INFORMATION THAT TRONOX HAS A BONA FIDE
BUSINESS PURPOSE FOR PRESERVING AS CONFIDENTIAL AND THE DISCLOSURE OF WHICH
WOULD HAVE A MATERIAL ADVERSE EFFECT ON TRONOX OR (II) TRONOX IS UNABLE TO
COMPLY WITH COMMISSION REQUIREMENTS FOR CONTINUED USE OR EFFECTIVENESS OF THE
SHELF REGISTRATION (IN THE CASE OF EITHER CLAUSE (I) OR (II), FOR CONVENIENCE,
REFERRED TO AS AN "INFORMATION BLACKOUT"), THE SELLING HOLDERS SHALL SUSPEND
SALES OF SHARES PURSUANT TO SUCH SHELF REGISTRATION UNTIL THE EARLIER OF (A) THE
DATE UPON WHICH SUCH MATERIAL INFORMATION IS DISCLOSED TO THE PUBLIC OR CEASES
TO BE MATERIAL (OR TRONOX OTHERWISE COMPLIES WITH APPLICABLE COMMISSION
REQUIREMENTS), (B) 90 DAYS AFTER THE GENERAL COUNSEL OF TRONOX MAKES SUCH GOOD
FAITH DETERMINATION (AS SUBSEQUENTLY CONFIRMED BY THE BOARD) UNLESS RESUMING USE
OF THE SHELF REGISTRATION IS THEN PROHIBITED BY APPLICABLE COMMISSION RULES OR
PUBLISHED INTERPRETATIONS, OR (C) SUCH TIME AS TRONOX NOTIFIES THE SELLING
HOLDERS THAT SALES PURSUANT TO SUCH SHELF REGISTRATION MAY BE RESUMED (THE
NUMBER OF DAYS FROM SUCH SUSPENSION OF SALES OF THE SELLING HOLDERS UNTIL THE
DAY WHEN SUCH SALES MAY BE RESUMED HEREUNDER IS HEREINAFTER CALLED A "SALES
BLACKOUT PERIOD").
(B)
IF THERE IS AN INFORMATION BLACKOUT AND THE
SELLING HOLDERS DO NOT NOTIFY TRONOX IN WRITING OF THEIR DESIRE TO CANCEL SUCH
SHELF REGISTRATION, THE PERIOD SET FORTH IN SECTION 4.1(A)(III)(X) SHALL BE
EXTENDED FOR A NUMBER OF DAYS EQUAL TO THE NUMBER OF DAYS IN THE SALES BLACKOUT
PERIOD.
THE FACT THAT A SALES BLACKOUT PERIOD IS REQUIRED UNDER THIS
SECTION 4.3 OR COMMISSION RULES SHALL NOT RELIEVE THE CONTRACTUAL DUTY OF TRONOX
AS SET FORTH IN SECTION 2.7 TO FILE TIMELY REPORTS AND OTHERWISE FILE MATERIAL
REQUIRED TO BE FILED UNDER THE EXCHANGE ACT.
SECTION 4.4.
LISTING AND OTHER REQUIREMENTS.
IN CONNECTION WITH THE REGISTRATION OF ANY OFFERING OF SHARES PURSUANT TO THIS
AGREEMENT, TRONOX AGREES TO USE COMMERCIALLY REASONABLE EFFORTS TO EFFECT THE
LISTING OF SUCH SHARES ON ANY SECURITIES EXCHANGE ON WHICH ANY
9
SHARES OF ANY CLASS OF TRONOX COMMON STOCK ARE THEN LISTED AND OTHERWISE
FACILITATE THE PUBLIC TRADING OF SUCH SHARES.
TRONOX WILL TAKE ALL OTHER LAWFUL
ACTIONS REASONABLY NECESSARY AND CUSTOMARY UNDER THE CIRCUMSTANCES TO EXPEDITE
AND FACILITATE THE DISPOSITION BY THE SELLING HOLDERS OF SHARES REGISTERED
PURSUANT TO THIS AGREEMENT AS DESCRIBED IN THE PROSPECTUS RELATING THERETO,
INCLUDING WITHOUT LIMITATION TIMELY PREPARATION AND DELIVERY OF STOCK
CERTIFICATES IN APPROPRIATE DENOMINATIONS AND FURNISHING ANY REQUIRED
INSTRUCTIONS OR LEGAL OPINIONS TO TRONOX'S TRANSFER AGENT IN CONNECTION WITH
SHARES SOLD OR OTHERWISE DISTRIBUTED PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT.
SECTION 4.5.
HOLDBACK AGREEMENTS. (A) TRONOX
SHALL NOT EFFECT ANY PUBLIC SALE OR DISTRIBUTION OF ITS EQUITY SECURITIES, OR
ANY SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE FOR SUCH
SECURITIES, DURING THE SEVEN DAYS PRIOR TO AND DURING THE 90-DAY PERIOD
BEGINNING ON THE EFFECTIVE DATE OF ANY REGISTRATION STATEMENT IN CONNECTION WITH
A DEMAND REGISTRATION (OTHER THAN A SHELF REGISTRATION) OR A PIGGYBACK
REGISTRATION, EXCEPT PURSUANT TO REGISTRATIONS ON FORM