EQUITY COMMITMENT AGREEMENTEquity Commitment Agreement • December 22nd, 2009 • New York
Contract Type FiledDecember 22nd, 2009 JurisdictionSubject to the approval of this Equity Commitment Agreement (this “Agreement”) by the Bankruptcy Court (as defined below), Tronox Incorporated, a Delaware corporation (as a debtor-in-possession and a reorganized debtor, as applicable, the “Company”), proposes to implement a plan of reorganization (the “Plan”), pursuant to which, inter alia, a newly formed, wholly-owned subsidiary of the Company (“New Tronox”) will offer and sell shares of its new common stock, par value $0.01 per share (the “New Common Stock”), pursuant to a rights offering (the “Rights Offering”) whereby each holder of Senior Notes (as defined below) and any other holder of an allowed unsecured claim against the Debtors (other than Environmental Claims) (each, a “Claim”), who is an institutional “accredited investor,” as such term is defined in Rule 501(a) under the Securities Act of 1933, as amended (the “Securities Act”), and who holds a Claim in excess of $25,000 (each, an “Eligible Holder”), as of the date (the “R