall become effective upon
acceptance of appointment by the successor Warrant Agent as provided in this subsection (b). In
the event a successor Warrant Agent has not been appointed and accepted its duties within ninety
(90) days of the Warrant Agent’s notice of resignation, the Warrant Agent may apply to any court of
competent jurisdiction for the designation of a successor Warrant Agent. Upon its resignation or
removal, the Warrant Agent shall be entitled to the payment by the Company of the compensation and
to the reimbursement of all reasonable out-of-pocket expenses incurred by it hereunder as agreed to
in Section 7.2(a).




          (c) The Company shall remove the Warrant Agent and appoint a successor Warrant Agent if the
Warrant Agent (i) shall become incapable of acting, (ii) shall be adjudged bankrupt or insolvent,
(iii) shall commence a voluntary case or other proceeding seeking liquidation, reorganization or
other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law
now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian
or other similar official of it or any substantial part of its property, (iv) shall consent to, or
shall have had entered against it a court order for, any such relief or to the appointment of or
taking possession by any such official in any involuntary case or other proceedings commenced
against it, (v) shall make a general assignment for the benefit of creditors or (vi) shall fail
generally to pay its debts as they become due. Upon the appointment as aforesaid of a successor
Warrant Agent and acceptance by it of such appointment, the predecessor Warrant Agent shall, if not
previously disqualified by operation of law, cease to be Warrant Agent hereunder.



          (d) Any successor Warrant Agent appointed hereunder shall execute, acknowledge and deliver to
its predecessor and the Company an instrument accepting such appointment hereunder, and thereupon
such successor Warrant Agent, without any further act, deed or conveyance, shall become vested with
all the authority, rights, powers, immunities,
duties and obligations of such predecessor with like effect as if originally named as Warrant
Agent hereunder, and such predecessor shall thereupon become obligated to transfer, deliver and pay
over, and such successor Warrant Agent shall be entitled to receive, all monies, securities and
other property on deposit with or held by such predecessor as Warrant Agent hereunder.



          (e) Any corporation into which the Warrant Agent hereunder may be merged or converted or any
corporation with which the Warrant Agent may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Warrant Agent



24









 




shall be a party, or any corporation
to which the Warrant Agent shall sell or otherwise transfer all or substantially all the assets and
business of the Warrant Agent, provided that it shall be qualified as aforesaid, shall be the
successor Warrant Agent under this Agreement without the execution or filing of any paper or any
further act on the part of any of the parties hereto. No costs and expenses associated with any
replacement or appointment of a successor Warrant Agent shall be paid by the Holders.




          (f) In the event a successor Warrant Agent shall be appointed, the Company shall (i) give
notice thereof to the predecessor Warrant Agent and the transfer agent for the Warrant Shares not
later than the effective date of any such appointment, and (ii) cause written notice thereof to be
delivered to each Registered Holder at such holder’s address appearing on the Warrant Register.
Failure to give any notice provided for in this Section or any defect therein shall not affect the
legality or validity of the removal of the Warrant Agent or the appointment of a successor Warrant
Agent, as the case may be.



ARTICLE 8




MISCELLANEOUS



          Section 8.1 Amendment. The terms of the Warrants may be amended by the Company,
provided, that the affirmative vote or consent of the Holders of Warrants exercisable for a
majority of the Warrant Shares then issuable upon exercise of the Warrants then outstanding shall
be required if the rights of the Holders are adversely affected by such amendment;
provided, however, that the consent of each Holder of a Warrant affected shall be
required for any amendment of this Agreement that would (i) increase the Exercise Price or decrease
the number of Warrant Shares purchasable upon exercise of the Warrants, or alter the Company’s
obligation to issue Warrant Shares upon exercise of the underlying Warrant (other than adjustments
made pursuant to Section 6 hereof), (ii) change the Expiration Date to an earlier date, or
(iii) treat such Holder differently in an adverse way from any other Holder of Warrants.
Notwithstanding anything to the contrary herein, upon the delivery of a certificate from a Company
executive officer which states that the proposed amendment is in compliance with the terms of this
Agreement and, provided such supplement or amendment does not change the Warrant Agent’s rights,
duties, liabilities or obligations hereunder, the Warrant Agent shall execute such amendment. Any
amendment effected pursuant to and in accordance with this Section will be binding upon all Holders
and upon each future Holder, the Company and the Warrant Agent. In the event of any amendment, the
Company will give prompt notice thereof to all Registered Holders and, if appropriate,
notation thereof will be made on all Warrant Certificates thereafter surrendered for registration
of transfer or exchange.




          Section 8.2 Notices and Demands to the Company and Warrant Agent.
If the Warrant Agent
shall receive any notice or demand addressed to the Company by the Holder of a Warrant Certificate
pursuant to the provisions of the Warrant Certificates, the Warrant Agent shall promptly forward
such notice or demand to the Company.




          (a) Any notice or communication from the Warrant Agent to the Company with respect to this
Agreement shall be addressed to Tronox Incorporated, 3301 NW 150th



25









 




Street, Oklahoma City, OK 73134,
Attention: President, and any notice or communication from the Company to the Warrant Agent with
respect to this Agreement shall be addressed to such address as shall be specified in writing by
the Warrant Agent to the Company from time to time (or such other address as shall be specified in
writing by the Warrant Agent or by the Company). Any notice or communication that is given to any
Holder pursuant to this Agreement or with respect to any Warrant, Book-Entry Warrant or Warrant
Certificate shall be addressed to such Holder’s address as it appears on the books of the Warrant
Agent.




          (b) All notices and communications made to the Company, the Warrant Agent or any Holder
pursuant to this Agreement or any Warrant Certificate shall be in writing and shall be conclusively
deemed to have been duly given (i) when hand delivered to the receiving party; (ii) three (3)
Business Days after deposit in the U.S. mail with first class or certified mail receipt requested
postage prepaid; or (iii) the next Business Day after deposit with a national overnight delivery
service, postage prepaid, with next Business Day delivery guaranteed, provided that the sending
party receives a confirmation of delivery from the delivery service provider.



          Section 8.3 Applicable Law; Waiver of Jury Trial. The validity, interpretation and
performance of this Agreement and each Warrant Certificate issued hereunder and of the respective
terms and provisions hereof and thereof shall be governed by, and construed in accordance with, the
laws of the State of Delaware, without regard to any conflicts of law provision that would require
the application of the law of any other jurisdiction. Nothing herein is intended to circumvent any
duties owed by the parties to one another (including without limitation any duties owed to the
Holders as express third-party beneficiaries), or to limit any implied covenant of good faith and
fair dealing as applicable hereto, under the governing law of this Warrant Agreement. THE COMPANY,
THE WARRANT AGENT, AND EACH HOLDER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY
RIGHTS THEY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF,
UNDER, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY WARRANT CERTIFICATE OR WARRANT ISSUED
HEREUNDER.




          Section 8.4 Headings. The descriptive headings of the several Articles and Sections of
this Agreement are inserted for convenience only and shall not control or affect the meaning or
construction of any of the provisions hereof.




          Section 8.5 Counterparts. This Agreement may be executed in any number of counterparts,
any of which may be delivered via facsimile, PDF, or other forms of electronic delivery, each of
which as so executed shall be deemed to be an original, but such counterparts shall together
constitute but one and the same instrument.




          Section 8.6 Inspection of Agreement. A copy of this Agreement shall be available at all
reasonable times at the principal corporate trust office of the Warrant Agent for inspection by the
Holder of any Book-Entry Warrant or Warrant Certificate. The Warrant Agent may require such Holder
of a Warrant Certificate to submit such Warrant Certificate for inspection by it.




26









 








          Section 8.7 Benefits of This Agreement. This Agreement is otherwise intended solely for
the benefit of the Company, the Warrant Agent and their respective successors and permitted
assigns, and this Agreement shall not confer any rights upon any other Person.




          Section 8.8 Termination. This Agreement shall terminate at the earliest to occur of (a)
the exercise of all Warrants, (b) the expiration of the Exercise Period, and (c) the Company’s
termination hereof pursuant to Section 6.5; provided, however, that Section 7.2 and
this Article 8 shall survive any termination or expiration hereof.




          Section 8.9 Confidentiality. The Warrant Agent and the Company agree that all books,
records, information and data pertaining to the business of the other party, including inter alia,
personal, non-public warrant holder information, which are exchanged or received pursuant to the
negotiation or the carrying out of this Agreement including the fees for services set forth in the
attached schedule shall remain confidential, and shall not be voluntarily disclosed to any other
person, except as may be required by law.




[Signature Page Follows]




27









 





          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered as of the day and year first above written.



	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMPUTERSHARE TRUST COMPANY, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	COMPUTERSHARE INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



 









 






	 	 	 	 	 



EXHIBIT A-1




FORM OF WARRANT STATEMENT

FOR SERIES A WARRANTS




[As provided by the Warrant Agent]








 









 








EXHIBIT A-2




FORM OF WARRANT STATEMENT

FOR SERIES B WARRANTS




[As provided by the Warrant Agent]








 









 








EXHIBIT A-3




FORM OF FACE OF

GLOBAL WARRANT CERTIFICATE

FOR SERIES A WARRANTS




VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON •, 2018


This Global Warrant Certificate is held by The Depository Trust Company (the “Depositary”) or
its nominee in custody for the benefit of the beneficial owners hereof, and is not transferable to
any person under any circumstances except that (i) this Global Warrant Certificate may be exchanged
in whole but not in part pursuant to Section 5.2(a) of the Warrant Agreement dated as of •, 2011
(the “Warrant Agreement”), (ii) this Global Warrant Certificate may be delivered to the Warrant
Agent for cancellation pursuant to Section 5.1(h) of the Warrant Agreement and (iii) this Global
Warrant Certificate may be transferred to a successor Depositary with the prior written consent of
the Company.



Unless this Global Warrant Certificate is presented by an authorized representative of the
Depositary to the Company or the Warrant Agent for registration of transfer, exchange or payment
and any certificate issued is registered in the name of • or such other entity as is requested by
an authorized representative of the Depositary (and any payment hereon is made to • or to such
other entity as is requested by an authorized representative of the Depositary), any transfer,
pledge or other use hereof for value or otherwise by or to any person is wrongful because the
registered owner hereof, •, has an interest herein.



Transfers of this Global Warrant Certificate shall be limited to transfers in whole, but not in
part, to nominees of the Depositary or to a successor thereof or such successor’s nominee, and
transfers of portions of this Global Warrant Certificate shall be limited to transfers made in
accordance with the restrictions set forth in Section 5 of the Warrant Agreement.



No registration or transfer of the securities issuable pursuant to the Series A Warrant will be
recorded on the books of the Company until such provisions have been complied with.







 









 









     THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE (INCLUDING THE SECURITIES ISSUABLE UPON
EXERCISE OF THE SERIES A WARRANT) ARE SUBJECT TO ADDITIONAL AGREEMENTS SET FORTH IN THE WARRANT
AGREEMENT, DATED AS OF •, 2011, BY AND BETWEEN THE COMPANY AND THE WARRANT AGENT (THE “WARRANT
AGREEMENT”).



THIS SERIES A WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO

5:00 P.M., NEW YORK CITY TIME, ON •, 2018




SERIES A WARRANT TO PURCHASE



______________ SHARES OF COMMON STOCK OF



TRONOX INCORPORATED



CUSIP # •

ISSUE DATE: •, 2011


No. A-1




     This certifies that, for value received, ___________________________, and its registered
assigns (collectively, the “Registered Holder”), is entitled to purchase from Tronox Incorporated,
a corporation incorporated under the laws of the State of Delaware (the “Company”), subject to the
terms and conditions hereof, at any time before 5:00 p.m., New York time, on •, 2018, the number of
fully paid and nonassessable shares of Common Stock of the Company set forth above at the Exercise
Price (as defined in the Warrant Agreement) applicable to Series A Warrants. The Exercise Price
and the number and kind of shares purchasable hereunder are subject to adjustment from time to time
as provided in Article 6 of the Warrant Agreement. The initial Exercise Price shall be $62.13.



     This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.



     IN WITNESS WHEREOF, this Series A Warrant has been duly executed by the Company under its
corporate seal as of the ____ day of ___________________, 2011.



	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	Attest:  	
 	 
	 	 	Secretary 	 
	 	 	 	 
	 



•,

as Warrant Agent




	 	 	 	 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




Page 2 of Exhibit A-3









 





Address of Registered Holder for Notices (until changed in accordance with this Series A Warrant):




     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT CERTIFICATE SET FORTH ON
THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH
FULLY SET FORTH AT THIS PLACE.



Page 3 of Exhibit A-3









 





FORM OF REVERSE OF SERIES A WARRANT




     The Series A Warrant evidenced by this Warrant Certificate is a part of a duly authorized
issue of Series A Warrants to purchase 544,041 shares of Common Stock issued pursuant to that the
Warrant Agreement, a copy of which may be inspected at the Warrant Agent’s office. The Warrant
Agreement hereby is incorporated by reference in and made a part of this instrument and is hereby
referred to for a description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Warrant Agent, the Company and the Registered Holders of the Series A
Warrants. All capitalized terms used on the face of this Series A Warrant herein but not defined
that are defined in the Warrant Agreement shall have the meanings assigned to them therein.



     Upon due presentment for registration of transfer of the Series A Warrant at the office of the
Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in
the aggregate a like number of Series A Warrants shall be issued to the transferee in exchange for
this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without
charge except for any applicable tax or other governmental charge.



     The Company shall not be required to issue fractions of Warrant Shares or any certificates
that evidence fractional Warrant Shares.



     No Series A Warrants may be sold, exchanged or otherwise transferred in violation of the
Securities Act or state securities laws.



     This Series A Warrant does not entitle the Registered Holder to any of the rights of a
stockholder of the Company.



     The Company and Warrant Agent may deem and treat the Registered Holder hereof as the absolute
owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone) for the purpose of any exercise hereof and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.



Page 4 of Exhibit A-3









 





EXHIBIT A-4




FORM OF FACE OF

GLOBAL WARRANT CERTIFICATE

FOR SERIES B WARRANTS




VOID AFTER 5:00 P.M., NEW YORK CITY TIME, ON •, 2018


This Global Warrant Certificate is held by The Depository Trust Company (the “Depositary”) or
its nominee in custody for the benefit of the beneficial owners hereof, and is not transferable to
any person under any circumstances except that (i) this Global Warrant Certificate may be exchanged
in whole but not in part pursuant to Section 5.2(a) of the Warrant Agreement dated as of •, 2011
(the “Warrant Agreement”), (ii) this Global Warrant Certificate may be delivered to the Warrant
Agent for cancellation pursuant to Section 5.1(h) of the Warrant Agreement and (iii) this Global
Warrant Certificate may be transferred to a successor Depositary with the prior written consent of
the Company.



Unless this Global Warrant Certificate is presented by an authorized representative of the
Depositary to the Company or the Warrant Agent for registration of transfer, exchange or payment
and any certificate issued is registered in the name of • or such other entity as is requested by
an authorized representative of the Depositary (and any payment hereon is made to • or to such
other entity as is requested by an authorized representative of the Depositary), any transfer,
pledge or other use hereof for value or otherwise by or to any person is wrongful because the
registered owner hereof, •, has an interest herein.



Transfers of this Global Warrant Certificate shall be limited to transfers in whole, but not in
part, to nominees of the Depositary or to a successor thereof or such successor’s nominee, and
transfers of portions of this Global Warrant Certificate shall be limited to transfers made in
accordance with the restrictions set forth in Section 5 of the Warrant Agreement.



No registration or transfer of the securities issuable pursuant to the Series B Warrant will be
recorded on the books of the Company until such provisions have been complied with.







 









 








     THE SECURITIES REPRESENTED BY THIS WARRANT CERTIFICATE (INCLUDING THE SECURITIES ISSUABLE UPON
EXERCISE OF THE SERIES B WARRANT) ARE SUBJECT TO ADDITIONAL AGREEMENTS SET FORTH IN THE WARRANT
AGREEMENT, DATED AS OF •, 2011, BY AND BETWEEN THE COMPANY AND THE WARRANT AGENT (THE “WARRANT
AGREEMENT”).



THIS SERIES B WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO

5:00 P.M., NEW YORK CITY TIME, ON •, 2018




SERIES B WARRANT TO PURCHASE



______________ SHARES OF COMMON STOCK OF



TRONOX INCORPORATED



CUSIP # •

ISSUE DATE: •, 2011


No. B-1




     This certifies that, for value received, ___________________________, and its registered
assigns (collectively, the “Registered Holder”), is entitled to purchase from Tronox Incorporated,
a corporation incorporated under the laws of the State of Delaware (the “Company”), subject to the
terms and conditions hereof, at any time before 5:00 p.m., New York time, on •, 2018, the number of
fully paid and nonassessable shares of Common Stock of the Company set forth above at the Exercise
Price (as defined in the Warrant Agreement) applicable to Series B Warrants. The Exercise Price
and the number and kind of shares purchasable hereunder are subject to adjustment from time to time
as provided in Article 6 of the Warrant Agreement. The initial Exercise Price shall be $68.56.



     This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.



     IN WITNESS WHEREOF, this Series B Warrant has been duly executed by the Company under its
corporate seal as of the ____ day of ___________________, 2011.



	 	 	 	 	 
	 	TRONOX INCORPORATED

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



	 	 	 	 	 
	 	Attest:  	
 	 
	 	 	Secretary 	 
	 	 	 	 



        •,

as Warrant Agent




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Page 2 of Exhibit A-4









 






	 	 	 	 	 



Address of Registered Holder for Notices (until changed in accordance with this Series B Warrant):





     REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS WARRANT CERTIFICATE SET FORTH ON
THE REVERSE HEREOF. SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH
FULLY SET FORTH AT THIS PLACE.



Page 3 of Exhibit A-4









 





FORM OF REVERSE OF SERIES B WARRANT




     The Series B Warrant evidenced by this Warrant Certificate is a part of a duly authorized
issue of Series B Warrants to purchase 672,175 shares of Common Stock issued pursuant to that the
Warrant Agreement, a copy of which may be inspected at the Warrant Agent’s office. The Warrant
Agreement hereby is incorporated by reference in and made a part of this instrument and is hereby
referred to for a description of the rights, limitation of rights, obligations, duties and
immunities thereunder of the Warrant Agent, the Company and the Registered Holders of the Series B
Warrants. All capitalized terms used on the face of this Series B Warrant herein but not defined
that are defined in the Warrant Agreement shall have the meanings assigned to them therein.



     Upon due presentment for registration of transfer of the Series B Warrant at the office of the
Warrant Agent, a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in
the aggregate a like number of Series B Warrants shall be issued to the transferee in exchange for
this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without
charge except for any applicable tax or other governmental charge.



     The Company shall not be required to issue fractions of Warrant Shares or any certificates
that evidence fractional Warrant Shares.



     No Series B Warrants may be sold, exchanged or otherwise transferred in violation of the
Securities Act or state securities laws.



     This Series B Warrant does not entitle the Registered Holder to any of the rights of a
stockholder of the Company.



     The Company and Warrant Agent may deem and treat the Registered Holder hereof as the absolute
owner of this Warrant Certificate (notwithstanding any notation of ownership or other writing
hereon made by anyone) for the purpose of any exercise hereof and for all other purposes, and
neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.








Page 4 of Exhibit A-4









 








EXHIBIT B




EXERCISE FORM FOR REGISTERED HOLDERS

HOLDING BOOK-ENTRY SERIES [A][/][B] WARRANTS


(To be executed upon exercise of Series [A][/][B] Warrant)




     The undersigned hereby irrevocably elects to exercise the right, represented by the Book-Entry
Warrants, to purchase Warrant Shares and (check one):




	 	o	 	herewith tenders payment for _______ of the Warrant Shares to the order of Tronox
Incorporated in the amount of $_________ in accordance with the terms of the Warrant
Agreement and this Series [A][/][B] Warrant; or
	 
	 	o	 	herewith tenders this Series [A][/][B] Warrant for _______ Warrant Shares pursuant
to the net issuance exercise provisions of Section 3.2(d) of the Warrant Agreement.
This exercise and election shall o be immediately effective or o shall be effective as
of 5:00 p.m., New York time, on [insert date].





The undersigned requests that [a statement representing] the Warrant Shares be delivered as follows:




	 	 	 	 	 
	 	 	 
	 	 	Name 	 	 
	 	 	Address 	 	 
	 	 	 	 	 
	 
	 	 	Delivery Address (if different)
	 	 	 	 	 
	 	 	 	 	 
	 





     If said number of shares shall not be all the shares purchasable under the within Book-Entry
Warrants, the undersigned requests that a new Book-Entry Warrant representing the balance of such
Series [A][/][B] Warrants shall be registered, with the appropriate Warrant Statement delivered as
follows:




	 	 	 	 	 
	 	 	 
	 	 	Name 	 	 
	 	 	Address 	 	 
	 	 	 	 	 
	 
	 	 	Delivery Address (if different)
	 	 	 	 	 
	 	 	 	 	 
	 




	 	 	 	 	 

	 

	 	Signature	 	 
	 

	 	 	 	 
	Social Security or Other Taxpayer
Identification Number of Holder
	 	 	 	 
	 
	 	 	 	 
	 	 	Note: If the statement representing the Warrant
Shares or any Book-Entry Warrants representing
Warrants not exercised is to be registered in a
name other than that in which the Book-Entry
Warrants are registered, the signature of the
holder hereof must be guaranteed.
	 
	 	 	 	 
	 	 	SIGNATURE GUARANTEED BY:
	 
	 	 	 	 
	 

	 	 

	 






 









 






	 	 	 

	 

	 	Signatures must be guaranteed by a participant in
the Securities Transfer Agent Medallion Program,
the Stock Exchanges Medallion Program or the New
York Stock Exchange, Inc. Medallion Signature
Program.
	 
	 	 
	 

	 	Countersigned:
	 

	 	Dated: ____________, 20                    
	 
	 	 
	 

	 	•,
	 

	 	as Warrant Agent






	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Page 2 of Exhibit B









 






	 	 	 	 	 



EXHIBIT C




FORM OF ASSIGNMENT


(To be executed only upon assignment of Warrant)





     For value received, ____________________ hereby sells, assigns and transfers unto the
Assignee(s) named below the rights represented by such Series [A][/][B] Warrant to purchase number
of Warrant Shares listed opposite the respective name(s) of the Assignee(s) named below and all
other rights of the Registered Holder under the within Series [A][/][B] Warrant, and does hereby
irrevocably constitute and appoint _____________________________ attorney, to transfer said Series
[A][/][B] Warrant on the books of the within-named Company with respect to the number of Warrant
Shares set forth below, with full power of substitution in the premises:



	 	 	 	 	 
	Name(s) of	 	 	 	 
	Assignee(s)	 	Address	 	No. of Warrant Shares
	 
	 	 
	 	 




And if said number of Warrant Shares shall not be all the Warrant Shares represented by the Series
[A][/][B] Warrant, a new Series [A][/][B] Warrant is to be issued in the name of said undersigned
for the balance remaining of the Warrant Shares registered by said Series [A][/][B] Warrant.




	 	 	 	 	 

	     Dated:                                   ,  20                    	 	Signature                                                             
	 
	 	 	 	 
	 

	 	Note:
	 	The above signature should correspond exactly
with 

the name on the face of this Series [A][/][B]
Warrant