ANY OF THE SHARES HEREUNDER,
TRONOX WILL ENTER INTO CUSTOMARY INDEMNIFICATION ARRANGEMENTS TO INDEMNIFY AND
HOLD HARMLESS EACH OF THE SELLING HOLDERS, EACH OF THEIR RESPECTIVE DIRECTORS
AND OFFICERS, EACH PERSON (AS DEFINED BELOW) WHO PARTICIPATES AS AN UNDERWRITER
IN THE OFFERING OR SALE OF SUCH SECURITIES, EACH OFFICER AND DIRECTOR OF EACH
UNDERWRITER, AND EACH PERSON, IF ANY, WHO CONTROLS EACH SUCH SELLING HOLDER OR
ANY SUCH UNDERWRITER WITHIN THE MEANING OF THE SECURITIES ACT (COLLECTIVELY, THE
"COVERED PERSONS") AGAINST ANY LOSSES, CLAIMS, DAMAGES, LIABILITIES AND
EXPENSES, JOINT OR SEVERAL, TO WHICH SUCH PERSON MAY BE SUBJECT UNDER THE
SECURITIES ACT OR OTHERWISE INSOFAR AS SUCH LOSSES, CLAIMS, DAMAGES, LIABILITIES
OR EXPENSES (OR ACTIONS OR PROCEEDINGS IN RESPECT THEREOF) ARISE OUT OF OR ARE
BASED UPON (I) ANY UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OF ANY MATERIAL
FACT CONTAINED IN ANY RELATED REGISTRATION STATEMENT FILED UNDER THE SECURITIES
ACT, ANY PRELIMINARY PROSPECTUS OR FINAL PROSPECTUS INCLUDED THEREIN, OR ANY
AMENDMENT OR SUPPLEMENT THERETO, OR ANY DOCUMENT INCORPORATED BY REFERENCE
THEREIN, OR (II) ANY OMISSION OR ALLEGED OMISSION TO STATE THEREIN A MATERIAL
FACT REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS THEREIN
NOT MISLEADING, AND TRONOX WILL REIMBURSE EACH SUCH COVERED PERSON, AS INCURRED,
FOR ANY LEGAL OR ANY OTHER EXPENSES REASONABLY INCURRED BY SUCH COVERED PERSON
IN CONNECTION WITH INVESTIGATING OR DEFENDING ANY SUCH LOSS, CLAIM, LIABILITY,
ACTION OR PROCEEDING; PROVIDED, HOWEVER, THAT TRONOX SHALL NOT BE LIABLE IN ANY
SUCH CASE TO THE EXTENT THAT ANY SUCH LOSS, CLAIM, DAMAGE, LIABILITY (OR ACTION
OR PROCEEDING IN RESPECT THEREOF) OR EXPENSE ARISES OUT OF OR IS BASED UPON AN
UNTRUE STATEMENT OR ALLEGED UNTRUE STATEMENT OR OMISSION OR ALLEGED OMISSION
MADE IN SUCH REGISTRATION STATEMENT, ANY SUCH PRELIMINARY PROSPECTUS OR FINAL
PROSPECTUS, AMENDMENT OR SUPPLEMENT IN RELIANCE UPON AND IN CONFORMITY WITH
WRITTEN INFORMATION FURNISHED TO TRONOX BY SUCH SELLING HOLDER OR SUCH
UNDERWRITER SPECIFICALLY FOR USE IN THE PREPARATION THEREOF.
SUCH INDEMNITY
SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF ANY INVESTIGATION MADE BY OR
ON BEHALF OF ANY SUCH COVERED PERSON AND SHALL SURVIVE THE TRANSFER OF SUCH
SECURITIES BY THE SELLING HOLDERS.
IN ORDER TO PROVIDE FOR JUST AND EQUITABLE
CONTRIBUTION TO JOINT LIABILITY UNDER THE SECURITIES ACT IN ANY CASE IN WHICH
EITHER (A) ANY HOLDER EXERCISING RIGHTS UNDER THIS AGREEMENT, OR ANY CONTROLLING
PERSON OF ANY SUCH HOLDER, MAKES A CLAIM FOR INDEMNIFICATION PURSUANT TO THIS
SECTION 6.1, BUT IT IS JUDICIALLY DETERMINED (BY THE ENTRY OF A FINAL JUDGMENT
OR DECREE BY A COURT OF COMPETENT JURISDICTION AND THE EXPIRATION OF TIME TO
APPEAL OR THE DENIAL OF THE LAST RIGHT OF APPEAL) THAT SUCH INDEMNIFICATION MAY
NOT BE ENFORCED IN SUCH CASE NOTWITHSTANDING THE FACT THAT THIS SECTION 6.1
PROVIDES FOR INDEMNIFICATION IN SUCH CASE, OR (B) CONTRIBUTION UNDER THE
SECURITIES ACT MAY BE REQUIRED ON THE PART OF ANY SUCH SELLING HOLDER OR ANY
SUCH CONTROLLING PERSON IN CIRCUMSTANCES FOR WHICH INDEMNIFICATION IS PROVIDED
UNDER THIS