Exhibit 4.1

REGISTRATION RIGHTS AGREEMENT

by and among

SOLUTIA, INC.

and

THE HOLDERS SET FORTH HEREIN

Dated as of November 19, 2007

TABLE OF CONTENTS

		Page
ARTICLE I. DEFINITIONS			1
ARTICLE II. REPRESENTATIONS AND WARRANTIES OF THE COMPANY			5
SECTION 2.1 Representations and Warranties of the Company			5
ARTICLE III. SHELF REGISTRATION			9
SECTION 3.1 Shelf Registration Statement			9
SECTION 3.2 Shelf Registration Procedures			9
ARTICLE IV. UNDERWRITTEN OFFERINGS			11
SECTION 4.1 Right to Underwritten Offerings			11
SECTION 4.2 Underwritten Offering Procedures			12
ARTICLE V. PIGGYBACK REGISTRATION			13
SECTION 5.1 Right to Piggyback			13
SECTION 5.2 Priority on Piggyback Registrations			14
SECTION 5.3 Withdrawal of Piggyback Registration			15
ARTICLE VI. BLACKOUT PERIOD			15
SECTION 6.1 Shelf Registration and Piggyback Registration Blackout			15
SECTION 6.2 Blackout Period Limits			16
ARTICLE VII. PROCEDURES AND EXPENSES			16
SECTION 7.1 Registration Procedures			16
SECTION 7.2 Information from Holders; Holders’ Obligations			21
SECTION 7.3 Suspension of Disposition			22
SECTION 7.4 Registration Expenses			23
ARTICLE VIII. INDEMNIFICATION			24
SECTION 8.1 Indemnification by the Company			24
SECTION 8.2 Indemnification by Holders			25
SECTION 8.3 Conduct of Indemnification Proceedings			25
SECTION 8.4 Contribution, etc			26
ARTICLE IX. FREE WRITING PROSPECTUSES			28
ARTICLE X. RULE 144			28
ARTICLE XI. PRIVATE PLACEMENT			28

		Page
ARTICLE XII. MISCELLANEOUS			29
SECTION 12.1 Notices			29
SECTION 12.2 Severability			30
SECTION 12.3 Assignment; Certain Specified Third Party Beneficiaries			30
SECTION 12.4 Entire Agreement			30
SECTION 12.5 Waivers and Amendments			30
SECTION 12.6 Counterparts			31
SECTION 12.7 Governing Law; Venue			31
SECTION 12.8 Headings			31
SECTION 12.9 Specific Performance			31
SECTION 12.10 Termination			31
SECTION 12.11 No Conflicting Rights			31

EXHIBITS
Exhibit A		Form of Selling Securityholder Notice and Questionnaire
Exhibit B		Form of Joinder Agreement

REGISTRATION RIGHTS AGREEMENT

          This Registration Rights Agreement (this “ Agreement ”), dated as of November 19, 2007, is made by and among (i) subject to the entry of the Agreement Order (as defined below), Solutia, Inc., a Delaware corporation (as debtor-in-possession and a reorganized debtor, as applicable, the “ Company ”), and (ii) the parties identified as “Backstop Investors” on the signature pages hereto and any parties identified on the signature pages of any Joinder Agreements (as defined below) executed and delivered pursuant to Section 12.3 hereto (each, including the Backstop Investors, a “ Holder ” and, collectively, the “ Holders ”).

RECITALS

          WHEREAS, in connection with the consummation of the transactions contemplated by that certain Commitment Agreement, dated as of October 15, 2007 (the “ Commitment Agreement ”), by and among the Company and each of the Backstop Investors has agreed to acquire shares of New Common Stock (as defined below) in accordance with the provisions of the Commitment Agreement; and

          WHEREAS, in consideration of the Backstop Investors’ commitment to purchase shares of the New Common Stock pursuant to and on the terms and conditions set forth in the Commitment Agreement, the Company has agreed to enter into a registration rights agreement with respect to all of the shares of New Common Stock held or acquired by the Holders.

AGREEMENTS

          NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements contained herein and in the Commitment Agreement and Amended Plan (as defined below), and intending to be legally bound hereby, the parties hereto hereby agree as follows:

ARTICLE I.

DEFINITIONS

          For purposes of this Agreement, the following terms have the following meanings:

          “ Affiliate ” has the meaning given to that term pursuant to Rule 12b-2 under the Exchange Act.

          “ Agreement ” has the meaning given to that term in the introductory paragraph hereof.

          “ Agreement Order ” means the order of the Bankruptcy Court granting the motion to approve this Agreement and related relief.

          “ Amended Plan ” means the Debtors’ Fifth Amended Joint Plan of Reorganization attached as Exhibit A to the related Disclosure Statement, as approved by Order of the Bank-

ruptcy Court entered on October 19, 2007, as it may be amended or supplemented from time to time.

          “ Bankruptcy Code ” means Chapter 11, Title 11 of the United States Code, 11 U.S.C. 101 et seq.

          “ Bankruptcy Court ” means the United States Bankruptcy Court for the Southern District of New York administering the Company’s bankruptcy case under the Bankruptcy Code together with the applicable district court, to the extent district court approval of the Amended Plan, or any transactions contemplated therein, is sought or required.

          “ Bankruptcy Rules ” means the Federal Rules of Bankruptcy Procedure.

          “ Blackout Period ” means any period during which, in accordance with Article VI hereof, the Company is not required to effect the filing of a Registration Statement or is entitled to postpone the preparation, filing or effectiveness or suspend the effectiveness of a Registration Statement and/or the use of any resale Prospectus.

          “ Business Day ” means any day, other than a Saturday or Sunday, on which banking institutions in New York, New York, are open.

          “ Code ” means the Internal Revenue Code of 1986, as amended.

          “ Company ” has the meaning given to that term in the introductory paragraph hereof.

          “ Company Indemnified Person ” shall have the meaning given to that term in Section 8.2 of this Agreement.

          “ control ” has the meaning given to that term under Rule 405 under the Securities Act (and “ controlled ” and “ controlling ” shall have correlative meanings).

          “ Effective Date ” means each effective date or deemed effective date under the Securities Act of any Registration Statement or any post-effective amendment thereto.

          “ Commitment Agreement ” has the meaning given that term in the recitals hereof.

          “ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated by the SEC thereunder.

          “ Free Writing Prospectus ” means a free writing prospectus as defined in Rule 405 under the Securities Act relating to the Registrable Securities included in the applicable registration.

          “ Holder ” and “ Holders ” have the meanings given to those terms in the introductory paragraph hereof.

          “ Holder Indemnified Person ” shall have the meaning given to that term in Section 8.1 of this Agreement.

          “ Holder Shelf Offering ” has the meaning given to that term in Section 3.2(a) of this Agreement.

          “ Indemnified Person ” has the meaning given to that term in Section 8.3 of this Agreement.

          “ Indemnifying Person ” has the meaning given to that term in Section 8.3 of this Agreement.

          “ Issuer Free Writing Prospectus ” means an issuer free writing prospectus as defined in Rule 433 under the Securities Act.

          “ Joinder Agreement ” has the meaning given to that term in Section 12.3 of this Agreement.

          “ Lock-Up Period ” has the meaning given to that term in Section 4.2(d) of this Agreement.

          “ Material Adverse Effect ” has the meaning given to that term in Section 2.1(a) of this Agreement.

          “ Monsanto Registration Rights Agreement ” means the registration rights agreement to be entered into between the Company and Monsanto Company as contemplated by the Shelf Registration Statement and the Amended Plan.

          “ NASD ” has the meaning given to that term in Section 7.1(m) of this Agreement.

          “ NASDAQ ” means the NASDAQ National Market.

          “ New Common Stock ” means the shares of new common stock of the Company issued on and after the effective date of the Amended Plan and any additional shares of common stock paid, issued or distributed in respect of any such shares by way of a stock dividend, stock split or distribution, or in connection with a combination of shares, recapitalization, reorganization, merger or consolidation, or otherwise.

          “ NYSE ” means the New York Stock Exchange.

          “ Other Stockholders ” means any Person (other than the Holders) having rights to participate in a registration of the New Common Stock.

          “ Person ” means any individual, corporation, general or limited partnership, limited liability company, joint venture, trust or other entity or association, including without limitation any governmental authority.

          “ Piggyback Notice ” has the meaning given to that term in Section 5.1 of this Agreement.

          “ Piggyback Registration ” has the meaning given to that term in Section 5.1 of this Agreement.

          “ Preliminary Prospectus ” has the meaning given to that term in Section 2.1(l) of this Agreement.

          “ Prospectus ” means the prospectus relating to the Registrable Securities included in the applicable Registration Statement, and any such prospectus as supplemented by any and all prospectus supplements and as amended by any and all amendments (including post-effective amendments) and including all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

          “ Questionnaire ” has the meaning given to that term in Section 3.2(a) of this Agreement.

          “ Registrable Securities ” means at any time (i) any shares of New Common Stock owned beneficially or of record by a Holder, and (ii) any shares of New Common Stock or other securities issued or issuable in respect of the New Common Stock which additional shares were paid, issued or distributed in respect of any shares of New Common Stock by way of stock dividend, stock split or distribution, or in connection with a combination of shares, recapitalization, reorganization, merger or consolidation, or otherwise; provided, however, that as to any Registrable Securities, such securities shall cease to constitute Registrable Securities upon the earliest to occur of: (i) the date on which the securities are disposed of pursuant to an effective registration statement under the Securities Act; (ii) the date on which the securities are disposed of pursuant to Rule 144 (or any successor provision) under the Securities Act; (iii) the date that all of such securities held by a Holder are eligible to be disposed of pursuant to Rule 144 or any successor thereto in a single transaction by such Holder; and (iv) the date on which the securities cease to be outstanding.

          “ Registration Expenses ” has the meaning given to that term in Section 7.4(a) of this Agreement.

          “ Registration Statement ” means any registration statement of the Company under the Securities Act that covers any of the Registrable Securities pursuant to the provisions of this Agreement, including the related Prospectus, all amendments and supplements to such registration statement (including post-effective amendments), and all exhibits and all materials incorporated by reference or deemed to be incorporated by reference in such registration statement.

          “ Required Period ” means four years following the later of (i) the Effective Date of the Shelf Registration Statement and (ii) the effective date of Amended Plan, in each case as such period may be extended pursuant to Section 6.2 and Section 7.3.

          “ Rule 144 ” means Rule 144 promulgated under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the SEC.

          “ SEC ” means the United States Securities and Exchange Commission and any successor United States federal agency or governmental authority having similar powers.

          “ Securities Act ” means the Securities Act of 1933, as amended, and the rules and regulations promulgated by the SEC thereunder.

          “ Selling Holder ” means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

          “ Selling Holder Information ” has the meaning given to that term in Section 3.2(a) of this Agreement.

          “ Shelf Registration Statement ” means the Registration Statement on Form S-3 filed by the Company pursuant to Rule 415 of the Securities Act relating to the Registrable Securities on October 26, 2007 and any new Registration Statement filed during the Required Period pursuant to Section 415(a)(5) of the Securities Act relating to the Registrable Securities.

          “ Subsidiary ” or “ Subsidiaries ” means the direct and indirect subsidiaries of the Company.

          “ Syndication Agreement ” has the meaning given to such term in the recitals hereof.

          “ Underwritten Registration ” or “ Underwritten Offering ” means a registration in which securities of the Company are sold to an underwriter for reoffering to the public.

ARTICLE II.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          SECTION 2.1 Representations and Warranties of the Company . The Company represents and warrants to, and agrees with, each Holder as set forth below, (i) with respect to Sections 2.1(a), (b), (c), (f),(g), (l) and (m), as of the date hereof and (ii) with respect to all other representations and warranties not expressly limited as to their date, as of each Effective Date:

     (a) Incorporation and Qualification . The Company and each of its Subsidiaries is a legal entity duly organized, validly existing and in good standing under the laws of their respective jurisdictions of organization, with the requisite power and authority to own its properties and conduct its business as currently conducted, and is duly qualified as a foreign corporation for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except to the extent the failure to be so organized, validly existing, qualified or in good standing has not had or would not reasonably be expected to have, a Material Adverse Effect. For purposes of this Agreement, a “ Material Adverse Effect ” shall mean any circumstance, change in or effect on the Company and the Company’s Subsidiaries, taken as a whole, that individually or in the aggregate with all other circumstances, changes in or effects on the Company and the Company’s Subsidiaries, taken as a whole, is or is reasonably likely to be materially adverse to the business

operations, assets or liabilities (including without limitation contingent liabilities), results of operations or the conditions (financial or otherwise) of the Company and the Company’s Subsidiaries taken as a whole; provided, however , that none of the following shall be deemed, either alone or in combination, to constitute a Material Adverse Effect: (i) changes in any statute, rule or regulation after the date hereof, (ii) changes generally affecting the industries in which the Company and its Subsidiaries operate, (iii) changes in laws, GAAP or accounting principles, and (iv) changes after the date hereof resulting from the announcement or the existence of, or compliance with, this Agreement or the Settlement Term Sheet, or the announcement of the Rights Offering, the Amended Plan or any of the other transactions contemplated hereby or thereby; provided , further , that any circumstance, change or effect described in clauses (i), (ii), (iii) or (iv) shall not, either alone or in combination, constitute a “Material Adverse Effect” only if the impact of such circumstance, change or effect on the Company and its Subsidiaries, taken as a whole, is not materially disproportionate as compared to its impact on other participants in the industries in which the Company and its Subsidiaries operate.

     (b) Corporate Power and Authority . The Company has the requisite corporate power and authority to enter into, execute and deliver this Agreement and, subject to entry of the Agreement Order and the expiration, or waiver by the Bankruptcy Court, of any applicable waiting period set forth in the Bankruptcy Rules, respectively, to perform its obligations hereunder. The Company has taken all necessary corporate action required for the due authorization, execution, delivery and performance by it of this Agreement.

     (c) Execution and Delivery; Enforceability . This Agreement has been duly and validly executed and delivered by the Company, and, upon the entry of the Agreement Order and the expiration, or waiver by the Bankruptcy Court, of any applicable waiting period set forth in the Bankruptcy Rules, this Agreement will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms.

     (d) Authorized Capital Stock . The authorized capital stock of the Company conforms in all material respects to the authorized capital stock set forth in the Registration Statement and Preliminary Prospectus and the issued and outstanding shares of capital stock of the Company conforms in all material respects to the description set forth in the Registration Statement and Preliminary Prospectus.

     (e) Issuance . All outstanding shares of New Common Stock have been duly and validly issued, are fully paid and non-assessable, and are free and clear of all taxes, liens, pre-emptive rights, rights of first refusal, subscription and similar rights.

     (f) No Conflict . Subject to the entry of the Agreement Order and the expiration, or waiver by the Bankruptcy Court, of any applicable waiting period set forth in the Bankruptcy Rules, the execution and delivery by the Company of this Agreement and compliance by the Company with all of the provisions hereof and the consummation of the transactions contemplated hereby (i) will not conflict with or result in a breach or violation of, any of the terms or provisions of, or constitute a default under (with or without notice or lapse of time, or both), or result in the acceleration of, or the creation of any lien

under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which any of the property or assets of the Company or any of its Subsidiaries is subject, (ii) will not result in any violation of the provisions of the certificate of incorporation or bylaws of the Company included in the Amended Plan and as applicable to the Company from and after the Effective Date and (iii) will not result in any material violation of, or any termination or material impairment of any rights under, any statute or any license, authorization, injunction, judgment, order, decree, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties, except in any such case described in subclause (i) or (iii) as have been described in an effective Registration Statement or as will not have and are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

     (g) Consents and Approvals . No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction over the Company or any of its Subsidiaries or any of their properties is required for the execution and delivery by the Company of this Agreement and performance of and compliance by the Company with all of the provisions hereof and the consummation by the Company of the transactions contemplated hereby, except (i) the entry of the Agreement Order and the expiration, or waiver by the Bankruptcy Court, of any applicable waiting period set forth in the Bankruptcy Rules, (ii) the registration under the Securities Act of the Registrable Securities contemplated hereby and (iii) such consents, approvals, authorizations, registrations or qualifications (w) as may be required under NYSE or NASDAQ rules and regulations in order to consummate the transactions contemplated herein, (x) as may be required under state securities or Blue Sky laws in connection with the sale of the shares of New Common Stock by the Holders, (y) as have been described in an effective Registration Statement or (z) the absence of which will not have or are not reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

     (h) Exchange Act Documents . The documents incorporated by reference in the Registration Statement or the Preliminary Prospectus, when they became effective or were filed with the SEC, as the case may be, conformed in all material respects to the requirements of the Exchange Act and, when read together with the other information included or incorporated by reference in the Registration Statement, at the time the Registration Statement became effective or the date of such Preliminary Prospectus, none of such documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement or the Preliminary Prospectus, when such documents become effective or are filed with the SEC, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and will not, when read together with the other information included or incorporated by reference in the Registration Statement and the Preliminary Prospectus, contain any untrue statement of a material fact or omit to

state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

     (i) Issuer Free Writing Prospectus . Each Issuer Free Writing Prospectus complies in all material respects with the Securities Act, has been filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and at the Effective Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided , that the Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Holder furnished to the Company in writing by such Holder expressly for use in any Issuer Free Writing Prospectus.

     (j) Preliminary Prospectus . Each Preliminary Prospectus, at the time of filing thereof, will comply in all material respects with the Securities Act and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty to an Holder with respect to any statements or omissions made in each such Preliminary Prospectus in reliance upon and in conformity with information relating to such Holder furnished to the Company in writing by such Holder expressly for use in any Preliminary Prospectus. As used herein, the term “ Preliminary Prospectus ” means each prospectus included in such registration statement (and any amendments thereto) before it becomes effective, any prospectus filed with the SEC pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement, at the time of their respective effectiveness.

     (k) Registration Statement and Prospectus . As of the Effective Date of a Registration Statement, such Registration Statement complies in all material respects with the Securities Act, and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading; and as of the applicable filing date of the Prospectus and any amendment or supplement thereto, the Prospectus will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty to a Holder with respect to any statements or omissions made in such Registration Statement or Prospectus or amendment or supplement thereto in reliance upon and in conformity with information relating to such Holder furnished to the Company in writing by such Holder expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto.

     (l) No Registration Rights . Except (i) to the extent covered by the Registration Statement and the Preliminary Prospectus and (ii) with respect to rights granted

under this Agreement or the Monsanto Registration Rights Agreement, no Person has the right to require the Company or any of its Subsidiaries to register any securities for sale under the Securities Act or will have the right to require the Company or any of its Subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the SEC.

     (m) The Company is not aware of any facts or circumstances that would prevent the Shelf Registration Statement from being declared effective on the effective date of the Amended Plan.

ARTICLE III.

SHELF REGISTRATION

          SECTION 3.1 Shelf Registration Statement . The Company has filed the Shelf Registration Statement with the SEC on October 26, 2007 and will use its reasonable best efforts to (i) file an amendment to the Shelf Registration Statement on or prior to two Business Days prior to the effective date of the Amended Plan and (ii) cause the Shelf Registration Statement to be declared effective by the SEC no later than the effective date of Amended Plan on an appropriate form under the Securities Act relating to the offer and sale of the Registrable Securities by the Holders thereof from time to time in accordance with the methods of distribution set forth in the Shelf Registration Statement and Rule 415 under the Securities Act. Once the Shelf Registration Statement is declared effective by the SEC, the Company shall use its reasonable best efforts to cause the Shelf Registration Statement to remain continually effective, supplemented and amended, and not subject to any stop order, injunction or similar order or requirement of the SEC, until the earlier of (a) the expiration of the Required Period or (b) the date on which all Registrable Securities shall cease to be Registrable Securities. The Company’s obligations under this Section 3.1 are subject to the provisions of Article VI.

          SECTION 3.2 Shelf Registration Procedures .

     (a) During the Required Period, any Holder shall be entitled, subject to the remainder of this Section 3.2, to register all or any part of its Registrable Securities for sale pursuant to the Shelf Registration Statement and to sell all or any part of the Registrable Securities registered on behalf of such Holder pursuant to the Shelf Registration Statement (“ Holder Shelf Offering ”). Notwithstanding any other provision of this Agreement, no Holder may include any of its Registrable Securities in a Holder Shelf Offering pursuant to this Agreement unless the Holder shall provide to the Company a fully completed notice and questionnaire in substantially the form set forth in Exhibit A hereto (the “ Questionnaire ”) and such other information in writing as may be reasonably requested by the Company pursuant to Section 7.2 (the “ Selling Holder Information ”). In order to be named as a selling securityholder in the Shelf Registration Statement or Prospectus at the time it initially becomes effective under the Securities Act, each Holder must no later than three Business Days prior to the Effective Date of the Shelf Registration Statement, which will be at least 15 days following notice by the Company of the expected initial Effective Date (the “ Company Registration Notice ”), furnish in writing the completed Questionnaire and such other Selling Holder Information that the

Company may reasonably request in writing, if any, to the Company. The Company Registration Notice shall set forth (1) the expected Effective Date of the Shelf Registration Statement and (2) the date by which Holders must return a completed Questionnaire in order to be named as selling securityholders in the Shelf Registration Statement. In addition, if such Company Registration Notice is given prior to the effective date of the Amended Plan, then the Company shall provide the following information to the Holders on or prior to five (5) Business Days prior to the Effective Date of the Shelf Registration Statement: (a) for each class under the Amended Plan receiving shares of New Common Stock, the approximate number of shares of New Common Stock that a holder of $1,000 in Allowed Claims (as defined in the Amended Plan) of such class would receive on the effective date of the Amended Plan and (b) for each series of notes under the Prepetition Indenture (as defined in the Amended Plan), the approximate number of shares of New Common Stock that a holder of $1,000 in principal amount of such series would receive on the effective date of the Amended Plan.

     The Company shall include in the Shelf Registration Statement the information from the completed Questionnaire and such other Selling Holder Information, if any, received by the Company at least three Business Days prior to the initial Effective Date of the Shelf Registration Statement and the Prospectus, as necessary in a manner so that upon such effectiveness of the Shelf Registration Statement the Holder shall be named as a selling securityholder and be permitted to deliver (or be deemed to deliver) such Prospectus to purchasers of the Registrable Securities in accordance with applicable law. From and after the date that the Shelf Registration Statement initially becomes effective, upon receipt of a completed Questionnaire (including any updated Questionnaire) and such other Selling Holder Information (including any updated Selling Holder Information) that the Company may reasonably request in writing (including any amendments to any prior Questionnaire or Selling Holder Information), if any, but in any event within 10 Business Days after the Company receives the completed Questionnaire and such other Selling Holder Information, if any, the Company shall use its reasonable best efforts to file any amendments or supplements to the Shelf Registration Statement or Prospectus or the documents incorporated by reference therein necessary for such Holder to be named as a selling securityholder and permit such Holder to deliver (or be deemed to deliver) the Prospectus to purchasers of the Registrable Securities (subject to the Company’s rights during a Blackout Period). Holders that do not deliver a completed written Questionnaire and such other information, as provided for in this Section 3.2(a), shall not be named as selling securityholders in the Prospectus until such Holder delivers such information and the appropriate notice and other periods called for by this Agreement shall have elapsed. If the Company shall file a post-effective amendment to the Shelf Registration Statement, it shall use reasonable best efforts to cause such post-effective amendment to be declared effective under the Securities Act as promptly as is reasonably practicable and notify such Holder as promptly as practicable after the effectiveness under the Securities Act of any post-effective amendment filed pursuant to this Article III. If such Selling Holder Information is delivered during a Blackout Period, the Company shall so inform the Holder delivering such Selling Holder Information and shall take the actions set forth in this Section 3.2(a) upon expiration of the Blackout Period as though such Holder’s Selling Holder Information had been delivered on the expiration date of such Blackout Period.

     (b) Any Holder may, by written notice to the Company, request that the Company take any commercially reasonable steps necessary to assist and cooperate with such Holder to facilitate a Holder Shelf Offering, including by amending the Shelf Registration Statement and/or supplementing the Prospectus, subject to the provisions of this Agreement. Such written notice shall specify the number of shares of Registrable Securities proposed to be sold and shall also specify the intended method of disposition thereof.

     (c) At any time and from time to time after the Shelf Registration Statement becomes effective, any Holder may request in writing that the Company file a supplement to the Prospectus, or to the extent that it may be required, a post-effective amendment to the Shelf Registration Statement, in order to update such Holder’s Selling Holder Information (which written request shall be addressed to the Company, shall state that the request is for a supplement or post-effective amendment pursuant to this Section 3.2(c) and shall specify the Holder’s updated Selling Holder Information). The Company shall file a supplement or post-effective amendment covering such requesting Holder’s or Holders’ Registrable Securities requested to be registered as promptly as practicable after receipt of such request.

     (d) No Person, other than the Holders as contemplated by this Agreement and Monsanto Company as contemplated by the Shelf Registration Statement and the Amended Plan, shall be entitled to be named as a selling securityholder in the Shelf Registration Statement or include any securities to be sold using the Shelf Registration Statement or the Prospectus.

ARTICLE IV.

UNDERWRITTEN OFFERINGS

          SECTION 4.1 Right to Underwritten Offerings . Following the Effective Date of the Shelf Registration Statement, any Holder or Holders (collectively, the “ Demanding Holders ”) shall have the right to request by delivery of a written notice to the Company (a “ Shelf Underwritten Demand Notice ”), that the Company effect an Underwritten Offering of all or a portion of the Registrable Securities included in the Shelf Registration Statement. Any such Shelf Underwritten Demand Notice must request an underwritten offering of Registrable Securities having an aggregate market value, based on the average per share closing price of the Registrable Securities as reported on the principal exchange or market on which the Common Stock is then traded over the 10 consecutive trading days prior to the date of the Shelf Underwritten Demand Notice, of not less than $25,000,000. Any prospectus supplement or other filing with the SEC including a plan or method of distribution of the securities subject to an Underwritten Offering pursuant to this Section 4.1 shall reflect the plan or method of distribution of such securities as shall be designated by the managing underwriter of the offering. The Company shall notify each other Holder of such request (by delivering a copy of such request to each such Holder) for registration and each other Holder may, by written notice to the Company given no later than 10 Business Days after the Company’s notice is given to such Holder (which notice shall specify (i) the then-current name and address of the Holder, (ii) the aggregate number of shares of Registrable Securities requested to be registered in such registration by such Holder or group of Holders, and (iii) the total number of shares of New Common Stock then held by such Holder), request

that all or a part of such Holder’s Registrable Securities be included in such registration. The Company shall file with the SEC such amendments to the Shelf Registration Statement and such Prospectus supplements or other filings that are necessary in connection with the Underwritten Offering of the Registrable Securities subject to the Shelf Underwritten Demand Notice as promptly as practicable (and, in any event, by the applicable Filing Date) after receipt of such request, subject to Article VI.

          SECTION 4.2 Underwritten Offering Procedures .

     (a) No securities to be sold for the account of any Person (including the Company) other than a Holder shall be included in an Underwritten Offering pursuant to Section 4.1 if the managing underwriter of the Underwritten Offering relating thereto advises the Demanding Holders that the total amount of Registrable Securities requested to be registered, together with such other securities that the Company and any Other Stockholders propose to include in such offering is such as to adversely affect the successful marketing (including the pricing) of the securities included in such offering, in which case the Company shall include in such registration all Registrable Securities requested to be included therein, up to the full amount that, in the view of such managing underwriter can be sold without adversely affecting the success of such offering, before including any securities of any Person (including the Company) other than the Demanding Holders and the other Holders. If the number of shares to be included in any such offering is less than the aggregate number of Registrable Securities requested by Demanding Holders and the other Holders to be included therein, then the Registrable Securities to be included in such offering shall be allocated pro rata among such Demanding Holders and the other Holders on the basis of the number of Registrable Securities requested by Demanding Holders and the other Holders to be included therein.

     (b) Holders of a majority of Registrable Securities to be included in any Underwritten Offering shall in their reasonable discretion and with the consent of the Company (which consent shall not be unreasonably withheld) select an investment banking firm of national standing to be the managing underwriter for any Underwritten Offering.

     (c) If so requested (pursuant to a timely written notice) by the managing underwriter for the Underwritten Offering relating thereto, the Company shall not effect any underwritten public sale or distribution of any securities for its own account or the account of any Person not a party hereto that are the same as, or similar to, the Registrable Securities, or any securities convertible into, or exchangeable or exercisable for, any securities of the Company that are the same as, or similar to, the Registrable Securities, during the 15-day period prior to, and during the 90-day period after, the date a Registration Statement or amendments thereof for such Underwritten Offering becomes effective (or if later, the date of pricing of the Underwritten Offering), as specified by the managing underwriter.

     (d) If and to the extent requested by the managing underwriter for any Underwritten Offering, each Holder who “beneficially owns” (as such term is defined under and determined pursuant to Rule 13d-3 under the Exchange Act) 5% or more of the outstanding shares of New Common Stock that is a party to this Agreement shall agree with

such managing underwriter (such agreement, a “ Lock-Up ”), for a period (the “ Lock-Up Period ”) beginning on a date not earlier than 5 Business Days prior to the date of pricing of such Underwritten Offering and ending not later than 90 days after the date of such pricing, to the effect that such Holder shall not directly or indirectly (i) offer, pledge, sell, contract to sell, grant any options for the sale of, seek the redemption of or otherwise transfer or dispose of (including pursuant to a registration statement) any shares of New Common Stock (or securities exchangeable or exercisable for any shares of New Common Stock) held by such Holder, (ii) enter into a transaction which would have the same effect, or enter into any swap, hedge or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of New Common Stock held by such Holder, whether any such aforementioned transaction is to be settled by delivery of shares of New Common Stock or such other securities, in cash or otherwise, or (iii) publicly disclose the intention to make any such offer, sale, pledge, transfer or disposition, or to enter into any such transaction, swap, hedge or other arrangement, so long as the directors and executive officers of the Company agree to such limits, except for any Holder that, not later than 5 days following receipt of written notice from the Company that the Company will be filing a Registration Statement within 15 days of such notice with respect to an Underwritten Offering, shall have irrevocably agreed by delivery of written notice to the Company to terminate all of its rights under this Agreement, including under any outstanding Shelf Registration Statement; provided , that neither this Section 4.2(d) nor any Lock-Up shall prohibit a Holder from exercising rights or complying with agreements entered into by such Holder prior to the commencement of such Lock-Up Period or prevent such Holder from selling pursuant to such Underwritten Offering; and provided further, that with respect to any Holder that is a broker-dealer or an affiliate of a broker-dealer, the provisions of any Lock-Up shall not apply to any transactions effected for or on behalf of any bona fide customer or client of such Holder (other than a customer or client who is a beneficial owner of the Registrable Securities held by such Holder).

     (e) Notwithstanding anything to the contrary herein, the Company shall have no obligation to effect more than three (3) Underwritten Offerings in any 12-month period; provided , that, if such Underwritten Offering is terminated by any stop order, injunction, or other order of the SEC or if the conditions to closing specified in any underwriting agreement or any other agreement entered into in connection with such Underwritten Offering are not satisfied, other than by reason of some act or omission by a Selling Holder, such Underwritten Offering will be deemed not to have been in effect and will not count as an Underwritten Offering for purposes of the limitations in this Section 4.2(e).

ARTICLE V.

PIGGYBACK REGISTRATION

          SECTION 5.1 Right to Piggyback . If (i) the Shelf Registration Statement ceases to be effective at any time during the Required Period, (ii) there are Registrable Securities outstanding and (iii) the Company at any time proposes to file a registration statement under the Securities Act with respect to an offering (a “ Piggyback Registration ”) of any New Common Stock

(other than a registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or any successor form thereto or (c) relating solely to a transaction under Rule 145 under the Securities Act), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then the Company shall give prompt written notice (the “ Piggyback Notice ”) of such proposed filing to the Holders at least 10 Business Days before the anticipated filing date. The Piggyback Notice shall include the number of shares of New Common Stock proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution, any proposed managing underwriter and a good faith estimate by the Company of the proposed maximum offering price as such price is proposed to appear on the facing page of such registration statement. The Company shall, subject to Section 5.2, use its reasonable best efforts in order to provide the Holders with the opportunity to request to register such amount of Registrable Securities as each Holder may specify on the same terms and conditions as the registration of the Company’s or Other Stockholders’ securities, as the case may be (a “ Piggyback Registration ”). The Company shall use its reasonable best efforts to include in such Piggyback Registration all Registrable Securities for which the Company has received written requests for inclusion within 5 Business Days after delivery of the Piggyback Notice, subject to Section 5.2 and Section 7.2. The Company’s obligations under this Section 5.1 are subject to the provisions of Article VI.

          SECTION 5.2 Priority on Piggyback Registrations . If the Piggyback Registration is an Underwritten Offering, the Company shall use its reasonable best efforts to cause the managing underwriter of that proposed offering to permit the Holders that have requested Registrable Securities to be included in the Piggyback Registration to include all such Registrable Securities on the same terms and conditions as the registration of the Company’s securities. Notwithstanding the foregoing, if the managing underwriter of such Underwritten Offering advises the Company and the Selling Holders in writing that, in its view, the total amount of shares of New Common Stock that the Company, such Holders and any Other Stockholders propose to include in such offering is such as to adversely affect the successful marketing (including the pricing) of the securities included in such Underwritten Offering, then:

     (i) if such Piggyback Registration is a primary registration by the Company for its own account, the Company shall include in such Piggyback Registration: (A) first , up to the full amount of (1) Registrable Securities requested to be included in such Piggyback Registration by the Holders pursuant to Section 5.1 hereof and (2) Registrable Securities to be included in such registration by Holders (as the capitalized terms used in this clause (2) are defined in the Monsanto Registration Rights Agreement), allocated among such Holders (as defined herein and in the Monsanto Registration Rights Agreement) on a pro rata basis based on the amount of securities requested to be included in such Piggyback Registration or registration, as the case may be; (B) second , up to the full amount of securities to be offered by the Company, and (C) third , up to the full amount of securities requested to be included in such Piggyback Registration by any Other Stockholders in accordance with the priorities, if any, then existing among the Company and the Other Stockholders so that the total amount of securities to be included in such Underwritten Offering is the full amount that, in the view of such managing underwriter, can be sold without adversely affecting the successful marketing (including pricing) of the securities included in such Underwritten Offering; and

     (ii) if such Piggyback Registration is an underwritten secondary registration for the account of holders of securities of the Company, the Company shall include in such registration: (A) first , up to the full amount of (1) Registrable Securities requested to be included in such Piggyback Registration by the Holders pursuant to Section 5.1 hereof and (2) Registrable Securities to be included in such registration by Holders (as the capitalized terms used in this clause (2) are defined in the Monsanto Registration Rights Agreement), allocated among such Holders (as defined herein and in the Monsanto Registration Rights Agreement) on a pro rata basis based on the amount of securities requested to be included in such Piggyback Registration or registration, as the case may be; (B) second , up to the full amount of securities of the Persons exercising “demand” registration rights requested to be included therein; (C) third , up to the full amount of securities proposed to be included in the registration by the Company; and (D) fourth , up to the full amount of securities requested to be included in such Piggyback Registration by the Other Stockholders in accordance with the priorities, if any, then existing among the Company and the Other Stockholders so that the total amount of securities to be included in such Underwritten Offering is the full amount that, in the view of such managing underwriter, can be sold without adversely affecting the success of such Underwritten Offering.

          SECTION 5.3 Withdrawal of Piggyback Registration .

     (a) If at any time after giving the Piggyback Notice and prior to the effective date of the Registration Statement filed in connection with the Piggyback Registration, the Company determines for any reason not to register or to delay the Piggyback Registration, the Company may, at its election, give notice of its determination to all Holders, and in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with the abandoned Piggyback Registration, without prejudice.

     (b) Any Holder of Registrable Securities requesting to be included in a Piggyback Registration may withdraw its request for inclusion by giving written notice to the Company of its intention to withdraw from that registration, provided, however, that (i) the Holder’s request be made in writing and (ii) the withdrawal shall be irrevocable and, after making the withdrawal, a Holder shall no longer have any right to include its Registrable Securities in that Piggyback Registration.

     (c) An election by the Company to withdraw a Piggyback Registration under this Section 5.3 shall not be deemed to be a breach of the Company’s obligations with respect to such Piggyback Registration.

ARTICLE VI.

BLACKOUT PERIOD

          SECTION 6.1 Shelf Registration and Piggyback Registration Blackout . Notwithstanding any other provision of this Agreement to the contrary, if the President and Chief

Executive Officer of the Company determine in good faith, as evidenced by a signed certificate attesting to same, that the registration and distribution of Registrable Securities (a) would materially impede, delay or interfere with, or require premature disclosure of, any material financing, offering, acquisition, corporate reorganization or other significant transaction, or any negotiations, discussions or pending proposals with respect thereto, involving the Company or any of its Subsidiaries or (b) would require disclosure of non-public material information, the disclosure of which would materially and adversely affect the Company, the Company shall (i) be entitled to postpone the preparation, filing or effectiveness or suspend the effectiveness of a Registration Statement and/or the use of any resale Prospectus for a reasonable period of time not to exceed 60 days and (ii) promptly give the Holders notice of such postponement or suspension (which notice need not specify the nature of the event giving rise to such suspension).

          SECTION 6.2 Blackout Period Limits . Notwithstanding anything contained in this Article VI to the contrary, the Company (i) shall not be entitled to more than four Blackout Periods during any consecutive 12-month period, and in no event shall the number of days included in all Blackout Periods during any consecutive 12-month period exceed an aggregate of 60 days and (ii) in no event shall the Company be entitled to postpone the preparation, filing or effectiveness or suspend the effectiveness of a Registration Statement and/or the use of any resale Prospectus included in a Registration Statement pursuant to this Article VI unless it postpones or suspends during the Blackout Period the effectiveness of any registration statements required pursuant to the registration rights of the Other Stockholders. In the event of the occurrence of any Blackout Period, during the Required Period, the Required Period shall be extended by the number of days during which such Blackout Period is in effect.

ARTICLE VII.

PROCEDURES AND EXPENSES

          SECTION 7.1 Registration Procedures . In connection with the Company’s registration obligations pursuant to Articles III, IV and V, the Company shall use its reasonable best efforts to effect such registrations to permit the sale of Registrable Securities by a Selling Holder in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall as promptly as reasonably practicable (to the extent such obligation has not already been fulfilled):

     (a) prepare and file with the SEC a Registration Statement on an appropriate form under the Securities Act available for the sale of the Registrable Securities by the Selling Holders in accordance with the intended method or methods of distribution thereof; provided , however , that the Company shall before filing, furnish to one firm of counsel for the Selling Holders (selected by the Holders of a majority of the Registrable Securities in accordance with Section 7.4) and the managing underwriter, if any, within a reasonable period of time prior to the filing thereof with the SEC to afford to such counsel, the Selling Holders, the managing underwriter and its counsel a reasonable opportunity for review, copies of the Registration Statement or Prospectus proposed to be filed, and reflect in each such document, when so filed with the SEC, such written comments as such counsel to the Selling Holders and the managing underwriter may reasonably propose;

     (b) furnish, at its expense, to the Selling Holders such number of conformed copies of the Registration Statement and each amendment thereto, of the Prospectus and each supplement thereto, and of such other documents as the Selling Holders reasonably may request in writing from time to time;

     (c) subject to Article VI, prepare and file with the SEC any amendments and post-effective amendments to the Registration Statement as may be necessary and any supplements to the Prospectus as may be required or appropriate, in the view of the Company and its counsel, by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act to keep the Registration Statement effective until the earlier of (i) such time as all shares of New Common Stock covered by the Registration Statement cease to be Registrable Securities and (ii) the termination of the Required Period (giving effect to any extensions thereof pursuant to Section 6.2 or Section 7.3);

     (d) promptly following its actual knowledge thereof (but in any event within one Business Day), notify the Selling Holders and the managing underwriter, if any, in writing:

     (i) when a Registration Statement, Prospectus, Issuer Free Writing Prospectus or any supplement or amendment has been filed and, with respect to a Registration Statement (including but not limited to the Shelf Registration Statement) or any post-effective amendment, when the same has become effective;

     (ii) of any comments or inquiries by the SEC or any request by the SEC or any other governmental authority for amendments or supplements to a Registration Statement, Prospectus or Issuer Free Writing Prospectus or for additional information (and to furnish the Selling Holders with copies of any correspondence related thereto);

     (iii) of the issuance by the SEC or any other governmental authority of any stop order or order preventing or suspending the effectiveness of a Registration Statement or the use of any Prospectus or the initiation or threatening of any proceedings for that purpose;

     (iv) of the receipt by the Company of any written notification with respect to the suspension of the qualification or exemption from qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

     (v) of the occurrence of any event during the period a Registration Statement is effective which makes any statement made in the Registration Statement or the Prospectus or any Issuer Free Writing Prospectus untrue in any material respect or which requires the making of any changes in such Registration Statement, Prospectus or Issuer Free Writing Prospectus so that such Registration Statement, Prospectus or Issuer Free Writing Prospectus shall not contain any untrue statement of a material fact or omit to state any material fact required to be

stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading ( provided , however , that no notice by the Company shall be required pursuant to this Section 7.1(d)(v) in the event that the Company either promptly files a Prospectus supplement to update the Prospectus or an appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which, in either case, contains the requisite information that results in such Registration Statement no longer containing any untrue statement of a material fact or omitting to state a material fact necessary to make the statements therein or in light of the circumstances under which they were made, not misleading);

     (vi) of the Company’s reasonable determination that a post-effective amendment to a Registration Statement would be required by applicable law (in which case the Company shall file the same as soon as practicable after such determination and use its reasonable best efforts to cause the same to become effective as soon as practicable following filing);

     (e) use its reasonable best efforts to prevent the issuance of or obtain the withdrawal of any order suspending the effectiveness of a Registration Statement, or the lifting of any suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, at the earliest practicable date or, if any such order or suspension is made effective during any Blackout Period, at the earliest practicable date after the Blackout Period;

     (f) prior to any public offering of Registrable Securities, use reasonable best efforts to register or qualify, or cooperate with the Holders holding a majority of the Registrable Securities, or counsel retained by the Selling Holders’ in accordance with Section 7.4, the managing underwriter, if any, and its counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions within the United States as such counsel for the Selling Holders covered by a shelf Registration Statement or the managing underwriter of an Underwritten Offering of Registrable Securities reasonably requests in writing and do such other acts and things as may be reasonably necessary to maintain each such registration or qualification (or exemption therefrom) effective during the Required Period for such Registration Statement; provided , however , that the Company shall not be required to qualify generally to do business or as a dealer in securities in any jurisdiction in which it is not then so qualified or take any action which would subject it to general service of process or taxation in any jurisdiction in which it is not then so subject;

     (g) subject to Article VI, as promptly as reasonably practicable after the occurrence of any event contemplated by Sections 7.1(d)(v) or 7.1(d)(vi) hereof, use its reasonable best efforts to prepare (and furnish at its expense, subject to any notice by the Company in accordance with Section 7.1(d), to the Selling Holders a reasonable number of copies of) a supplement or post-effective amendment to the applicable Registration Statement or a supplement to the related Prospectus (including by means of an Issuer Free Writing Prospectus), or file any other required document so that, as thereafter deliv-

ered to the purchasers of the Registrable Securities being sold thereunder, such Prospectus or Issuer Free Writing Prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading;

     (h) enter into such agreements (including an underwriting agreement containing representations and warranties and indemnity and contribution provisions of the type made in customary underwriting agreements for an underwritten public offering), in usual and customary form, and take such other actions as may be reasonably requested by the Selling Holders or the managing underwriter, if any, to expedite the offer for sale or disposition of the Registrable Securities, and in connection therewith, upon such request and upon the date of closing of any sale of Registrable Securities in such Underwritten Registration:

     (i) use its reasonable best efforts to obtain opinions of counsel to the Company (such counsel being reasonably satisfactory to the managing underwriter, if any) and updates thereof covering matters customarily covered in opinions of counsel in connection with Underwritten Offerings, addressed to each Selling Holder and the managing underwriter, in each case which opinion and updates thereof shall each state that it is being delivered at the request of the Company and solely in order to assist the Selling Holders and the managing underwriter in establishing a “due diligence” defense;

     (ii) use its reasonable best efforts to obtain customary “comfort” letters from the independent registered public accountants of the Company (to the extent deliverable in accordance with their professional standards) addressed to the Selling Holder (to the extent consistent with Statement on Auditing Standards No. 100 of the American Institute of Certified Public Accountants) and the managing underwriter, if any, in customary form and covering matters of the type customarily covered in “comfort” letters in connection with Underwritten Offerings; and

     (iii) provide officers’ certificates and other customary closing documents customarily delivered in connection with Underwritten Offerings and any reasonably requested by the managing underwriter, if any;

provided that the Company shall only be required to comply with this clause (h) in connection with an Underwritten Offering and on the initial Effective Date of any Registration Statement.

     (i) upon reasonable notice and at reasonable times during normal business hours, make reasonably available for inspection by a representative of each Selling Holder, one firm of counsel for the Selling Holders retained in accordance with Section 7.4, the managing underwriter, if any, participating in any disposition of Registrable Securities and its counsel and any single accountant retained by the Selling Holders or any such underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the appropriate officers, directors and employees of the

Company to make reasonably available for such inspection all such relevant information reasonably requested in writing by them in connection with the Registration Statement as is customary for “due diligence” investigations of the type, nature and extent appropriate for an offering of the type contemplated; provided that such Persons shall first agree in writing with the Company that any information that is reasonably designated by the Company as confidential at the time of delivery shall be kept confidential by such Persons and shall be used solely for the purposes of exercising rights under this Agreement and such Person shall not engage in trading any securities of the Company until such material non-public information becomes publicly available, except nothing in such writing shall restrict (i) disclosure of such information if it is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information if it is required by law (including any disclosure requirements pursuant to federal or state securities laws in connection with any disposition of Registrable Securities), (iii) sharing information with other underwriters, agents or dealers participating in the disposition of any Registrable Securities, subject to the execution by such other underwriters, agents or dealers of reasonable non-disclosure agreements with the Company and (iv) using any such documents or other information in investigating or defending itself against claims made or threatened by purchasers, regulatory authorities or others in connection with the disposition of any Registrable Securities.

     (j) use its reasonable best efforts to comply with all applicable rules and regulations of the SEC relating to such registration and make generally available to its securityholders earning statements satisfying the provisions of Section 11(a) of the Securities Act, provided that the Company shall be deemed to have complied with this Section 7.1(j) if it has satisfied the provisions of Rule 158 under the Securities Act (or any similar rule promulgated under the Securities Act);

     (k) use its reasonable best efforts to cause all Registrable Securities covered by the applicable Registration Statement if the New Common Stock is then listed on the NYSE or quoted on the NASDAQ to continue to be so listed or quoted for a reasonable period of time after the offering;

     (l) use its reasonable best efforts to procure the cooperation of the Company’s transfer agent in settling any offering or sale of Registrable Securities;

     (m) use its reasonable best efforts to provide such information as may be reasonably required for any filings required to be made by the Selling Holders or managing underwriter, if any, with the National Association of Securities Dealers, Inc. (the “ NASD ”) in connection with the offering under any Registration Statement of the Registrable Securities (including, without limitation, such as may be required by NASD Rule 2710 or 2720), and, upon the written request of the Holders of a majority of the Registrable Securities, shall use its reasonable best efforts to cooperate in connection with any filings required to be made with the NASD in that regard on or prior to the filing of any Registration Statement; and

     (n) use its reasonable best efforts to assist Holders in the marketing of such Registrable Securities (including without limitation, having officers of the Company at-

tend “road shows” for Underwritten Offerings and analyst or investor presentations and rating agency presentations and such other selling or informational activities requested by the Holders of a majority of the Registrable Securities or the managing underwriter for such Offerings upon reasonable prior notice and subject to reasonable scheduling flexibility; provided , however , that officers of the Company will not be required to attend more than one series of road shows in any 120 day period; provided , further , that to the extent that any Underwritten Offering is suspended or postponed for any reason not caused by the Holders and then subsequently re-instated, any previous attendance by officers of road shows relating to such Underwritten Offering shall not excuse the officers of the Company from attending subsequent road shows relating to such Underwritten Offering for purposes of this Section 7.1(n), regardless if such subsequent road shows are within 120 days of the previous road shows.

          SECTION 7.2 Information from Holders; Holders’ Obligations .

     (a) It shall be a condition precedent to the obligations of the Company to include the Registrable Securities of any Selling Holder in any Registration Statement or Prospectus, as the case may be, that such Selling Holder shall take the actions described in this Section 7.2.

     (b) Each Selling Holder that has requested inclusion of its Registrable Securities in any Registration Statement shall furnish to the Company (as a condition precedent to such Holder’s participation in such registration) a completed Questionnaire. Each Holder agrees promptly to furnish to the Company in writing all information required to be disclosed in order to make the information previously furnished to the Company by such Holder, in light of the circumstances under which it was made, not misleading, any other information regarding such Holder and the distribution of such Registrable Securities as may be required to be disclosed in the Prospectus or Registration Statement under applicable law or pursuant to SEC comments and any information otherwise reasonably required by the Company to comply with applicable law or regulations.

     (c) Each Selling Holder shall promptly (i) following its actual knowledge thereof, notify the Company of the occurrence of any event that makes any statement made in a Registration Statement, Prospectus, Issuer Free Writing Prospectus or other Free Writing Prospectus regarding such Selling Holder untrue in any material respect and that requires the making of any changes in a Registration Statement, Prospectus or Free Writing Prospectus so that, in such regard, it shall not contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary to make the statements regarding such Selling Holder, in light of the circumstances under which they were made, not misleading and (ii) provide the Company with such information as may be required to enable the Company to prepare a supplement or post-effective amendment to any such Registration Statement or a supplement to such Prospectus or Free Writing Prospectus.

     (d) With respect to any Registration Statement for an Underwritten Offering, the inclusion of a Holder’s Registrable Securities therein shall be conditioned, at the managing underwriter’s request, upon the execution and delivery by such Holder of an

underwriting agreement; provided that the underwriting agreement is in customary form and reasonably acceptable to Company and the Holders of a majority of the Registrable Securities to be included in the Underwritten Offering.

     (e) Each Selling Holder shall use reasonable best efforts to cooperate with the Company in preparing the applicable registration.

     (f) Each Selling Holder agrees that no Holder of Registrable Securities shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto unless such Holder has furnished the Company with the Questionnaire and Selling Holder Information relating to such Holder.

     (g) Certain legal consequences arise from being named as a selling securityholder in a registration statement and related prospectus. Accordingly, each Selling Holder acknowledges that it has been advised to consult its own independent securities law counsel regarding the consequences of demanding or requesting registration of Registrable Securities hereunder or being named or not being named as a selling securityholder in the Registration Statement and related Prospectus.

     (h) Each Selling Holder shall keep confidential that the Company has exercised its rights under Article VI and shall keep confidential any other information provided by the Company in connection with this Agreement that such Selling Holder reasonably believes is confidential or that is reasonably designated by the Company as confidential at the time of delivery, except nothing shall restrict (i) disclosure of such information if it is required by court or administrative order or is necessary to respond to inquiries of regulatory authorities, (ii) disclosure of such information if it is required by law (including any disclosure requirements pursuant to federal or state securities laws in connection with any disposition of Registrable Securities), (iii) sharing information with underwriters, agents or dealers participating in the disposition of any Registrable Securities, subject to the execution by such other underwriters, agents or dealers of reasonable non-disclosure agreements with the Company, (iv) using any such documents or other information in investigating or defending itself against claims made or threatened by purchasers, regulatory authorities or others in connection with the disposition of any Registrable Securities.

          SECTION 7.3 Suspension of Disposition .

     (a) Each Selling Holder agrees by acquisition of a Registrable Security that, upon receipt of any written notice from the Company of the occurrence of any event of the type described in Sections 7.1(d)(ii), 7.1(d)(iii), 7.1(d)(iv), 7.1(d)(v) or 7.1(d)(vi), such Holder shall discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 7.1(g) or until it is advised by the Company in writing that the use of the applicable Prospectus or Free Writing Prospectus may be resumed and have received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus

or Free Writing Prospectus. In the event the Company shall give any such notice, the Required Period shall be extended by the number of days during the time period from and including the date of the giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement has received (i) the copies of the supplemented or amended Prospectus or Issuer Free Writing Prospectus contemplated by Section 7.1(g) or (ii) the advice referenced in this Section 7.3(a).

     (b) Each Selling Holder shall be deemed to have agreed that, upon receipt of any notice from the Company contemplated by Section 6.1, such Selling Holder shall discontinue disposition of Registrable Securities covered by a Registration Statement, Prospectus or Free Writing Prospectus and suspend use of such Prospectus or Free Writing Prospectus until the earlier to occur of the Holder’s receipt of (i) copies of a supplemented or amended Prospectus or Issuer Free Writing Prospectus and (ii)(A) written notice from the Company that the use of the applicable Prospectus or Issuer Free Writing Prospectus may be resumed and (B) copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Issuer Free Writing Prospectus; provided , however , that in no event shall the number of days during which the offer and sale of Registrable Securities is discontinued pursuant to this Section 7.3(b) during any consecutive 12-month period, together with any other Blackout Periods in such consecutive 12-month period, exceed an aggregate of sixty (60) days. In the event the Company gives any such notice contemplated by Section 6.1, the period of time for which a Registration Statement must remain effective pursuant to this Agreement shall be extended by the number of days during the time period from and including the date of giving of such notice to and including the date when each Selling Holder of Registrable Securities covered by such Registration Statement receives (i) the supplemented or amended Prospectus or Issuer Free Writing Prospectus or (ii) written notice from the Company that use of the applicable Prospectus or Issuer Free Writing Prospectus may resume.

     (c) If so requested by the Company, each Holder shall deliver to the Company all copies in such Holder’s possession, other than permanent file copies then in such Holder’s possession or as may be required to be retained in accordance with applicable law, of the Prospectus covering such Registrable Securities that was current at the time of receipt of notice from the Company of any suspension contemplated by this Section 7.3.

          SECTION 7.4 Registration Expenses .

     (a) Without limiting any of the obligations in the Commitment Agreement or Article VIII hereof, all fees and expenses incurred by the Company in complying with Articles III, IV and V and Section 7.1 (“ Registration Expenses ”) shall be borne by the Company. These fees and expenses shall include without limitation (i) all registration, filing and qualification fees, including fees made with the NASD, (ii) printing, duplicating and delivery expenses, (iii) fees and disbursements of counsel for the Company, (iv) fees and expenses of complying with state securities or “blue sky” laws (including the reasonable, documented fees and expenses of the counsel specified in Section 7.4(b) in connection therewith), (v) fees and disbursements of all independent registered public accountants referred to in Section 7.1(h)(ii) (including the expenses of any special audit and

“comfort” letters required by or incident to such performance) and (vi) fees and expenses in connection with listing the Registrable Securities on the NYSE or quoting the Registrable Securities on the NASDAQ or any other exchange or automated trading system in accordance with the other terms of this Agreement.

     (b) The Company shall also reimburse or pay, as the case may be, the reasonable fees and reasonable out-of-pocket expenses of one law firm (which shall be a nationally recognized law firm experienced in securities law matters) retained by the Holders within 30 days of presentation of an invoice by such Holders (which law firm shall be selected (i) by Highland Crusader Holding Corporation (“ Crusader ”), if Crusader holds any of the Registrable Securities included in any applicable registration and (ii) by the Holders holding at least a majority of the Registrable Securities included in the applicable registration, if Crusader does not hold any of the Registrable Securities included in any applicable registration). Notwithstanding the foregoing, the Company agrees that until the Effective Date of the Shelf Registration Statement, all Transaction Expenses (as defined in the Commitment Agreement), including any expenses incurred by any Holder or its advisors with respect to the Shelf Registration Statement, shall be paid by the Company in accordance with Section 2(d) of the Commitment Agreement.

     (c) Notwithstanding anything contained herein to the contrary, all underwriting fees, discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities shall be borne by the Holder owning such Registrable Securities.

ARTICLE VIII.

INDEMNIFICATION

          SECTION 8.1 Indemnification by the Company . The Company agrees to indemnify and hold harmless each Holder of Registrable Securities that are included in a Registration Statement pursuant to this Agreement, such Holder’s Affiliates, and their respective officers, directors, employees, partners and agents, and each Person, if any, who controls any such Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and any underwriter (as defined in the Securities Act), selling agent or other securities professional for such Holder that facilities the disposition of Registrable Securities for such Holder, and any Person who controls such underwriter, selling agent or other securities professional within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “ Holder Indemnified Person ”), from and against, and agrees to reimburse each Holder Indemnified Person with respect to, any and all losses, claims, damages, liabilities and expenses (including without limitation, subject to Section 8.3, the reasonable legal fees and other reasonable out-of-pocket expenses incurred in investigating, responding to or defending against any claim, challenge, litigation, investigation or proceeding, including without limitation, all costs of appearing as a witness in any claim, challenge, litigation, investigation or proceeding) (collectively, “ Damages ”) based upon, arising out of or resulting from, (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, Preliminary Prospectus or Issuer Free Writing Prospectus, relating to the Registrable Securities, or any amendment thereof or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary, in light of the circumstances un-

der which they were made, to make the statements therein not misleading or (ii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any federal or state securities law or any rule or regulation promulgated under the Securities, the Exchange Act or any federal or state securities law in connection with any Registration Statement, Prospectus, Preliminary Prospectus or Issuer Free Writing Prospectus, relating to the Registrable Securities, or any amendment thereof or supplement thereto; provided , however , that the Company shall not be liable in any such case to the extent that any such Damages arise out of or are based upon an untrue statement or omission or alleged untrue statement or alleged omission made in such Registration Statement, Prospectus, Preliminary Prospectus or Free Writing Prospectus, or any amendment thereof or supplement thereto, in strict conformity with information relating to any Holder furnished to the Company in writing by such Holder or Holder Indemnified Person expressly for use therein.

          SECTION 8.2 Indemnification by Holders . Each Holder agrees, severally and not jointly, to indemnify and hold harmless, the Company, the Company’s Affiliates, and their respective officers, directors, employees, partners and agents, and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “ Company Indemnified Person ”), from and against, and to reimburse each Company Indemnified Person with respect to, any and all Damages, based upon, arising out of or resulting from, (i) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, Preliminary Prospectus or Issuer Free Writing Prospectus, relating to the offer and sale of Registrable Securities, or any amendment thereof or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary, in light of the circumstances under which they were made, to make the statements therein not misleading, in each case to the extent, but only to the extent, that any such untrue statement or omission or alleged untrue statement or alleged omission was made in such Registration Statement, Prospectus, Preliminary Prospectus or Free Writing Prospectus, or any amendment thereof or supplement thereto, in strict conformity with information relating to any Holder furnished to the Company in writing by such Holder or Holder Indemnified Person expressly for use therein and (ii) any violation or alleged violation by such Holder of the Securities Act, the Exchange Act, any federal or state securities law or any rule or regulation promulgated under the Securities, the Exchange Act or any federal or state securities law in connection with any Registration Statement, Prospectus, Preliminary Prospectus or Issuer Free Writing Prospectus, relating to the Registrable Securities, or any amendment thereof or supplement thereto; provided , however , the liability of each Holder will be in proportion to, and such liability will be limited to, the gross amount received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement; provided , further , that a Holder shall not be liable in any case to the extent that prior to the filing of any such Registration Statement, Prospectus, Preliminary Prospectus or Free Writing Prospectus, or any amendment thereof or supplement thereto, such Holder has furnished in writing to the Company, information expressly for use in, and within a reasonable period of time prior to the effectiveness of, such Registration Statement, Prospectus, Preliminary Prospectus or Free Writing Prospectus, or any amendment thereof or supplement thereto which corrected or made not misleading information previously provided to the Company.

          SECTION 8.3 Conduct of Indemnification Proceedings . If any claim, challenge, litigation, investigation or proceeding (including any governmental or regulatory investigation)

shall be brought or asserted against any Person in respect of which indemnity may be sought pursuant to either of Section 8.1 or Section 8.2, such Person (the “ Indemnified Person ”) shall promptly notify the Person against whom such indemnity may be sought (the “ Indemnifying Person ”) in writing; provided that (i) the omission to so notify the Indemnifying Person shall not relieve it from any liability that it may have hereunder except to the extent it has been materially prejudiced by such failure and (ii) the omission to so notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than on account of this Article VIII. In case any such claim, challenge, litigation, investigation or proceeding is brought against any Indemnified Person and it notifies the Indemnifying Person of the commencement thereof, the Indemnifying Person shall be entitled to participate therein and, to the extent that it may elect by written notice delivered to such Indemnified Person, to assume the defense thereof and retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Person may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding, any Indemnified Person shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified Person shall have mutually agreed in writing to the contrary, (ii) the Indemnifying Person shall have failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person as contemplated by the preceding sentence or (iii) the named parties in any such proceeding (including any impleaded parties) include both the Indemnifying Person and the Indemnified Person and representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interests between them. It is understood that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be reimbursed as they are incurred. Any such separate firm for the Holders and such control Persons of the Holders shall be designated in writing by the Holders and any such separate firm for the Company, the directors and officers of the Company and such control Persons of the Company shall be designated in writing by the Company. The Indemnifying Person shall not be liable for any settlement of any pending or threatened proceeding effected without its prior written consent (which consent shall not be unreasonably withheld), but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify in accordance with, and subject to the limitations of, Section 8.1 and Section 8.2 above, as the case may be, any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the prior written consent of the Indemnified Persons (which consent shall not be unreasonably withheld), effect any settlement of any pending proceeding in respect of which any Indemnified Person is a party or of any threatened proceeding in respect of which any Indemnified Person could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement (i) includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding and (ii) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person.

          SECTION 8.4 Contribution, etc .

     (a) If the indemnification provided for in this Article VIII is held by a court of competent jurisdiction to be unavailable to an Indemnified Person or insufficient in respect of any Damages referred to therein, then each Indemnifying Person under such paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute to the amount paid or payable by such Indemnified Person as a result of such Damages (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Holder on the other hand with respect to the sale by such Holder of Registrable Securities or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of such Holder on the other in connection with the statements or omissions that resulted in such Damages, as well as any other relevant equitable considerations. Benefits received by the Company shall be deemed to be equal to the total value received or proposed to be received (before deducting expenses) by the Company pursuant to the sale of New Common Stock contemplated by the Commitment Agreement. Benefits received by any Holder shall be deemed to be equal to the value to such Holder of having the offer and sale of the Registrable Securities registered under the Securities Act. The relative fault of the Company on the one hand and such Holder on the other shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by such Holder and the parties’ relevant intent, knowledge, information and opportunity to correct or prevent such statement or omission.

     (b) The Company and the Holders agree that it would not be just and equitable if contribution pursuant to this Article VIII were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or any other method of allocation that does not take account of the equitable considerations referred to in this Section 8.4. The amount paid or payable by an Indemnified Person as a result of Damages referred to in this Section 8.4 shall be deemed to include, subject to the limitations set forth in Sections 8.1, 8.2 and 8.3 above, any reasonable legal or other reasonable out-of-pocket expenses incurred by such Indemnified Person not otherwise reimbursed in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Article VIII, in no event shall any Holder be required to contribute any amount in excess of the amount by which the gross amount received by such Holder with respect to its sale of Registrable Securities pursuant to any Registration Statement exceeds the amount of any damages that such Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

     (c) The remedies provided for in this Article VIII are not exclusive and shall not limit any rights or remedies which may otherwise be available to any Indemnified Person at law or in equity.

     (d) The indemnity and contribution agreements contained in this Article VIII shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Holder Indemnified Person or by or on behalf of any Company Indemnified Person and (iii) the sale by a Holder of Registrable Securities covered by any Registration Statement.

ARTICLE IX.

FREE WRITING PROSPECTUSES

          Except a Prospectus, an Issuer Free Writing Prospectus or other materials prepared by the Company, each Holder represents and agrees that it (i) shall not make any offer relating to the Registrable Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus, and (ii) has not distributed and will not distribute any written materials in connection with the offer or sale of New Common Stock, in each case without the prior written consent of the Company and, in connection with any Underwritten Offering, the underwriters. The Company represents and agrees that it shall not make any offer relating to the Registrable Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus in connection with the offer or sale of Registrable Securities without the prior written consent of the Holders of a majority of the Registrable Securities that are registered under the Registration Statement to be included in an Underwritten Offering and, in connection with any Underwritten Offering, the underwriters.

ARTICLE X.

RULE 144

          With a view to making available the benefits of certain rules and regulations of the SEC which may permit the sale of Registrable Securities to the public without registration, the Company agrees to (a) use its reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Exchange Act; (b) upon written request of any Holder of Registrable Securities, furnish to such Holder promptly a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Exchange Act, and such other reports and documents as any Holder reasonably may request in availing itself of any rule or regulation of the SEC allowing such Holder to sell any Registrable Securities without registration; and (c) take such other actions as may be reasonably required by the Company’s transfer agent to consummate any distribution of Registrable Securities that may be permitted in accordance with the terms and conditions of Rule 144.

ARTICLE XI.

PRIVATE PLACEMENT

          Except for Section 4.2(d), the Company agrees that nothing in this Agreement shall prohibit the Holders, at any time and from time to time, from selling or otherwise transferring Registrable Securities pursuant to a private placement or other transaction which is not registered pursuant to the Securities Act. To the extent requested by a Holder, the Company shall

take all reasonable steps necessary to assist and cooperate with such Holder to facilitate such sale or transfer, including providing due diligence access to potential purchasers, and entering into a private placement agreement containing customary representations and warranties, indemnifications, opinions and other typical closing conditions.

ARTICLE XII.

MISCELLANEOUS

          SECTION 12.1 Notices . All notices and other communications in connection with this Agreement shall be in writing and shall be deemed given by (and shall be deemed to have been duly given) as follows: (i) at the time delivered by hand, if delivered personally; (ii) when sent via facsimile (with confirmation); (iii) 5 Business Days after being deposited in the mail, if sent postage prepaid, by registered or certified mail (return receipt requested); or (iv) on the next Business Day, if timely delivered to an express courier guaranteeing overnight delivery (with confirmation). Notices shall be directed to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

          (a) If to the Company:

Solutia Inc.
575 Maryville Centre Drive
P.O. Box 66760
St Louis, Missouri
Attention: General Counsel
Fax: (314) 674-8703

with a copy to:

Kirkland & Ellis LLP
153 East 53rd Street
New York, New York 10022-4611
Attention: Thomas W. Christopher
                    Jonathan S. Henes
Fax: (212) 446-4900

     (b) If to any Holder to the address and facsimile number set forth on the signature pages hereto, or the signature page of any Joinder Agreement executed and delivered pursuant to Section 12.3:

with a copy to:

Haynes and Boone, LLP
901 Main St., Suite 3100
Dallas, TX 75202
Attention: Janice V. Sharry
Fax: (214) 200-0620

          SECTION 12.2 Severability . If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity and enforceability of the remaining provisions of this Agreement, unless the result thereof would be unreasonable in which case the parties hereto shall negotiate in good faith as to appropriate amendments hereto.

          SECTION 12.3 Assignment; Certain Specified Third Party Beneficiaries . This Agreement shall be binding upon, inure to the benefit of and be enforceable by each of the parties and their respective successors and assigns; provided , however , that neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned or delegated by a Holder to any third party who purchases or is otherwise a permitted transferee of such Registrable Securities from the Holder, unless (i) such transferee shall receive from the transferring Holder at least 100,000 shares of Common Stock, (ii) such transferee of the Registrable Securities that is not a party to this Agreement shall have executed and delivered to the Company a properly completed joinder agreement (“ Joinder Agreement ”) substantially in the form of Exhibit B , and (iii) the Holder selling the Registrable Securities shall have delivered to the Company written notice of such transfer setting forth the name of such Holder, the name and address of the transferee and the number of Registrable Securities that shall have been so transferred. Notwithstanding the foregoing sentence, this Agreement and the rights, interests and obligations hereunder may be assigned, transferred or delegated by an Holder to any Affiliate of such Holder, provided that any such transferee or assignee assumes the obligations of such Holder hereunder and agrees in writing to be bound by the terms of this Agreement in the same manner as the Holder pursuant to a properly completed Joinder Agreement. This Agreement (including the documents and instruments referred to in this Agreement) is not intended to and does not confer upon any Person any rights or remedies under this Agreement other than the parties hereto, their permitted successors and assigns and any Indemnified Person.

          SECTION 12.4 Entire Agreement . This Agreement (including the documents and instruments referred to in this Agreement) constitutes the entire agreement of the parties and supersedes all prior agreements and understandings, whether written or oral, between the parties with respect to the subject matter of this Agreement.

          SECTION 12.5 Waivers and Amendments . This Agreement may be amended, modified, superseded, cancelled, renewed or extended, and the terms and conditions of this Agreement may be waived, only by a written instrument, (A) if prior to the effective date of the Amended Plan, signed by (i) the Company, and (ii) holders of a 66 2/3% of commitments under the Commitment Agreement, (B) if after the effective date of the Amended Plan, signed by (i) the Company, and (ii) Holders of a majority of the Registrable Securities. No delay on the part of any party in exercising any right, power or privilege pursuant to this Agreement shall operate as a waiver thereof, nor shall any waiver on the part of any party of any right, power or privilege pursuant to this Agreement, nor shall any single or partial exercise of any right, power or privilege pursuant to this Agreement, preclude any other or further exercise thereof or the exercise of any other right, power or privilege pursuant to this Agreement. The rights and remedies provided pursuant to this Agreement are cumulative and are not exclusive of any rights or remedies which any party otherwise may have at law or in equity.

          SECTION 12.6 Counterparts . This Agreement may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other party (including via facsimile or other electronic transmission), it being understood that each party need not sign the same counterpart.

          SECTION 12.7 Governing Law; Venue . THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. EACH PARTY TO THIS AGREEMENT IRREVOCABLY SUBMITS TO THE JURISDICTION OF, AND VENUE IN, THE DISTRICT COURTS OF THE UNITED STATES SITTING IN THE SOUTHERN DISTRICT OF NEW YORK OR THE COURTS OF THE STATE OF NEW YORK SITTING IN THE COUNTY OF NEW YORK AND WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS.

          SECTION 12.8 Headings . The headings in this Agreement are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

          SECTION 12.9 Specific Performance . The parties acknowledge and agree that any breach of the terms of this Agreement would give rise to irreparable harm for which money damages would not be an adequate remedy, and, accordingly, the parties agree that, in addition to any other remedies, each will be entitled to enforce the terms of this Agreement by a decree of specific performance without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting bond.

          SECTION 12.10 Termination . This Agreement may be terminated at any time by a written instrument signed by each of the parties hereto. Unless sooner terminated in accordance with the preceding sentence, this Agreement (other than Section 7.4 and Article VIII) shall terminate when there are no Registrable Securities outstanding.

          SECTION 12.11 No Conflicting Rights . The Company shall not, on or after the date hereof, grant any registration or similar rights to any Person which by their terms are not subordinate to or pari passu with the registration rights granted to the Holders in this Agreement or which conflict with or impair the rights granted hereby.

[Signature Page Follows]

          IN WITNESS WHEREOF, each of the parties has executed this Agreement as of the date first written above.

[Signature Page of Registration Rights Agreement]

		BACKSTOP INVESTORS
		HIGHLAND CRUSADER HOLDING CORPORATION
		By:		/s/ Michael Colvin
				Name: Michael Colvin
				Title: Secretary
		Address:
		Two Galleria Tower 13455 Noel Road, Suite 800 Dallas, TX 75240-6620 Attention: Patrick Conner Fax: (972) 628-4147

[Signature Page of Registration Rights Agreement]

		LONGACRE FUND MANAGEMENT,
		L.L.C., as Investment Manager, on behalf
		of Longacre Master Fund, Ltd and Longacre
		Capital Partners (QP), L.P.
		By:		/s/ Steven Weissman
				Name: Steven Weissman
				Title: Member
		Address:
		810 Seventh Avenue, 22nd Floor
		New York, NY 10019
		Attention: John Brecker
		Fax: (212) 259-4304

[Signature Page of Registration Rights Agreement]

		MERRILL LYNCH PIERCE, FENNER & SMITH INCORPORATED
		By:		/s/ Ronald Torok
				Name: Ronald Torok
				Title: Director
		Address:
		4 World Financial Center 250 Vesey Street New York, NY 10080 Attention: Chris Moon/Ron Torok Fax: (212) 449-0769

		GMAM INVESTMENT FUNDS TRUST II
		By: Murray Capital Management, Inc., its agent
		By:		/s/ Scott V. Beechert
				Name: Scott V. Beechert
				Title: General Counsel & Chief Compliance Officer
		RECAP INTERNATIONAL (MASTER) LTD.
		By: Murray Capital Management, Inc., its agent
		By:		/s/ Scott V. Beechert
				Name: Scott V. Beechert
				Title: General Counsel & Chief Compliance Officer
		INSTITUTIONAL BENCHMARK SERIES (MASTER FEEDER) LTD., a segregated accounts company, solely with respect to the Muscida series.
		By: Murray Capital Management, Inc., its agent
		By:		/s/ Scott V. Beechert
				Name: Scott V. Beechert
				Title: General Counsel & Chief Compliance Officer
		Address (for the above three entities): c/o Murray Capital Management, Inc. 680 Fifth Avenue New York, NY 10019 Attention: General Counsel Fax: (212) 582-5525

		SOUTHPAW ASSET MANAGEMENT LP, as Investment Manager, on behalf of Southpaw Credit Opportunity Master Fund LP and GPC 76, LLC
		By:		/s/ Kevin Wyman
				Name: Kevin Wyman
				Title: Managing Member of General Partner —           Southpaw Holdings LLC
		Address: Southpaw Asset Management LP 4 Greenwich Office Park, 1st Floor Greenwich, CT 06831 Attention: Arif Y. Gangat Fax: (203) 862-6201

		UBS SECURITIES LLC
		By:		/s/ Mark Lane
				Name: Mark Lane
				Title: Managing Director
		By:		/s/ Thomas A. Tormey
				Name: Thomas A. Tormey
				Title: Director
		Address: 677 Washington Boulevard Stamford, CT 06901 Attention: Thomas A. Tormey Fax: (203) 719-0207 W/ Copy To: Fixed Income Legal Fax: (203) 719-0680

Exhibit 4.2

REGISTRATION RIGHTS AGREEMENT

     THIS REGISTRATION RIGHTS AGREEMENT is entered into as of February 28, 2008 by and between Solutia Inc., a Delaware corporation (the “ Company ”), and Monsanto Company, a Delaware corporation (“ Monsanto ”).

RECITALS

     The Company will issue to Monsanto shares of Common Stock (as defined below) pursuant to the Solutia Inc. Fifth Amended Joint Plan of Reorganization (which was confirmed by the by the United States Bankruptcy Court for the Southern District of New York on November 29, 2007 (as modified by the confirmation order, the “ Plan ”).

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

AGREEMENT

     1.  Definitions . Unless the context otherwise requires, the terms defined in this Section 1 shall have the meanings herein specified for all purposes of this Agreement, applicable to both the singular and plural forms of any of the terms herein defined.

     “ Agreement ” means this Registration Rights Agreement.

     “ Automatic Shelf Registration Statement ” means an automatic shelf registration statement as defined under Rule 405 of the Securities Act.

     “ Board ” means the Board of Directors of the Company.

     “ Commission ” means the Securities and Exchange Commission.

     “ Common Stock ” means the common stock, par value $.01, of the Company.

     “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

      “Free Writing Prospectus” means a free writing prospectus, as defined in Rule 405 under the Securities Act.

     “ Holder ” means Monsanto or any record or beneficial owner of Registrable Securities who became a party to this Agreement in accordance with Section 12 hereof.

     “ Holders of a Majority of Registrable Securities ” means the Person or Persons who are the Holders of greater than 50% of the Registrable Securities then outstanding.

     “ Initiating Holder ” means any Holder of Registrable Securities requesting registration pursuant to and in accordance with this Agreement. .

     “ NASD ” means the National Association of Securities Dealers, Inc.

     “ Person ” means any natural person, corporation, trust, association, company, partnership, limited liability company, joint venture and other entity and any government, governmental agency, instrumentality or political subdivision.

     The terms “ register, ” “ registered ” and “ registration ” refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of the effectiveness of such registration statement.

     “ Registration Date ” means the earlier of (i) the date upon which the Company first files on a Form 10-K or Form 10-Q as promulgated under the Exchange Act, or any amendment to such a Form 10-K or Form 10-Q, financial statements that include a balance sheet for a date and income statements for a period for which the Company has adopted fresh-start accounting in accordance with SOP 90-7 and (ii) the 135th day following the Effective Date (as defined in the Plan).

     “ Registrable Securities ” means (i) the shares of Common Stock issued or to be issued to Monsanto, and (ii) any shares of Common Stock or other securities issued or issuable in respect of the Common Stock or the other securities referred to in clause (i) above by way of a spin-off, split-off, dividend, stock split or other distribution or in connection with a combination of shares, reclassification, merger, consolidation, reorganization or similar transaction; provided, however , that such shares of Common Stock or other securities shall constitute Registrable Securities only so long as (x) they have not been sold by a Holder to or through a broker or dealer or underwriter in a public distribution or a public securities transaction pursuant to an effective registration statement under the Securities Act, (y) they have not been sold by a Holder in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions and restrictive legends with respect to such Common Stock or other securities are removed upon the consummation of such sale and the seller and purchaser of such Common Stock or other securities receive an opinion of counsel for the Company, which shall be in form and content reasonably satisfactory to the seller and purchaser and their respective counsel, to the effect that such Common Stock or other securities in the hands of the purchaser are freely transferable without restriction or registration under the Securities Act in any public or private transaction, or (z) they are not capable of being sold by the holder thereof under Rule 144 (without giving effect to subsection (k) of Rule 144) in a single transaction.

     “ Rule 144 ” means Rule 144 as promulgated under the Securities Act.

     “ Securities Act ” means the Securities Act of 1933, as amended.

     “ WKSI ” means a well-known seasoned issuer as defined under Rule 405 of the Securities Act.

     2.  Demand Registration.

          (a) Following the Registration Date, Holders of a Majority of Registrable Securities shall have the right to request, by delivery of a written notice to the Company (a “ Demand Notice ”), that the Company file a registration statement under the Securities Act (a “ Demand Registration Statement ”) covering all or a portion of the Registrable Securities for

the purpose of effecting an offering of such Registrable Securities, whether underwritten or otherwise (a “ Demand Registration ”); provided, however , that no Initiating Holder shall be entitled to demand a Demand Registration Statement during the period when the Company is exercising its right to defer a Demand Registration pursuant to Section 2(b). Any such Demand Notice must request the registration of Registrable Securities having an aggregate market value, based on the average per share closing price of the Common Stock as reported on the principal exchange or market on which it is then traded over the ten (10) consecutive trading days prior to the date of the Demand Notice, of not less than twenty-five million dollars ($25,000,000), or, if the registration statement will be on Form S-3, not less than ten million dollars ($10,000,000). Subject to Section 6(b)(i), as soon as reasonably practicable, but in no event later than sixty (60) days (or thirty (30) days if the registration statement will be a shelf registration statement on Form S-3) after receiving a Demand Notice, the Company shall file with the Commission a registration statement covering the Registrable Securities subject to the Demand Notice. Subject to Sections 2(b) and 4, the Company shall use its reasonable best efforts to cause such registration statement to become effective as expeditiously as possible. Any registration under this Section 2 shall reflect such plan or method of distribution of the applicable securities as shall be designated by the Initiating Holder.

          (b) Notwithstanding the provisions of Section 2(a), if the Company shall furnish to the Initiating Holder a certificate signed by the President and Chief Executive Officer of the Company stating that such officer has made a good faith determination that a registration would (i) require the disclosure of material nonpublic information concerning the Company, its business or prospects and that such premature disclosure would be materially adverse to the Company, and/or (ii) materially interfere with a pending transaction involving the Company or a subsidiary or affiliate of the Company, then the Company shall have the right to defer such filing or the effectiveness hereunder for a period ending not more than ninety (90) days after the Company’s receipt of the applicable Demand Notice, provided , that the Company may not exercise its right under this Section 2(b) more than twice in any 24-month period; and provided further, that the Company may not exercise its rights under this Section 2(b) for two consecutive 90-day periods.

          (c) Notwithstanding the provisions of Section 2(a), the Company shall not be obligated to (i) file or effect a Demand Registration Statement for an underwritten offering of Registrable Securities (an “ Underwritten Demand Registration Statement ”) within a period of 90 days after the effective date of any other Underwritten Demand Registration Statement or an underwritten offering pursuant to a Shelf Demand Registration Statement (as defined below) or (ii) file or effect more than a total of two Underwritten Demand Registration Statements within any 12-month period; provided, however , that each Shelf Demand Registration Statement filed during the applicable 12-month period will reduce by one the number of Underwritten Demand Registration Statements the Company is obligated to file during such 12-month period.

          (d) The Company may elect to register in any underwritten Demand Registration (an “ Underwritten Demand Registration ”) any additional shares of Common Stock (including, without limitation, any shares of Common Stock to be distributed in a primary offering made by the Company) so long as the inclusion of such Common Stock by the Company would not (as determined in the Initiating Holder’s reasonable discretion), (i) be reasonably likely to delay in any material respect the Initiating Holder’s ability timely to sell the Registrable

Securities pursuant to the Underwritten Demand Registration Statement or (ii) cause a reduction in the number of Registrable Securities included in the Underwritten Demand Registration as a result of the Company’s election to so register additional shares of Common Stock. Such election of the Company, if made, shall be made by the Company giving written notice to the Initiating Holder prior to the effectiveness of the Underwritten Demand Registration Statement stating (A) that the Company proposes to include additional shares of Common Stock in such Underwritten Demand Registration Statement, and (B) the number of shares of Common Stock proposed to be included.

     3.  Shelf Registration.

          (a) Following the Registration Date, any Initiating Holder shall have the right to request, by delivery of a written notice to the Company (a “ Shelf Demand Notice ”), that (i) the Company file a shelf registration statement (a “ Shelf Registration Statement ”) pursuant to Rule 415 under the Securities Act covering all or a portion of the Registrable Securities to enable the resale on a delayed or continuous basis of such Registrable Securities (a “ Shelf Demand Registration ”) or (ii) if the Company is a WKSI and has an outstanding effective Form S-3 Registration Statement, the Company file a post-effective amendment to such Form S-3 Registration Statement covering all or a portion of the Registrable Securities; provided, however , that no Initiating Holder shall be entitled to demand a Shelf Registration Statement during the period when the Company is exercising its right to defer a Demand Registration pursuant to Section 2(b). Subject to Section 6(b)(i), as soon as reasonably practicable, but in no event later than forty-five (45) days after receiving a Shelf Demand Notice (or fifteen (15) days if the Company is a WKSI and then has an effective Form S-3 Registration Statement), the Company shall file with the Commission a Shelf Registration Statement on Form S-3 of the Commission or, if the Company is a WKSI and has an effective Form S-3 Registration Statement, a post-effective amendment thereto. Subject to Sections 3(b) and 3(c), the Company shall use its commercially reasonable best efforts to cause the Shelf Registration Statement to become effective as expeditiously as possible and to remain effective until the earlier of (x) the time all Registrable Securities subject thereto have been sold and (y) the fourth anniversary of the initial effective time, including by filing necessary post-effective amendments and prospectus supplements reasonably required by a Holder, subject to any blackout periods described in subparagraph (b) below. The Initiating Holder shall have the right to determine the plan and method of distribution for the Registrable Securities to be reflected in the Shelf Registration Statement in respect of which it is the Initiating Holder. Notwithstanding anything contained herein to the contrary, the Holders of Registrable Securities may not file, or request that the Company file, as required by Rule 424 of the Securities Act, more than three (3) prospectuses or prospectus supplements in connection with any Shelf Registration Statement in any thirty (30) day period.

          (b) Notwithstanding the provisions of Section 3(a), if the Company is required to effect a Shelf Registration Statement or make any filing with the Commission pursuant to this Section 3 or if the Company has a Shelf Registration Statement in effect pursuant to this Section 3, and the Company furnishes to the Initiating Holder requesting such registration or filing or to the Holders of Registrable Securities included in such Shelf Registration Statement, as applicable, a certificate signed by the President and Chief Executive Officer of the Company stating that such officer has made a good faith determination that a registration would (i) require

the disclosure of material nonpublic information concerning the Company, its business or prospects and that such disclosure would be materially adverse to the Company, and/or (ii) materially interfere with a pending transaction involving the Company or a subsidiary or affiliate of the Company, then, the Company shall have the right to defer such filing or the effectiveness thereof for a period of not more than sixty (60) days after the Company’s receipt of the applicable Shelf Demand Notice or prevent Holders of Registrable Securities from selling Registrable Securities pursuant to an effective Shelf Registration Statement for a period of not more than sixty (60) days after the Company delivers such certificate to the applicable Holder and demands that such Holder cease sales of securities under the Shelf Registration Statement (and during such period the Company shall not be obligated to file another Shelf Registration Statement during the period such sales under an effective Shelf Registration Statement are not allowed); provided , that the Company may not exercise its rights under this Section 3(b) more than four times in any consecutive 12-month period; and provided further, that the Company may not defer such filing or the effectiveness thereof under this Section 3(b) for more than 60 days in aggregate during any consecutive 12-month period.

          (c) Notwithstanding the provisions of Section 3(a), the Company shall not be obligated to file a Shelf Registration Statement within a period of ninety (90) days after the effective date of any Underwritten Demand Registration Statement or an underwritten offering pursuant to a Shelf Registration Statement or (ii) file or effect more than a total of three (3) Shelf Registration Statements within any 12-month period; provided, however , that each filing of an Underwritten Demand Registration Statement during the 12-month period will reduce by one the number of Shelf Registration Statements that the Company is obligated to file during such 12-month period.

          (d) Upon the receipt by the Company of a Shelf Demand Notice given in accordance with and subject to Section 3(a) hereof, the Company shall give prompt written notice to all Holders of Registrable Securities (other than the Initiating Holder) that a Shelf Registration Statement pursuant to this Section 3 is being effected. In the event that any such Holder delivers to the Company a written request within fifteen (15) days after the delivery of such written notice to the Holder by the Company, to include in such Shelf Registration Statement Registrable Securities of the Holder the Company shall include such Registrable Securities in the Shelf Registration Statement, including by means of a pre-effective or post-effective amendment thereto; provided, however , that if the inclusion of the Registrable Securities of such Holders in such registration statement would, in the opinion of the Initiating Holders, be reasonably likely to delay in any material respect the Initiating Holder’s ability timely to sell the Registrable Securities pursuant to the Shelf Registration Statement, the Company shall not include such Holders’ Registrable Securities in the Shelf Registration Statement without the prior written consent of the Initiating Holder.

          (e) Following the Registration Date, any Initiating Holder shall have the right to request, by delivery of a written notice to the Company (a “ Shelf Underwritten Demand Notice ”), that the Company effect an underwritten offering of all or a portion of the Registrable Securities included in an existing Shelf Registration Statement. Any such Shelf Underwritten Demand Notice must request an underwritten offering of Registrable Securities having an aggregate market value, based on the average per share closing price of the Registrable Securities as reported on the principal exchange or market on which the Common Stock is then

traded over the ten (10) consecutive trading days prior to the date of the Shelf Demand Notice, of not less than twenty-five million dollars ($25,000,000). Subject to Section 6(b)(i), as soon as reasonably practicable after receiving a Shelf Underwritten Demand Notice, but in no event later than twenty (20) days after receiving a Shelf Underwritten Demand Notice, the Company shall file with the Commission such amendments to the applicable Shelf Registration Statements and such prospectus supplements or other filings as are necessary in connection with the underwritten offering of the Registrable Securities subject to the Shelf Underwritten Demand Notice, subject to Sections 3(b) and Section 4. Any prospectus supplement or other filing with the Commission including a plan or method of distribution of the securities subject to an underwritten offering pursuant to this Section 3 shall reflect the plan or method of distribution of such securities as shall be designated by the managing underwriter of the offering.

          (f) The Company may elect to register in any Shelf Registration Statement any additional shares of Common Stock (including, without limitation, any shares of Common Stock to be distributed in a primary offering made by the Company) so long as the inclusion of such Common Stock by the Company would not (as determined in the Initiating Holder’s reasonable discretion), (i) be reasonably likely to delay in any material respect the Initiating Holder’s ability timely to sell the Registrable Securities pursuant to the Shelf Registration Statement or (ii) cause a reduction in the number of Registrable Securities included in the Shelf Demand Registration as a result of the Company’s election to so register additional shares of Common Stock . Such election of the Company, if made, shall be made by the Company giving written notice to the Initiating Holder stating (A) that the Company proposes to include additional shares of Common Stock in such Shelf Registration Statement, and (B) the number of shares of Common Stock proposed to be included.

     4.  Underwritten Offerings.

          (a) The Initiating Holder shall have the right to select the book-running managers and the co-managers (collectively, the “ managing underwriter ”) in connection with any underwritten offering pursuant to Section 2 or Section 3, provided , that the selection of the managing underwriter by the Initiating Holder shall be subject to the reasonable approval of the Company. In connection with any underwritten offering, the Company and the Initiating Holder shall enter into an underwriting agreement with the underwriter or underwriters selected for such underwriting, provided , that such underwriting agreement is in customary form and provides for customary compensation, expense reimbursement and indemnification.

          (b) Upon the receipt by the Company of an Underwritten Demand Notice or a Shelf Underwritten Demand Notice given in accordance with this Agreement, the Company shall give prompt written notice to all Holders of Registrable Securities (other than the Initiating Holder) that an underwritten offering pursuant to Section 2 or Section 3, as applicable is being effected. In the event that any such Holder delivers to the Company, within fifteen (15) days after the delivery of such written notice to the Holder by the Company, a written request to include in such underwritten offering any Registrable Securities of the Holder, the Company shall include such Registrable Securities in the registration statement; provided that the Company need not include in an underwritten offering pursuant to Section 3 any Registrable Securities that are not then included in the applicable Shelf Registration Statement (unless the Company is then a WKSI). The right of any Holder to include Registrable Securities in any underwritten offering

shall be conditioned upon such Holder’s willingness to enter into an underwriting agreement with the underwriter or underwriters selected for such offering (in each case, unless otherwise mutually agreed by such Holder, the Initiating Holders and the Company).

          (c) Notwithstanding the foregoing, if the managing underwriter of an underwritten offering in connection with any registration pursuant to Section 2 or Section 3 advises the Company and the Holders of Registrable Securities participating in such offering in writing that in its good faith judgment the number of Registrable Securities requested to be included in such offering exceeds the number of Registrable Securities which can be sold in such offering at a price acceptable to the applicable Initiating Holder, then (i) the number of Registrable Securities so requested to be included in such offering shall be reduced to that number of shares which in the good faith judgment of the managing underwriter can be sold in such offering at such price and (ii) this reduced number of Registrable Securities shall be allocated among all Holders of Registrable Securities in proportion, as nearly as practicable, to the respective number of shares of Registrable Securities then held by such Holders.

          (d) Those Registrable Securities which are excluded from an underwriting in connection with any registration pursuant to Section 2 or Section 3 hereof by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such offering and shall be withheld from the market by the Holders thereof for a period (not to exceed ninety (90) days) which the managing underwriter reasonably determines is necessary to effect the underwritten offering.

          (e) If the managing underwriter has not limited the number of Registrable Securities to be included in an underwritten offering pursuant to Section 2 or Section 3, the Company and, subject to the requirements of Section 8 hereof, the other holders of the Company’s securities may include securities for its (or their) own account in such registration if the managing underwriter so agrees and if the number of Registrable Securities which would otherwise have been included in such offering will not thereby be limited. The Company shall not grant registration rights to any holders of the Company’s securities that are more favorable to such holders without the prior written consent of Holders of a Majority of Registrable Securities. Without limiting the foregoing sentence, in the event that the Company grants or has previously granted registration rights to any holders of the Company’s securities that are more favorable to such holders (including, without limitation, in connection with the backstop of the rights offering to creditors contemplated under the Plan), the Company shall promptly amend this Agreement to provide such more favorable terms to the Holders of Registrable Securities.

     5.  Piggyback Registration.

          (a) Each time the Company shall determine to file a registration statement under the Securities Act (other than on Form S-4 or Form S-8 or a registration statement on Form S-1 or Form S-3 covering solely an employee benefit plan) in connection with the proposed offer and sale of any of its securities of the same class as the Registrable Securities either for its own account or on behalf of any other security holder (other than a registration pursuant to Section 2 or Section 3), the Company agrees to give prompt written notice of its determination to all Holders of Registrable Securities. In the event that any such Holder delivers to the Company, within fifteen (15) days after the delivery of such written notice to the Holder by the Company, a

written request to include in such registration statement any Registrable Securities of the Holder, the Company shall include such Registrable Securities in such registration statement, all to the extent required to permit the sale or other disposition by the prospective seller or sellers of the Registrable Securities to be so registered.

          (b) If the registration of which the Company gives written notice pursuant to Section 5(a) is for a public offering involving an underwriting, the Company shall so advise the Holders as a part of its written notice. In such event the right of any Holder to registration pursuant to this Section 5 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Holders proposing to distribute their Registrable Securities through such underwriting agree to enter into (together with the Company and the other Holders distributing their securities through such underwriting) an underwriting agreement with the underwriter or underwriters selected for such underwriting by the Company.

          (c) Notwithstanding any other provision of this Section 5, if the managing underwriter of an underwritten offering in connection with the registration pursuant to this Section 5 advises the Company and the Holders of the Registrable Securities participating in such registration in writing that in its good faith judgment the number of Registrable Securities and the other securities requested to be registered (i) exceeds the number of Registrable Securities and other securities which can be sold in such offering at a price acceptable to the Company, or (ii) would jeopardize the success of the offering, then (A) the number of Registrable Securities and other securities proposed to be included in the offering shall be reduced to that number which in the good faith judgment of the managing underwriter can be sold in such offering at a price acceptable to the Company and (B) such reduced number shall be allocated:

A.

If the registration is on behalf of the Company:

	a.		First, to the Company, such that all securities proposed to be registered by or on behalf of the Company are included in the registration statement;
	b.		Next, among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities held by such Holders at the time of the filing of the registration statement; and
	c.		Last, among all other participating holders proposing to register securities other than Registrable Securities, in the manner determined by the Company.

B.

If the registration is on behalf of holders of Common Stock other than any Holder of Registrable Securities:

a.

First, among all participating holders other than any stockholder participants in the manner determined by the Company and among all Holders of Registrable Securities in proportion, as nearly as practicable to the respective number of Registrable Securities and other shares of Common Stock held by such persons at the time of the filing of the registration statement; and

b.

Last, to the Company, for such number of shares of Common Stock as may be included in the registration statement.

          (d) Those Registrable Securities which are excluded from the underwriting by reason of the managing underwriter’s marketing limitation and all other Registrable Securities not originally requested to be so included shall not be included in such registration.

     6.  Registration Procedures .

          (a) If and whenever the Company is required by the provisions of Section 2 or 3 to effect the registration of Registrable Securities under the Securities Act, the Company, at its expense and as expeditiously as possible shall use its reasonable best efforts to effect such registration and so as to permit the sale of the applicable Registrable Securities in accordance with the intended method or methods of distribution thereof in conformity with any required time period set forth therein, and in connection therewith the Company agrees to:

          (i) in accordance with the Securities Act and all applicable rules and regulations promulgated thereunder, prepare and file with the Commission a registration statement with respect to such securities and use its reasonable best efforts to cause such registration statement to become and remain effective for a period of 120 consecutive days (unless the registration is a Shelf Registration Statement in which case such period shall extend until the earlier of (x) the time all Registrable Securities subject thereto have been sold and (y) the fourth anniversary of the initial effectiveness thereof, subject to the Company’s rights to cause Holders of Registrable Securities to cease sales under an effective Shelf Registration Statement pursuant to Section 3(b)), and prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus contained therein as may be necessary to keep such registration statement effective and such registration statement and prospectus accurate and complete and to permit the Holders of Registrable Securities subject to such registration statement to sell such securities; provided, that the Company shall provide counsel selected by the Holders of a majority of the Registrable Securities being registered in such registration (“ Holders’ Counsel ”) with a reasonable opportunity to participate in the preparation of such registration statement and each prospectus included therein (and each amendment or supplement thereto) to be filed with the Commission.

          (ii) if an offering is to be underwritten in whole or in part, enter into a written underwriting agreement in form and substance reasonably satisfactory to the Company, the managing underwriter of the offering, the Initiating Holder (in the case of a underwritten offering pursuant to Section 2 or Section 3) and to Holders of a majority of the Registrable Securities participating in such offering (in the case of a registration pursuant to Section 3);

          (iii) furnish, at its expense, to the Holders of securities participating in such registration and to the underwriters of the securities being registered such number of copies of the registration statement and each amendment and supplement thereto, preliminary prospectus, final prospectus, prospectus supplement and such other documents as such underwriters and Holders may reasonably request;

          (iv) use its reasonable best efforts to register and qualify the securities covered by such registration statement under such state securities or blue sky laws of such jurisdictions as such participating Holders of Registrable Securities and underwriters may reasonably request, except that the Company shall not for any purpose be required to execute a general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction where it is not so qualified;

          (v) notify the Holders of Registrable Securities participating in such registration, promptly after it shall receive notice thereof, of the date and time when (i) such registration statement and each post-effective amendment thereto has become effective or a prospectus or supplement to any prospectus relating to a registration statement has been filed and (ii) any registration or qualification has become effective under a state securities or blue sky law or any exemption thereunder has been obtained;

          (vi) notify such Holders of Registrable Securities promptly of any request by the Commission for the amending or supplementing of such registration statement or prospectus or for additional information;

          (vii) notify such Holders of Registrable Securities promptly upon learning of the occurrence of any event as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

          (viii) prepare and file promptly with the Commission, and notify such Holders of Registrable Securities prior to the filing of, such amendments or supplements to such registration statement or prospectus as may be necessary to correct any statements or omissions if, at the time when a prospectus relating to such securities is required to be delivered under the Securities Act, when any event has occurred as the result of which any such prospectus or any other prospectus as then in effect would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

          (ix) in case any of such Holders of Registrable Securities or any underwriter for any such Holders is required to deliver a prospectus at a time when the prospectus then in circulation is not in compliance with the Securities Act or the rules and regulations promulgated thereunder, the Company shall use reasonable best efforts to prepare promptly upon request such amendments or supplements to such registration statement and such prospectus as may be necessary in order for such prospectus to comply with the requirements of the Securities Act and such rules and regulations;

          (x) advise such Holders of Registrable Securities and Holders’ Counsel (if any), promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation or threatening of any proceeding for that purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

          (xi) at the request of any Holder of Registrable Securities covered by such registration statement, (i) furnish to such Holder on the effective date of the registration statement, upon the filing of a prospectus supplement with respect to such registration statement or, if such registration includes an underwritten offering, at the closing provided for in the underwriting agreement, an opinion dated such date of the counsel representing the Company for the purposes of such registration, addressed to the underwriters, if any, and to the Holder or Holders making such request, covering such matters with respect to the registration statement, the prospectus and each amendment or supplement thereto, proceedings under state, federal and other securities laws, other matters relating to the Company, the securities being registered and the offer and sale of such securities as are customarily the subject of opinions of issuer’s counsel provided to underwriters in underwritten public offerings, and such opinion of counsel shall additionally cover such legal matters with respect to the registration as such requesting Holder or Holders may reasonably request, and (ii) use its reasonable best efforts to furnish to such Holders letters dated each of such effective date, the date of the filing of a prospectus supplement and such closing date, from the independent certified public accountants of the Company, addressed to the underwriters, if any, and to the Holder or Holders making such request, stating that they are independent certified public accountants within the meaning of the Securities Act and dealing with such customary matters as the underwriters may request, or if the offering is not underwritten that in the opinion of such accountants the financial statements and other financial data of the Company included in the registration statement or the prospectus or any amendment or supplement thereto comply in all material respects with the applicable accounting requirements of the Securities Act, and additionally covering such other accounting and financial matters as such requesting Holder or Holders may reasonably request;

          (xii) list the Registrable Securities (and to maintain such listing during the pendency of the relevant registration period) on any exchange on which the securities of the Company of the same class with Registrable Securities are listed;

          (xiii) make available for inspection by any Holder of Registrable Securities covered by the registration statement, any managing underwriter participating in any disposition pursuant to such registration statement, Holders’ Counsel (if any) and any attorney, accountant or other agent retained by any such Holder or any managing underwriter (each, an “ Inspector ” and collectively, the “ Inspectors ”), during regular business hours and upon reasonable advance notice, all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “ Records ”) as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees, and the independent public accountants of the Company, to supply all information reasonably requested by any such Inspector in connection with such registration statement, subject to obligations of confidentiality;

          (xiv) no more than once in any 120 day period, make senior executives of the Company available, upon reasonable prior notice and subject to reasonable scheduling flexibility, to assist the underwriters with respect to, and to accompany the underwriters on the so-called “ road show ” in connection with, marketing efforts for the

distribution and sale of Registrable Securities pursuant to an underwritten offering so long as the fulfillment of this Section 6(a)(xiv) shall not materially impair such senior executives’ management of the Company and other activities on behalf of the Company and so long as any related expenses (including, without limitation, expenses of the Company and participating senior executives) not required to be paid by the Company pursuant to Section 7(b) are paid by the Holders requesting such “ road show ” participation and assistance; and

          (xv) prepare other offering materials in a form customarily used in similar transactions or on the request of any Holder of Registrable Securities or any managing underwriter.

          (b) Each Holder of Registrable Securities included for registration agrees to:

          (i) provide the Company with such information and assistance as reasonably requested by the Company to effect such registration under the Securities Act;

          (ii) keep confidential that the Company has exercised its rights under Sections 2(b), 3(b) and any other confidential information provided by the Company in connection with this Agreement; and

          (iii) comply, with the prospectus delivery requirements and other provisions of the Securities Act and the Exchange Act and the respective rules and regulations promulgated thereunder, particularly Regulation M thereunder (or any successor rules or regulations), in connection with any offering of Registrable Securities.

          (c) Certain legal consequences arise from being named as a selling securityholder in a registration statement and related prospectus. Accordingly, each Holder of Registrable Securities acknowledges that it has been advised to consult its own independent securities law counsel regarding the consequences of demanding or requesting registration of Registrable Securities hereunder or being named or not being named as a selling securityholder in the registration statement and related prospectus.

     7.  Expenses.

          (a) With respect to each inclusion of shares of Registrable Securities in a registration statement pursuant to Section 2 or Section 3, the Company agrees to bear all fees, costs and expenses of such registration and any public offerings in connection therewith (including without limitation the documented fees and expenses of Holder’s Counsel, if any, fees and disbursements of all independent registered public accountants referred to in Section 6(a)(xi)(ii), including expenses of any special audit and “comfort” letters required by or incident to such performance, and all registration and qualification fees and printing expenses); provided, however, that Holders of Registrable Securities participating in any such registration agree to bear their pro rata share of the underwriting discount and commissions, and any expenses associated or incurred in connection with the “ road show ” or other marketing efforts, the expenses of which are not required to be paid by the Company pursuant to subparagraph (b) below shall be paid by the Holders of Registrable Securities requesting the same.

          (b) The fees, costs and expenses of registration to be borne as provided in paragraph (a) above, shall consist of (i) all registration, filing and NASD fees, printing expenses, fees and disbursements of counsel and accountants for the Company, (ii) all legal fees and disbursements and other expenses of the Company complying with state securities or blue sky laws of any jurisdictions in which the securities to be offered are to be registered or qualified and (iii) the company’s expenses associated with the “road show” or other marketing efforts for the distribution and sale of Registrable Securities registered under two underwritten registration statements filed pursuant to either Section 2 or 3.

          (c) Notwithstanding the foregoing, the Company shall pay the expenses of a registration statement requested pursuant to Section 2 or Section 3 only with respect to the first five (5) registration statements so filed (and then only to the extent provided for in this Section 7) and all expenses related to any additional registration statements, including those fees and expenses set forth in Section 7(b), shall be paid by the Initiating Holder and/or the Holders of Registrable Securities on a pro rata basis; provided that, in the event that a registration pursuant to Section 2 or 3 is requested by an Initiating Holder and such request is withdrawn prior to the filing of a registration statement by the Company, or the Holders of Registrable Securities cause the Company to withdraw a registration statement prior to its effectiveness, then either (at the election of the Initiating Holder), (i) the Initiating Holder and other Holders of Registrable Securities requesting inclusion of their shares in such registration shall bear pro rata all fees, costs and expenses of the registration and preparation of the registration statement and such requested registration statement shall not be deemed to be one of the registration statements for which the Company is required to pay expenses pursuant to this Section 7, or (ii) such requested registration statement shall be deemed to be one of the registration statements for which the Company is required to pay the expenses pursuant to this Section 7; provided, further, that if at the time of such withdrawal, the Holders have learned of a material adverse change in the condition, business, or prospects of the Company as of the date of their request for such registration statement not known to the Initiating Holder or publicly available at the time of its request and have withdrawn their request solely on such basis and with reasonable promptness after learning of such material adverse change, then the Holders shall not be required to pay any of such expenses and such requested registration statement shall not be deemed to be one of the registration statements for which the Company is required to pay expenses pursuant to this Section 7.

     8.  Indemnification.

          (a) The Company hereby agrees to indemnify and hold harmless each Holder of Registrable Securities which are included in a registration statement pursuant to the provisions of this Agreement and each of such Holder’s officers, directors, partners, members, legal counsel and accountants, and each Person who controls such Holder within the meaning of the Securities Act and any underwriter (as defined in the Securities Act) for such Holder, and any Person who controls such underwriter within the meaning of the Securities Act, from and against, and agrees to reimburse such Holder, its officers, directors, partners, members, legal counsel, accountants and controlling Persons and each such underwriter and controlling Person of such underwriter with respect to, any and all claims, actions (actual or threatened), demands, losses, damages, liabilities, costs and expenses to which such Holder, its officers, directors, partners, members, legal counsel, accountants or controlling Persons, or any such underwriter or controlling Person

of such underwriter who may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or expenses arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in such registration statement, any prospectus related thereto, or any amendment or supplement thereto, (ii) the omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any federal or state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any federal or state securities law in connection with the offering covered by such registration statement; provided, however , that the Company will not be liable to any such Person to the extent that any such claim, action, demand, loss, damage, liability, cost or expense is caused by an untrue statement or alleged untrue statement or omission or alleged omission of material fact so made in strict conformity with written information furnished by such Holder, such underwriter or such controlling Person specifically for use in the preparation thereof.

          (b) Each Holder of shares of Registrable Securities which are included in a registration statement pursuant to the provisions of this Agreement hereby agrees (severally and not jointly) to indemnify and hold harmless the Company, its officers, directors, legal counsel and accountants and each Person who controls the Company within the meaning of the Securities Act, from and against, and agrees to reimburse the Company, its officers, directors, legal counsel, accountants and controlling Persons with respect to, any and all claims, actions, demands, losses, damages, liabilities, costs or expenses to which the Company, its officers, directors, legal counsel, accountants or such controlling Persons may become subject under the Securities Act or otherwise, insofar as such claims, actions, demands, losses, damages, liabilities, costs or expenses are caused by any untrue or alleged untrue statement of any material fact contained in such registration statement, any prospectus related thereto or any amendment or supplement thereto, or are caused by the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon and in strict conformity with written information furnished by such Holder specifically for use in the preparation thereof and such untrue statement or omission of material fact was not subsequently corrected in a subsequent writing from such Holder to the Company at least 36 hours prior to sale of Registrable Securities to the Person asserting the claim or loss; provided, however , that the indemnity agreement contained in this subsection 8(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld or delayed; provided, further, that the total amounts payable in indemnity by a Holder under this subsection 8(b) shall not exceed the net proceeds received by such Holder in the registered sale out of which such claim, action, demand, loss, damage, liability, cost, or expense arises.

          (c) Promptly after receipt by a party indemnified pursuant to the provisions of subsection (a) or (b) of this Section 8 of notice of the commencement of any action involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim therefore is to be made against the indemnifying party pursuant to the provisions of subsection

(a) or (b), notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to an indemnified party otherwise than under this Section 8 and shall not relieve the indemnifying party from liability under this Section 8 unless such indemnifying party is actually and materially prejudiced by such omission. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying parties similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however , that if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it and/or other indemnified parties which are different from, conflict with or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel (in which case the indemnifying party shall not have the right to direct the defense of such action on behalf of the indemnified party or parties). Upon the permitted assumption by the indemnifying party of the defense of such action, and approval by the indemnified party of counsel, the indemnifying party shall not be liable to such indemnified party under subsection (a) or (b) for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof (other than reasonable costs of investigation) unless (i) the indemnified party shall have employed separate counsel in connection with the assertion of legal defenses in accordance with the proviso to the next preceding sentence, (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time, (iii) the indemnifying party and its counsel do not actively and vigorously pursue the defense of such action, or (iv) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party shall be liable to an indemnified party for any settlement of any action or claim without the consent of the indemnifying party and no indemnifying party may unreasonably withhold its consent to any such settlement. No indemnifying party will consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim or litigation.

          (d) If the indemnification provided for in subsection (a) or (b) of this Section 8 is held by a court of competent jurisdiction to be unavailable to a party to be indemnified with respect to any claims, actions, demands, losses, damages, liabilities, costs or expenses referred to therein, then each indemnifying party under any such subsection, in lieu of indemnifying such indemnified party thereunder, hereby agrees to contribute to the amount paid or payable by such indemnified party as a result of such claims, actions, demands, losses, damages, liabilities, costs or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such claims, actions, demands, losses, damages, liabilities, costs or expenses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. Notwithstanding the foregoing, the

amount any Holder of Registrable Securities shall be obligated to contribute pursuant to this subsection (d) shall be limited to an amount equal to the per share sale price (less any underwriting discount and commissions) multiplied by the number of shares of Registrable Securities sold by such Holder pursuant to the registration statement which gives rise to such obligation to contribute (less the aggregate amount of any damages which such Holder has otherwise been required to pay in respect of such claim, action, demand, loss, damage, liability, cost or expense or any substantially similar claim, action, demand, loss, damage, liability, cost or expense arising from the sale of such Registrable Securities).

          (e) No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution hereunder from any person who was not guilty of such fraudulent misrepresentation.

          (f) The obligations of the Company and Holders under this Section 8 shall survive the completion of any offering of Registrable Securities in a registration statement and termination of this Agreement.

     9.  Stockholder Information.

     The Company may request each Holder of Registrable Securities as to which any registration is to be effected pursuant to this Agreement to furnish the Company with such information with respect to such Holder and the distribution of such Registrable Securities as the Company may from time to time reasonably request in writing and as shall be required by law or by the Commission in connection therewith, and each Holder of Registrable Securities as to which any registration is to be effected pursuant to this Agreement agrees to promptly furnish the Company with such information.

     10.  Forms.

     All references in this Agreement to particular forms of registration statements are intended to include, and shall be deemed to include, references to all successor forms which are intended to replace, or to apply to similar transactions as, the forms herein referenced.

     11.  Agreements of the Holders of Registrable Securities.

          (a) Each Holder of Registrable Securities agrees in connection with any registration of the Company’s securities that, upon the request of the managing underwriter of any underwritten offering of the Company’s securities, it or he or she shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any capital stock of the Company (other than the securities included in such registration) without the prior written consent of such managing underwriter for a period not to exceed ninety (90) days ) (the “ Lock-Up Period” ), provided , however , that each Holder of Registrable Securities also agrees that such Lock-Up Period may be automatically extended by an additional eighteen (18) days pursuant to the terms of the agreement entered into with such managing underwriter. The Company may impose stop transfer instructions with respect to the Registrable Securities subject to the foregoing restriction until the end of the Lock-Up Period.

          (b) Each Investor represents that it has not prepared or had prepared on its behalf or used or referred to, and agrees that it will not prepare or have prepared on it behalf or use or refer to, any Free Writing Prospectus, and has not distributed and will not distribute any written materials in connection with the offer or sale of the Common Stock without the prior express written consent of the Company and, in connection with any underwritten offering, the underwriters.

     12.  Transfer of Registration Rights.

     The rights to cause the Company to register securities granted to the Holders of Registrable Securities pursuant to this Agreement may be transferred or assigned only to (i) an affiliate or immediate family member of a Holder of Registrable Securities or (ii) an immediate or remote transferee of the Holder of Registrable Securities who, after such transfer, is the Holder of not less than 5% of the number of shares of Registrable Securities outstanding as of the date of this Agreement; provided that the transferee first agrees in writing to be bound by the terms of this Agreement.

     13.  Miscellaneous .

          13.1. Waivers and Amendments .

          (a) With the written consent of the Holders of a Majority of the Registrable Securities, the obligations of the Company and the rights of the Holders of Registrable Securities under this Agreement may be waived (either generally or in a particular instance, either retroactively or prospectively and either for a specified period of time or indefinitely), and with such consent the Company may enter into a supplementary agreement for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of any supplemental agreement or modifying in any manner the rights and obligations hereunder of the Holders of Registrable Securities and the Company; provided, however , that no such waiver or supplemental agreement shall reduce the aforesaid proportion of Registrable Securities, the Holders of which are required to consent to any waiver or supplemental agreement, without the consent of the Holders of all of the Registrable Securities.

          (b) Upon the effectuation of each such waiver, consent or agreement of amendment or modification, the Company agrees to give prompt written notice thereof to the Holders of the Registrable Securities who have not previously consented thereto in writing.

          (c) Neither this Agreement nor any provision hereof may be changed, waived, discharged or terminated orally or by course of dealing, but only by a statement in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. Specifically, but without limiting the generality of the foregoing, the failure of any party hereunder at any time or times to require performance of any provision hereof by the Company shall in no manner affect the right of such party at a later time to enforce the same. No waiver by any party of the breach of any term or provision contained in this Agreement, in any one or more instances, shall be deemed to be, or construed as, a further or continuing waiver of any such breach, or a waiver of the breach of any other term or covenant contained in this Agreement.

          13.2. Effect of Waiver or Amendment .

          (a) Each Holder of Registrable Securities acknowledges that by operation of Section 13.1 hereof the Holders of a Majority of the Registrable Securities will, subject to the limitations contained in Section 13.1, have the right and power to diminish or eliminate certain rights of such Holder under this Agreement.

          13.3. Rights of Holders of Registrable Securities .

          (a) Each Holder of Registrable Securities shall have the absolute right to exercise or refrain from exercising any right or rights which such Holder may have by reason of this Agreement or any Registrable Security, including, without limitation, the right to consent to the waiver of any obligation of the Company under this Agreement and to enter into an agreement with the Company for the purpose of modifying this Agreement or any agreement effecting any such modification, and such Holder shall not incur any liability to any other Holder with respect to exercising or refraining from exercising any such right or rights.

          13.4. Notices .

          (a) All notices, requests or consents required or permitted under this Agreement shall be made in writing and shall be given to the other parties by personal delivery, registered or certified mail (with return receipt), overnight air courier (with receipt signature) or facsimile transmission (with “answerback” confirmation of transmission), sent to such party’s addresses or telecopy numbers as follows:

          If to the Company:

Solutia Inc.
575 Maryville Centre Dr.
St. Louis, MO 63141
Attn: General Counsel

          with a copy to:

Kirkland & Ellis LLP
Citicorp Center
153 East 53 ^rd Street
New York, NY 10022
Fax: (212) 446-4900
Attn: Thomas W. Christopher
          Christian O. Nagler

          If to Monsanto:

David Snively, Esq. (General Counsel)
Monsanto Company
800 North Lindbergh Boulevard

          St. Louis, MO 63167

          with a copy to:

John C. Longmire, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019
Fax: (212) 728-8111

Each such notice, request or consent shall be deemed effective upon the date of actual receipt, receipt signature or confirmation of transmission, as applicable (or if given by registered or certified mail, upon the earlier of (i) actual receipt or (ii) three days after deposit thereof in the United States mail (with respect to addresses within the United States) or ten (10) days after deposit thereof in the United States mail (with respect to addresses outside of the United States).

          13.5. Severability .

          (a) Should any one or more of the provisions of this Agreement or of any agreement entered into pursuant to this Agreement be determined to be illegal or unenforceable, all other provisions of this Agreement and of each other agreement entered into pursuant to this Agreement, shall be given effect separately from the provision or provisions determined to be illegal or unenforceable and shall not be affected thereby.

          13.6. No Third Parties .

          (a) Subject to Section 8 hereof, this Agreement shall not run to the benefit of or be enforceable by any Person other than a party to this Agreement or, with respect to the Company, any successor thereto.

          13.7. Headings .

          (a) The headings of the sections, subsections and paragraphs of this Agreement have been inserted for convenience of reference only and do not constitute a part of this Agreement.

          13.8. Choice of Law .

          (a) It is the intention of the parties that the internal substantive laws, and not the laws of conflicts, of the State of New York should govern the enforceability and validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties.

          13.9. Counterparts . This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument.

          13.10. Reports Under the Exchange Act . In order to provide the Holders the use of Sections 2 and 3 hereof, and so long as there are Registrable Securities outstanding, the Company will (i) file in a timely manner (giving effect to any delay permitted by the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder) the reports required to be filed by it pursuant to the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder; (ii) make and keep public information available, as those terms are understood and defined in the General Instructions to Form S-3, or any successor or substitute form, and in Rule 144 under the Securities Act, or (iii) will take such further action as any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities on Form S-3 (or any successor or substitute form) or without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 or Rule 144A under the Securities Act, as such Rule may be amended from time to time, or any similar rule or regulation hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such information and requirements and, to the extent available, with a copy of the most recent annual or quarterly report of the Company, and such other reports and documents of the Company as a Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing a Holder to sell securities without registration only if such report is not available at www.sec.gov or on the Company’s website.

          13.11. Entire Agreement/Effectiveness .

     This Agreement contains the entire understanding of the parties hereto in respect of its subject matter and supersedes all prior and contemporaneous agreements and understandings, oral and written, between the parties with respect to such subject matter.

[signature page follows]

[REGISTRATION RIGHTS AGREEMENT SIGNATURE PAGE]

     IN WITNESS WHEREOF, the parties hereto, intending to be bound by the terms of this agreement, have caused this Registration Rights Agreement to be executed by its duly authorized officer as of the date first above written.

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