REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 22nd, 2009 • Solutia Inc • Chemicals & allied products
THIS REGISTRATION RIGHTS AGREEMENT, dated as of June 18, 2009, by and among Solutia Inc., a Delaware corporation (the “Company”), Harbinger Capital Partners Master Fund I, Ltd., an exempted company organized under the laws of the Cayman Islands (the “Master Fund”) and Harbinger Capital Partners Special Situations Fund, L.P., a Delaware limited partnership (the “Special Fund”, and together with the Master Fund, the “HCP Funds”).
LOCK-UP AGREEMENTLock-Up Agreement • June 22nd, 2009 • Solutia Inc • Chemicals & allied products
Whereas, concurrently with the execution and delivery of this Lock-Up Agreement, Solutia Inc. (the “Company”), Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. (together, the “Selling Stockholders”) and Jefferies & Company, Inc., as representative of the underwriters listed on Schedule I of the Underwriting Agreement (the “Underwriters”), have entered into an Equity Underwriting Agreement (the “Underwriting Agreement”), dated the date hereof, providing for the public offering (the “Public Offering”) by the Underwriters of a certain number of shares of the common stock, par value $0.01 per share, of the Company (the “Common Stock”);
27,825,000 Shares Solutia Inc. Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • June 22nd, 2009 • Solutia Inc • Chemicals & allied products • New York
Solutia Inc., a Delaware corporation (the “Company”), proposes to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom Jefferies & Company, Inc. is acting as representative (the “Representative”), an aggregate of 20,564,891 shares of the Company’s common stock, $0.01 par value (the “Common Stock”); and the stockholders of the Company named in Schedule II (collectively, the “Selling Stockholders”), severally and not jointly, propose to sell to the several Underwriters an aggregate of 7,260,109 shares of Common Stock. The 20,564,891 shares of Common Stock to be sold by the Company and the 7,260,109 shares of Common Stock to be sold by the Selling Stockholders are collectively called the “Firm Shares”. In addition, the Company has granted to the several Underwriters an option to purchase up to an additional 4,173,750 shares of Common Stock as provided in Section 2 (the “Option Shares”). The Firm Shares and the Option Shares (to the extent the aforement
