Common use of Registration and Qualification Clause in Contracts

Registration and Qualification. If and whenever the Issuer is required to effect the registration of any Registrable Securities under the 1933 Act as provided in Section 2.01 or 2.02, the Issuer shall as promptly as practicable (hut subject to the provisions of Section 2.01 and 2.02): (a) prepare, file and cause to become effective a registration statement under the 1933 Act relating to the Registrable Securities to be offered in accordance with the intended method of disposition thereof; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities in the case of the Demand Registration, until the earlier of (A) such time as all Registrable Securities proposed to be sold therein have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (B) the expiration of 90 days after such registration statement becomes effective; provided, that such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (e) below is given by the Issuer to (y) the date on which the Issuer delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (c) below; (c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus), in conformity with the requirements of the 1933 Act, and such documents incorporated by reference in such registration statement or prospectus, as the Holders of Registrable Securities or such underwriter may reasonably request; (d) furnish to any underwriter of such Registrable Securities an opinion of counsel for the Issuer and a "cold comfort" letter signed by the independent public accountants who have audited the financial statements of the Issuer included in the applicable registration statement, in each such case covering substantially such matters with respect to such registration statement (and the prospectus included therein) and the related offering as are customarily covered in opinions of issuer's counsel with respect thereto and in accountants' letters delivered to underwriters in underwritten public offerings of securities and such other matters as such underwriters may reasonably request; (e) promptly notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to Section 2.01 or 2.02 is required to be delivered under the 1933 Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits 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, and (ii) of any request by the Commission or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an 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 light of the circumstances under which they are made, not misleading; (f) use its commercially reasonable efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Common Stock is then listed; (g) use commercially reasonable efforts to assist the Holders in the marketing of Common Stock in connection with any underwritten offerings hereunder (including having officers of the Issuer attend "road shows" and analyst or investor presentations scheduled in connection with such registration); and (h) furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a registration effected pursuant to Sections 2.01 or 2.02 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.

Registration and Qualification. (a) If and whenever the Issuer Tronox is required to use its commercially reasonable efforts to effect the registration of any Registrable Securities Shares under the 1933 Securities Act as provided in Section 2.01 or 2.02Sections 2 and 3, the Issuer shall including an underwritten offering pursuant to a Shelf Registration, Tronox will as promptly as is practicable (hut but in no event, in the case of the initial filing of the registration statement, later than 30 days after the date of a demand under Section 2 if the applicable registration form is Form S-3 or a successor form, and for any other form, 90 days from the date of such demand): (i) prepare and file with the Commission a registration statement with respect to such Shares and use its commercially reasonable efforts to cause such registration statement to become effective as soon as practicable after the initial filing thereof; provided that before filing a registration statement or prospectus or any amendments or supplement thereto, Tronox shall furnish to the counsel selected by the Holders of a majority of the Shares covered by such registration statement copies of all such documents proposed to be filed (which documents shall be subject to the provisions review and comment of Section 2.01 and 2.02): (a) prepare, file and cause to become effective a registration statement under the 1933 Act relating to the Registrable Securities to be offered in accordance with the intended method of disposition thereofsuch counsel); (bii) except in the case of a Shelf Registration, Convertible Registration or Exchange Registration, prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the 1933 Securities Act with respect to the disposition of all Registrable Securities in the case of the Demand Registration, Shares until the earlier of (Ai) such time as all Registrable Securities proposed to be sold therein of such Shares have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and or (Bii) the expiration of 90 days nine months after such registration statement becomes effective; provided, that such 90-day period shall be extended for such plus the number of days that equals any filing or effectiveness has been delayed under Section 2.1(ii); (iii) in the case of a Shelf Registration (but not including any Convertible Registration), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Shares subject thereto for a period ending on the earlier of (x) 24 months after the effective date of such registration statement plus the number of days elapsing from (xthat any filing or effectiveness has been delayed under Section 2.1(ii) the date the written notice contemplated by paragraph (eor suspended under Section 4.3(a) below is given by the Issuer to and (y) the date on which all the Issuer delivers Shares subject thereto have been sold pursuant to such registration statement (the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (c) below"Shelf Effective Period"); (civ) in the case of a Convertible Registration or an Exchange Registration, prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all of the Shares subject thereto until such time as the rules, regulations and requirements of the Securities Act and the terms of the Convertible Securities no longer require such Shares to be registered under the Securities Act (the "Convertible Effective Period"); (v) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities Shares such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the 1933 Securities Act, and such documents incorporated by reference in such registration statement or prospectus, and such other documents as the Selling Holders of Registrable Securities or such underwriter may reasonably request; (dvi) furnish use its commercially reasonable efforts to register or qualify all of the Shares covered by such registration statement under such other securities or blue sky laws of such jurisdictions as the Selling Holders or any underwriter of such Registrable Securities Shares shall reasonably request, and do any and all other acts and things that may be necessary or advisable to enable the Selling Holders or any underwriter to consummate the disposition in such jurisdictions of the Shares covered by such registration statement, except that Tronox shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where it is not so qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction; (vii) (x) furnish to the Selling Holders, addressed to them, an opinion of counsel for Tronox and (y) use its commercially reasonable efforts to furnish to the Issuer and Selling Holders, addressed to them, a "cold comfort" letter signed by the independent public accountants who have audited the certified Tronox's financial statements of the Issuer included in the applicable such registration statement, in each such case covering substantially such the same matters with respect to such registration statement (and the prospectus included therein) and and, in the related offering case of such accountants' letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel with respect thereto and in accountants' letters delivered to underwriters in underwritten public offerings of securities and such other matters as such underwriters the Selling Holders may reasonably request, in each case, in form and substance and as of the dates reasonably satisfactory to the Selling Holders; (eviii) promptly immediately notify the Selling Holders in writing (i) Holders, at any time when a prospectus relating to a registration pursuant to Section 2.01 Articles II or 2.02 III is required to be delivered under the 1933 Act Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits 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, and (ii) of any request by the Commission or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable SecuritiesShares, such prospectus shall not include an 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 light of the circumstances under which they are made, not misleading; (fix) permit any Selling Holders comprising holders of a majority of the Shares to be included in such registration statement, in their sole and exclusive judgment, to participate in the preparation of such registration or comparable statement (including but not limited to having prompt access to any Commission comment letters or other communications in connection with such registration and Tronox's responses thereto) and to require the insertion therein of material, furnished to Tronox in writing, which in the reasonable judgment of such Selling Holders and their counsel should be included; (x) to make available members of management of Tronox, as selected by the Holders of a majority of the Shares included in such registration statement, for assistance in the selling effort relating to the Shares covered by such registration, including, but not limited to, the participation of such members of Tronox's management in road show presentations; (xi) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, Tronox shall use it commercially reasonable efforts promptly to obtain the withdrawal of such order; and (xii) use its commercially reasonable efforts to list all such Registrable Securities cause Shares covered by such registration on each statement to be registered with or approved by such other government agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Shares. (b) Tronox may require the Selling Holders to furnish the Tronox with such information regarding the Selling Holders and the distribution of the Shares as Tronox may from time to time reasonably request in writing and as shall be required by law, the Commission or any securities exchange and automated inter-dealer quotation system on which the Common Stock is then listed; (g) use commercially reasonable efforts to assist the Holders in the marketing any shares of Common Stock are then listed for trading in connection with any underwritten offerings hereunder (including having officers of the Issuer attend "road shows" and analyst or investor presentations scheduled in connection with such registration); and (h) furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a registration effected pursuant to Sections 2.01 or 2.02 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.

Registration and Qualification. (a) If and whenever the Issuer Tronox is required to use its commercially reasonable efforts to effect the registration of any Registrable Securities Shares under the 1933 Securities Act as provided in Section 2.01 or 2.02Sections 2 and 3, the Issuer shall including an underwritten offering pursuant to a Shelf Registration, Tronox will as promptly as is practicable (hut but in no event, in the case of the initial filing of the registration statement, later than 30 days after the date of a demand under Section 2 if the applicable registration form is Form S-3 or a successor form, and for any other form, 90 days from the date of such demand): (i) prepare and file with the Commission a registration statement with respect to such Shares and use its commercially reasonable efforts to cause such registration statement to become effective as soon as practicable after the initial filing thereof; provided that before filing a registration statement or prospectus or any amendments or supplement thereto, Tronox shall furnish to the counsel selected by the Holders of a majority of the Shares covered by such registration statement copies of all such documents proposed to be filed (which documents shall be subject to the provisions review and comment of Section 2.01 and 2.02): (a) prepare, file and cause to become effective a registration statement under the 1933 Act relating to the Registrable Securities to be offered in accordance with the intended method of disposition thereofsuch counsel); (bii) except in the case of a Shelf Registration, Convertible Registration or Exchange Registration, prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the 1933 Securities Act with respect to the disposition of all Registrable Securities in the case of the Demand Registration, Shares until the earlier of (Ai) such time as all Registrable Securities proposed to be sold therein of such Shares have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and or (Bii) the expiration of 90 days nine months after such registration statement becomes effective; provided, that such 90-day period shall be extended for such plus the number of days that equals any filing or effectiveness has been delayed under Section 2.1(ii); (iii) in the case of a Shelf Registration (but not including any Convertible Registration), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all Shares subject thereto for a period ending on the earlier of (x) 24 months after the effective date of such registration statement plus the number of days elapsing from (xthat any filing or effectiveness has been delayed under Section 2.1(ii) the date the written notice contemplated by paragraph (eor suspended under Section 4.3(a) below is given by the Issuer to and (y) the date on which all the Issuer delivers Shares subject thereto have been sold pursuant to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (c) belowsuch registration statement; (civ) in the case of a Convertible Registration or an Exchange Registration, prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the disposition of all of the Shares subject thereto until such time as the rules, regulations and requirements of the Securities Act and the terms of the Convertible Securities no longer require such Shares to be registered under the Securities Act (the “Convertible Effective Period”); (v) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities Shares such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus), in conformity with the requirements of the 1933 Securities Act, and such documents incorporated by reference in such registration statement or prospectus, and such other documents as the Selling Holders of Registrable Securities or such underwriter may reasonably request; (dvi) furnish use its commercially reasonable efforts to register or qualify all of the Shares covered by such registration statement under such other securities or blue sky laws of such jurisdictions as the Selling Holders or any underwriter of such Registrable Securities Shares shall reasonably request, and do any and all other acts and things that may be necessary or advisable to enable the Selling Holders or any underwriter to consummate the disposition in such jurisdictions of the Shares covered by such registration statement, except that Tronox shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction where it is not so qualified, or to subject itself to taxation in any such jurisdiction, or to consent to general service of process in any such jurisdiction; (vii) (x) furnish to the Selling Holders, addressed to them, an opinion of counsel for Tronox and (y) use its commercially reasonable efforts to furnish to the Issuer and Selling Holders, addressed to them, a "“cold comfort" ” letter signed by the independent public accountants who have audited the certified Tronox’s financial statements of the Issuer included in the applicable such registration statement, in each such case covering substantially such the same matters with respect to such registration statement (and the prospectus included therein) and and, in the related offering case of such accountants’ letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's ’s counsel with respect thereto and in accountants' ’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as such underwriters the Selling Holders may reasonably request, in each case, in form and substance and as of the dates reasonably satisfactory to the Selling Holders; (eviii) promptly immediately notify the Selling Holders in writing (i) Holders, at any time when a prospectus relating to a registration pursuant to Section 2.01 Articles II or 2.02 III is required to be delivered under the 1933 Act Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits 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, and (ii) of any request by the Commission or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable SecuritiesShares, such prospectus shall not include an 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 light of the circumstances under which they are made, not misleading; (fix) permit any Selling Holders comprising holders of a majority of the Shares to be included in such registration statement, in their sole and exclusive judgment, to participate in the preparation of such registration or comparable statement (including but not limited to having prompt access to any Commission comment letters or other communications in connection with such registration and Tronox’s responses thereto) and to require the insertion therein of material, furnished to Tronox in writing, which in the reasonable judgment of such Selling Holders and their counsel should be included; (x) to make available members of management of Tronox, as selected by the Holders of a majority of the Shares included in such registration statement, for assistance in the selling effort relating to the Shares covered by such registration, including, but not limited to, the participation of such members of Tronox’s management in road show presentations; (xi) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any securities included in such registration statement for sale in any jurisdiction, Tronox shall use its commercially reasonable efforts promptly to obtain the withdrawal of such order; and (xii) use its commercially reasonable efforts to list all such Registrable Securities cause Shares covered by such registration on each statement to be registered with or approved by such other government agencies or authorities as may be necessary to enable the sellers thereof to consummate the disposition of such Shares. (b) Tronox may require the Selling Holders to furnish Tronox with such information regarding the Selling Holders and the distribution of the Shares as Tronox may from time to time reasonably request in writing and as shall be required by law, the Commission or any securities exchange and automated inter-dealer quotation system on which the Common Stock is then listed; (g) use commercially reasonable efforts to assist the Holders in the marketing any shares of Common Stock are then listed for trading in connection with any underwritten offerings hereunder (including having officers of the Issuer attend "road shows" and analyst or investor presentations scheduled in connection with such registration); and (h) furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a registration effected pursuant to Sections 2.01 or 2.02 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.

Registration and Qualification. If and whenever the Issuer is required to effect the registration of any Registrable Securities under the 1933 Act as provided in Section 2.01 or 2.02, the Issuer shall as promptly as practicable (hut but subject to the provisions of Section 2.01 and 2.02): (a) prepare, file and cause to become effective a registration statement under the 1933 Act relating to the Registrable Securities to be offered in accordance with the intended method of disposition thereof; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities in the case of the Demand Registration, until the earlier of (A) such time as all Registrable Securities proposed to be sold therein have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (B) the expiration of 90 days after such registration statement becomes effective; provided, that such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (e) below is given by the Issuer to (y) the date on which the Issuer delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (ce) below; (c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus), in conformity with the requirements of the 1933 Act, and such documents incorporated by reference in such registration statement or prospectus, as the Holders of Registrable Securities or such underwriter may reasonably request; (d) furnish to any underwriter of such Registrable Securities an opinion of counsel for the Issuer and a "“cold comfort" ” letter signed by the independent public accountants who have audited the financial statements of the Issuer included in the applicable registration statement, in each such case covering substantially such matters with respect to such registration statement (and the prospectus included therein) and the related offering as are customarily covered in opinions of issuer's ’s counsel with respect thereto and in accountants’' letters delivered to underwriters in underwritten public offerings of securities and such other matters as such underwriters may reasonably request; (e) promptly notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to Section 2.01 or 2.02 is required to be delivered under the 1933 Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits 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, and (ii) of any request by the Commission or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an 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 light of the circumstances under which they are made, not misleading; (f) use its commercially reasonable efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Common Stock is then listed; (g) use commercially reasonable efforts to assist the Holders in the marketing of Common Stock in connection with any underwritten offerings hereunder (including having officers of the Issuer attend "“road shows" ” and analyst or investor presentations scheduled in connection with such registration); and (h) furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a registration effected pursuant to Sections 2.01 or 2.02 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.

Registration and Qualification. If and whenever the Issuer is required to effect the registration of any Registrable Securities under the 1933 Act as provided in Section 2.01 or 2.02, the Issuer shall as promptly as practicable (hut but subject to the provisions of Section 2.01 and 2.02): (a) prepare, file and cause to become effective a registration statement under the 1933 Act relating to the Registrable Securities to be offered in accordance with the intended method of disposition thereof; (b) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities in the case of the Demand Registration, until the earlier of (A) such time as all Registrable Securities proposed to be sold therein have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (B) the expiration of 90 days after such registration statement becomes effective; provided, that such 90-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (e) below is given by the Issuer to (y) the date on which the Issuer delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (ce) below; (c) furnish to the Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus), in conformity with the requirements of the 1933 Act, and such documents incorporated by reference in such registration statement or prospectus, as the Holders of Registrable Securities or such underwriter may reasonably request; (d) furnish to any underwriter of such Registrable Securities an opinion of counsel for the Issuer and a "“cold comfort" ” letter signed by the independent public accountants who have audited the financial statements of the Issuer included in the applicable registration statement, in each such case covering substantially such matters with respect to such registration statement (and the prospectus included therein) and the related offering as are customarily covered in opinions of issuer's ’s counsel with respect thereto and in accountants' ’ letters delivered to underwriters in underwritten public offerings of securities and such other matters as such underwriters may reasonably request; (e) promptly notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to Section 2.01 or 2.02 is required to be delivered under the 1933 Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits 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, and (ii) of any request by the Commission or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an 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 light of the circumstances under which they are made, not misleading; (f) use its commercially reasonable efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Common Stock is then listed; (g) use commercially reasonable efforts to assist the Holders in the marketing of Common Stock in connection with any underwritten offerings hereunder (including having officers of the Issuer attend "“road shows" ” and analyst or investor presentations scheduled in connection with such registration); and (h) furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a registration effected pursuant to Sections 2.01 or 2.02 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters.

Registration and Qualification. If and whenever the Issuer Company is required to use all commercially reasonable efforts to effect the registration of any Registrable Eligible Securities under the 1933 Securities Act as provided in Section 2.01 Articles 3 or 2.024, the Issuer shall Company will as promptly as practicable (hut subject to the provisions of Section 2.01 and 2.02):is practicable: (a) prepare, file and use all commercially reasonable efforts to cause to become effective a registration statement under the 1933 Securities Act relating to regarding the Registrable Eligible Securities to be offered in accordance with the intended method of disposition thereofoffered; (b) prepare and file with the Commission SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith and take such other actions as may be necessary to keep such registration statement effective and to comply with the provisions of the 1933 Securities Act with respect to the disposition of all Registrable Eligible Securities in the case of the Demand Registration, until the earlier of (A) such time as all Registrable of such Eligible Securities proposed to be sold therein have been disposed of in accordance with the intended methods of disposition by the Selling Holders set forth in such registration statement or (B)(i) the expiration of twelve months after such Registration Statement becomes effective or (ii), with respect to a Shelf Registration Statement, such longer time as all of such Eligible Securities have been disposed of in accordance with the intended methods of disposition by the Selling Holders set forth in such registration statement; provided, that, such longer period will only be available (A) to the extent that Rule 415, or any successor rule under the Securities Act, permits an offering on a continuous or delayed basis and (B) if applicable rules under the expiration Securities Act governing the obligation to file a post-effective amendment permit, in lieu of 90 days after such registration statement becomes effective; provided, that such 90filing a post-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (e) below is given by the Issuer to effective amendment which (y) includes any prospectus required by Section 10(a) of the date on which Securities Act or (z) reflects facts or events representing a material or fundamental change in the Issuer delivers information set forth in the registration statement, the incorporation by reference of information required to be included in (y) and (z) above to be contained in periodic reports filed pursuant to Section 12 or 15(d) of the Holders Securities Exchange Act of Registrable Securities 1934, as amended, in the supplement or amendment contemplated by paragraph (c) belowregistration statement; (c) furnish to the Selling Holders of Registrable Securities and to any underwriter of such Registrable Securities such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus included in such registration statement (including each preliminary prospectus and any supplemental prospectus), in conformity with the requirements of the 1933 Securities Act, and such documents incorporated by reference in such registration statement or prospectus, and such other documents as the Selling Holders of Registrable Securities or such underwriter may reasonably request; (d) furnish use its commercially reasonable efforts to register or qualify all Eligible Securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as the Selling Holders or any underwriter of such Registrable Eligible Securities an opinion of counsel for the Issuer shall reasonably request, and a "cold comfort" letter signed do any and all other acts and things which may be reasonably requested by the independent public accountants who have audited Selling Holders to consummate the financial statements disposition in such jurisdictions of the Issuer included in the applicable Eligible Securities covered by such registration statement, except the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in each such case covering substantially such matters with respect any jurisdiction wherein it is not so qualified, or to such registration statement (and the prospectus included therein) and the related offering as are customarily covered subject itself to taxation in opinions any jurisdiction where it is not then subject to taxation, or to consent to general service of issuer's counsel with respect thereto and process in accountants' letters delivered any jurisdiction where it is not then subject to underwriters in underwritten public offerings service of securities and such other matters as such underwriters may reasonably requestprocess; (e) promptly use all commercially reasonable efforts to list the Eligible Securities on each national securities exchange on which the Common Stock is then listed, if the listing of such securities is then permitted under the rules of such exchange; (f) immediately notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to Section 2.01 Article 3 or 2.02 4 hereof is required to be delivered under the 1933 Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any 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 (ii) of any request by the Commission or any other regulatory body or other body having jurisdiction for any amendment of or supplement to any registration statement or other document relating to such offering, and in either such case, at the request of the Selling Holders prepare and furnish to the Selling Holders a reasonable number of as many copies of a supplement to or an amendment of such prospectus as may be necessary the Selling Holders reasonably request so that, as thereafter delivered to the purchasers of such Registrable Eligible Securities, such prospectus shall not include an 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 light of the circumstances under which they are were made, not misleading; (f) use its commercially reasonable efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Common Stock is then listed;; and (g) use commercially immediately notify the Selling Holders of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a registration statement filed pursuant to Article 3 or 4 hereof or the initiation of any proceedings for that purpose and take every reasonable efforts effort to assist obtain the withdrawal of any such stop order. The Company may require the Selling Holders to furnish the Company such information regarding the Selling Holders and the proposed method of distribution of their respective Eligible Securities as the Company may from time to time reasonably request in writing and as shall be required by law or by the marketing of Common Stock SEC in connection with any underwritten offerings hereunder (including having officers registration, and each Selling Holder shall promptly notify the Company of the Issuer attend "road shows" and analyst distribution of such securities. Each Holder agrees that, as a condition to its participation in any registration under Articles 3 or investor presentations scheduled 4, it will respond in connection with such registration); and writing within ten (h10) furnish for delivery Business Days to any request by the Company to provide or verify any information regarding that Holder or the Holder's Eligible Securities that is required to be included in connection with a registration statement relating to the closing of any offering of Registrable Holder's Eligible Securities pursuant to a registration effected pursuant to Sections 2.01 or 2.02 unlegended certificates representing ownership the rules and regulations of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwritersSEC.

Registration and Qualification. If and whenever the Issuer AT&T is required to effect the registration of any Registrable Securities under the 1933 Act as provided in Section Sections 2.01 or 2.02, the Issuer AT&T shall as promptly as practicable (hut but subject to the provisions of Section Sections 2.01 and 2.02): (a) prepare, file and cause provide to become effective a the one counsel for the Holders draft copies of any registration statement under or amendment prior to filing, provide the 1933 Act Holders (through such one counsel) with reasonable opportunity to comment upon any information contained in such documents relating to the Registrable Securities Holders and comply with any reasonable request made by the Holders (through such one counsel) to be offered make changes in accordance with the intended method of disposition thereofto any information contained in such documents relating to the Holders; (b) in respect of a registration statement under Section 2.01 (but not 2.02), prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and to comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities in the case of the Demand Registration, until the earlier of (A) such time as all of such Registrable Securities proposed to be sold therein have been disposed of in accordance with the intended methods of disposition set forth in such registration statement and (B) the expiration of 90 30 days after such registration statement becomes effective; provided, that such 9030-day period shall be extended for such number of days that equals the number of days elapsing from (x) the date the written notice contemplated by paragraph (ef) below is given by the Issuer AT&T to (y) the date on which the Issuer AT&T delivers to the Holders of Registrable Securities the supplement or amendment contemplated by paragraph (cf) below; (c) furnish to the Holders of Registrable Securities Securities, their counsel and to any underwriter of such Registrable Securities such number of Securities, without charge, at least one conformed copies copy of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), and such number of copies of the prospectus included in such registration statement (including each preliminary prospectus), in conformity with the requirements of the 1933 Act, and such documents incorporated by reference in such registration statement or prospectus, as the Holders of Registrable Securities or such underwriter may reasonably request; (d) furnish use its reasonable best efforts to register or qualify all Registrable Securities covered by such registration statement under the securities or blue sky laws of such jurisdictions as the Holders of such Registrable Securities or any underwriter of such Registrable Securities shall request, and use its reasonable efforts to obtain and maintain as necessary all appropriate registrations, permits and consents in connection therewith, and do any and all other acts and things which may be necessary or advisable to enable the Holders of Registrable Securities or any such underwriter to consummate the disposition in such jurisdictions of its Registrable Securities covered by such registration statement; provided, that AT&T shall not for any such purpose be required to qualify generally to do business as a foreign corporation or as a dealer in securities in any such jurisdiction wherein it is not so qualified or to consent to general service of process or subject itself to tax in any such jurisdiction; (e) in connection with any underwritten offering, use its reasonable efforts to furnish an opinion of counsel for AT&T, addressed to the Issuer underwriters participating in such offering, and a "cold comfort" letter letter, addressed to any Holders participating in such offering and the underwriters, signed by the independent public accountants who have audited the financial statements of the Issuer AT&T included in the applicable registration statement, in each such case in customary form and covering substantially such matters with respect to such registration statement (and the prospectus included therein) and the related offering as are customarily covered in opinions of issuerAT&T's counsel with respect thereto and in accountants' letters delivered to underwriters in underwritten public offerings of securities and such other matters as such underwriters may reasonably requestAT&T securities; (ef) promptly notify the Selling Holders in writing (i) at any time when a prospectus relating to a registration pursuant to Section Sections 2.01 or 2.02 is required to be delivered under the 1933 Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits 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, and (ii) of any request by the Commission or any other regulatory body or other body having jurisdiction for over any amendment of or supplement to any registration statement or other document relating to such offering, and in the case of either such case(i) or (ii), at the request of the Selling Holders (and subject to Section 2.04(c)) prepare and furnish to the Selling Holders a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an 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 light of the circumstances under which they are made, not misleading, (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose, (iv) if at any time the representations and warranties of AT&T contemplated by Section 2.05 hereof cease to be true and correct in all material respects and (v) of the receipt by AT&T of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and provide the Selling Holders with copies of any comments or other communications received from the Commission or any other regulatory body or other body having jurisdiction over the registration statement or other documents relating to such offering; (fg) in respect of a registration statement under Section 2.01 (but not 2.02), use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto as promptly as practicable; (h) if reasonably requested by Holders, or the lead or managing underwriters, use its reasonable efforts to list all such Registrable Securities covered by such registration on each securities exchange and automated inter-dealer quotation system on which the Common Stock is then listed, provided that nothing herein shall require the Company to list any Registrable Securities on any securities exchange on which they are not currently listed; (g) use commercially reasonable efforts to assist the Holders in the marketing of Common Stock in connection with any underwritten offerings hereunder (including having officers of the Issuer attend "road shows" and analyst or investor presentations scheduled in connection with such registration); and (hi) furnish for delivery in connection with the closing of any offering of Registrable Securities pursuant to a registration effected pursuant to Sections 2.01 or 2.02 unlegended certificates representing ownership of the Registrable Securities being sold in such denominations as shall be requested by the Selling Holders or the underwriters; (j) comply with all applicable rules and regulations of the Commission, and make generally available to its securityholders as soon as practicable but in any event not later than eighteen months after the effective date of such registration statement, an earnings statement of AT&T and its subsidiaries complying with Section 11(a) of the 1933 Act; (k) provide a transfer agent and registrar for all Registrable Securities covered by such registration statement not later than the effective date of such registration statement; and (l) in respect of a Registration Statement under Section 2.01 take such other actions as are reasonably required on the part of an issuer of securities in order to expedite or facilitate the disposition of Registrable Securities included in such registration statement. AT&T may require the Holders to furnish AT&T such information regarding the Holders and the distribution of the Registrable Securities as AT&T may from time to time reasonably request in writing for the purpose of registering the Registrable Securities.