{"id":43935,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-ownership-and-registration-rights-agreement-union-oil-co.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-ownership-and-registration-rights-agreement-union-oil-co","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/securities\/stock-ownership-and-registration-rights-agreement-union-oil-co.html","title":{"rendered":"Stock Ownership and Registration Rights Agreement &#8211; Union Oil Co. of California and Tom Brown Inc."},"content":{"rendered":"<pre>                                STOCK OWNERSHIP\n\n                                      AND\n\n                         REGISTRATION RIGHTS AGREEMENT\n\n                                    BETWEEN\n\n                        UNION OIL COMPANY OF CALIFORNIA\n\n                                      AND\n\n                                TOM BROWN, INC.\n\n\n\n\n\n\n                                 JUNE 29, 1999\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                     INDEX\n\n                              STOCK OWNERSHIP AND\n                         REGISTRATION RIGHTS AGREEMENT\n\n\n                                                                                                           \nARTICLE I\n\nTransfer Restrictions with Respect to TBI Common Stock............................................................1\n         Section 1.1    Restrictions on Resale or other Distribution..............................................1\n         Section 1.2    Acceleration Event........................................................................3\n         Section 1.3    Undertaking to File Reports and Cooperate in Rule 144 Transactions........................3\n         Section 1.4    Applicability of Article I................................................................3\nARTICLE II\n\nVoting, Stock Legends.............................................................................................4\n         Section 2.1    Right to Vote Shares......................................................................4\n         Section 2.2    Legends...................................................................................4\nARTICLE III\n\nBoard Representation..............................................................................................4\n         Section 3.1    Board Seat; Nomination....................................................................4\n         Section 3.2    Unocal Representative.....................................................................5\nARTICLE IV\n\nAcquisition Rights; Percentage Retention..........................................................................5\n         Section 4.1    Acquisition Rights........................................................................5\n         Section 4.2    Percentage Retention......................................................................6\nARTICLE V\n\nStandstill........................................................................................................6\nARTICLE VI\n\nRegistration Rights...............................................................................................7\n         Section 6.1    Demand Registrations......................................................................7\n         Section 6.2    Piggyback Registrations..................................................................10\n         Section 6.3    Holdback Agreements......................................................................12\n         Section 6.4    Information to be Furnished by Unocal....................................................15\n         Section 6.5    Suspension of Offering Pending Prospectus Supplement or Amendment........................15\n         Section 6.6    Registration Expenses....................................................................15\n         Section 6.7    Underwritten Offerings...................................................................16\n         Section 6.8    Indemnification..........................................................................16\n         Section 6.9    Third Party Registration Rights..........................................................19\n\n\n\n                                      -i-\n\n\n\n\n\n\n                                                                                                         \nARTICLE VII\n\nMiscellaneous.................................................................................................20\n         Section 7.1    Injunctive Relief.....................................................................20\n         Section 7.2    Severability..........................................................................20\n         Section 7.3    Amendments............................................................................20\n         Section 7.4    Descriptive Headings..................................................................20\n         Section 7.5    Counterparts..........................................................................20\n         Section 7.6    Notices...............................................................................20\n         Section 7.7    Law Applicable........................................................................21\n         Section 7.8    Successors and Assigns................................................................21\n\n\n\n\n                                      -ii-\n\n\n\n\n\n                              STOCK OWNERSHIP AND\n                         REGISTRATION RIGHTS AGREEMENT\n                                    BETWEEN\n                        UNION OIL COMPANY OF CALIFORNIA\n                                      AND\n                                TOM BROWN, INC.\n\n         THIS STOCK OWNERSHIP AND REGISTRATION RIGHTS AGREEMENT (the\n'Agreement'), dated as of June 29, 1999 (the 'Closing Date'), is between UNION\nOIL COMPANY OF CALIFORNIA, a California corporation ('Unocal'), and TOM BROWN,\nINC., a Delaware corporation ('TBI').\n\n                              W I T N E S S E T H:\n\n         WHEREAS, Unocal and TBI have entered into a Purchase and Sale\nAgreement (the 'Purchase and Sale Agreement') pursuant to which, subject to the\nterms and conditions set forth in the Purchase and Sale Agreement, Unocal will\nsell certain assets (the 'Assets') and TBI will purchase such Assets (the\n'Acquisition'); and\n\n         WHEREAS, as part of the consideration for the Assets, TBI will issue\nand sell to Unocal 5,800,000 shares as adjusted to reflect any stock dividend\nor other adjustment (the 'TBI Shares') of fully-paid, non-assessable common\nstock, par value $.10 per share of TBI ('TBI Common Stock'), in the manner\nspecified in the Purchase and Sale Agreement; and\n\n         WHEREAS, as a condition to the transactions under the Purchase and\nSale Agreement, Unocal and TBI have agreed, upon the terms and subject to the\nconditions set forth herein, to enter into this Agreement with respect to the\nTBI Common Stock and the respective obligations of TBI and Unocal while Unocal\nowns the TBI Common Stock;\n\n         NOW, THEREFORE, in consideration of the mutual representations,\nwarranties and covenants contained herein and in the Purchase and Sale\nAgreement, and for other good and valuable consideration, the receipt and\nsufficiency of which are hereby acknowledged, the parties hereto, intending to\nbe legally bound, agree as follows:\n\n                                   ARTICLE I\n\n             TRANSFER RESTRICTIONS WITH RESPECT TO TBI COMMON STOCK\n\n                  Section 1.1 Restrictions on Resale or other Distribution. As\na stockholder of TBI, and with respect to the TBI Common Stock it owns, Unocal\nis free to sell, transfer or dispose of its shares as it desires, in its sole\ndiscretion, subject only to the following restrictions:\n\n\n\n                                      -1-\n\n\n\n\n\n         (a) Unocal covenants and agrees (except as provided in Section 1.1(c)\nbelow) that for a period of twenty-four (24) months after the Closing Date, it\nwill not sell or transfer any beneficial interest in, or otherwise dispose of\nany TBI Common Stock, except pursuant to the exercise of registration rights\nafforded Unocal herein or otherwise approved by a majority of the\nnon-interested members of the TBI Board of Directors (the 'TBI Board').\n\n         (b) After twenty-four (24) months following the Closing Date, Unocal\nmay sell, transfer or otherwise convey any TBI Common Stock held by it (i) in\naccordance with the registration rights provided herein, (ii) in any other\nmanner, to any other party who Unocal reasonably believes, after diligent good\nfaith inquiry and consultation with the corporate secretary of TBI who, by the\nend of the business day following such consultation, does not provide\ninformation to the contrary, does not prior to or as a result of such sale,\ntransfer or conveyance, own an interest equal to or greater than ten percent\n(10%) of the outstanding TBI Common Stock or (iii) in a transaction which\nreceives the prior approval of a majority of the non-interested members of the\nTBI Board.\n\n         (c) The restrictions in Sections 1.1(a) and 1.1(b) shall not be \napplicable to:\n\n                  (i) any sale at any time pursuant to a tender offer, merger\nor business combination by a person unaffiliated with Unocal, which offer,\nmerger or business combination has been recommended or approved by the TBI\nBoard; or\n\n                  (ii) if the proposed sale, transfer or disposition occurs\npursuant to:\n\n                           (a) any transfer of all or part of such TBI Common\n         Stock pursuant to the rights afforded to Unocal under Article VI\n         below;\n\n                           (b) a pro rata rights offering or pro rata\n         distribution to all holders of Unocal common stock;\n\n                           (c) Rule 144 of the General Rules and Regulations\n         promulgated by the Securities and Exchange Commission (the\n         'Commission') under the Securities Act of 1933, as amended (the\n         'Securities Act') or any successor rule or regulation thereto;\n\n                           (d) a pledge of or the granting of a security\n         interest in such shares to a lender to secure a bona fide loan,\n         guarantee or financial support to the pledgor;\n\n                           (e) legislation, a final decree of a court of\n         competent jurisdiction or a governmental order or demand, requiring\n         divestiture of the TBI Common Stock, subject to the limitation set\n         forth in Section 1.1(b)(ii) above;\n\n                           (f) a transfer of TBI Common Stock among Unocal or\n         any Unocal subsidiary in which Unocal beneficially owns 80% of the\n         voting power of the subsidiary's capital stock (a 'Unocal\n         Subsidiary'), so long as (i) such Unocal Subsidiary shall have been\n\n\n                                      -2-\n\n\n\n\n\n         required, prior to the transfer thereto, to execute a counterpart of\n         this Agreement agreeing to the obligations and restrictions applicable\n         to Unocal, (ii) at least 10-day's notice of the transfer shall be\n         given to TBI and (iii) Unocal has executed a covenant to retain not\n         less than 80% of the voting power of such Subsidiary's capital stock\n         (a 'Permitted Unocal Subsidiary')\n\n                           (g) a sale, transfer, or disposition following an\n         Acceleration Event (as defined in Section 1.2 below); or\n\n                           (h) a sale, transfer or disposition which is made\n         after three (3) years following the date Unocal relinquishes or no\n         longer has a seat on the TBI Board.\n\n                  Section 1.2 Acceleration Event. For the purposes of this\nAgreement, 'Acceleration Event' shall mean (i) the acquisition by any person or\ngroup (within the contemplation of Rule 13d-1 of the Securities Exchange Act of\n1934, as amended (the 'Exchange Act')) of beneficial ownership or voting rights\nwith respect to more than 50% of the voting securities of TBI; (ii) the\nconsummation of any transaction that triggers the provisions of the Rights\nAgreement by and between Tom Brown, Inc. and American Stock Transfer &amp; Trust\nCompany of New York, dated March 5, 1991 (the 'TBI Rights Plan'); (iii) the\nremoval and the replacement (at any annual or special meeting of stockholders\nor otherwise) of a majority of the then current directors of TBI; (iv) the sale\nor transfer of all or substantially all of the assets of TBI or (v) the\nexecution by TBI of an agreement which would, directly or indirectly, result\nin, or the approval of the TBI Board or stockholders of, a transaction\nreferenced in subsections (i), (ii), (iii) or (iv) above.\n\n                  Section 1.3 Undertaking to File Reports and Cooperate in Rule\n144 Transactions. For as long as Unocal or any Unocal Subsidiary shall continue\nto hold any TBI Common Stock, TBI shall file, on a timely basis, all annual,\nquarterly and other reports required to be filed by it under Sections 13 and\n15(d) of the Exchange Act, and the General Rules and Regulations promulgated by\nthe Commission thereunder, as amended from time to time during the term of this\nAgreement. In the event of any proposed sale or transfer of TBI Common Stock by\nUnocal or a Unocal Subsidiary, TBI shall cooperate with Unocal or such Unocal\nSubsidiary so as to enable such sales to be made in accordance with applicable\nlaws, rules and regulations, the requirements of TBI's transfer agents, and the\nreasonable requirements of the broker through which the sales are proposed to\nbe executed, and shall, upon request and subject to applicable law, furnish\nunlegended certificates representing TBI Common Stock in such numbers and\ndenominations as Unocal or such Unocal Subsidiary shall reasonably require for\ndelivery pursuant to such sales.\n\n                  Section 1.4 Applicability of Article I. The provisions in\nArticle I shall cease to be applicable at such time as Unocal has sold all of\nthe TBI Shares and TBI Common Stock acquired pursuant to Sections 4.1 or 4.2\nhereof in accordance with or in a manner permitted under the provisions of this\nAgreement.\n\n\n                                      -3-\n\n\n\n\n\n\n                                   ARTICLE II\n\n                             VOTING, STOCK LEGENDS\n\n                  Section 2.1 Right to Vote Shares. As a stockholder of TBI,\nUnocal will be free, notwithstanding any other provision in this Agreement, to\nvote TBI Common Stock held by it in connection with any vote of the\nstockholders of TBI provided that for so long as Unocal continues to own shares\nof TBI Common Stock representing in excess of 10% of the issued and outstanding\nshares of TBI Common Stock, Unocal shall vote its shares in favor of the\ndirector nominees recommended by TBI management. This provision is not\nintended, however, to absolve Unocal of any obligations it may have to the\nother stockholders of TBI; provided that there should be no inference made from\nthis provision that obligations, of any kind or nature, are owing from Unocal\nto any other stockholder of TBI.\n\n                  Section 2.2 Legends. (a) To assist in effectuating the\nprovisions of this Agreement, Unocal hereby consents to the placement of the\nfollowing legend on all certificates representing ownership of TBI Common Stock\nuntil such shares have been sold, transferred or disposed of in accordance with\nthe requirements of Article I hereof:\n\n                           THE SHARES REPRESENTED BY THIS CERTIFICATE ARE\n         SUBJECT TO THE PROVISIONS OF A STOCK OWNERSHIP AND REGISTRATION RIGHTS\n         AGREEMENT DATED JUNE 29, 1999 BETWEEN TBI AND UNOCAL AND MAY NOT BE\n         SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN ACCORDANCE\n         THEREWITH. A COPY OF SAID AGREEMENT IS ON FILE AT THE OFFICE OF THE\n         SECRETARY OF TBI.\n\n         (b) TBI hereby agrees to remove the foregoing legend promptly upon the\nrequest of Unocal in order to permit a sale or transfer permitted under this\nAgreement.\n\n                                  ARTICLE III\n\n                              BOARD REPRESENTATION\n\n                  Section 3.1 Board Seat; Nomination. (a) TBI agrees that, as\nof the Closing Date, TBI will increase the size of the TBI Board by one and\nUnocal shall have the right to designate one person to fill the vacancy created\nby such increase as soon as practicable after the Closing Date but no more than\n30 days after the Closing Date. If the person designated to fill such vacancy\nshould die, become disabled, resign or be removed from serving as a director,\nTBI agrees, subject to applicable law, to permit Unocal to designate a\nsuccessor as a nominee to fill the vacancy created by such death, disability,\nresignation or removal.\n\n         (b) Unocal shall have a continuing right to designate a director\nnominee for the TBI Board at each election of directors. The right of Unocal to\ndesignate a member to the TBI Board\n\n\n                                      -4-\n\n\n\n\n\nshall cease at such time after the Closing Date as Unocal or a Permitted Unocal\nSubsidiary as defined in Section 1.1(c)(ii)(f) is no longer a beneficial owner\n(as defined in Rule 13d-3 of the General Rules and Regulations promulgated by\nthe Commission under the Exchange Act) of at least ten percent (10.0%) of the\nTBI Common Stock outstanding at the time the determination is made. Unocal\nhereby undertakes and agrees that not later than twenty (20) days following\nwritten notice from TBI requesting such information to furnish to TBI for\ninclusion in the proxy statement the name of the designee to serve as a member\nof the TBI Board and such other information with respect to such designee as is\nrequired to comply with the applicable requirements of Items 401 and 404(a) and\n(c) of Regulation S-K with respect to such designee. If Unocal fails to timely\nprovide such information, Unocal will be deemed to have forfeited its right to\ndesignate a director under this Article III, until the next succeeding election\nof directors to the TBI Board pursuant to this Agreement. For so long as Unocal\nor a Permitted Unocal Subsidiary continues to retain such 10% ownership, TBI\nagrees to and shall include Unocal's designated director nominee in the slate\nof directors recommended to the stockholders by the TBI Board in accordance\nwith this Article III and shall endorse and recommend such nominee to the\nstockholders of TBI.\n\n                  Section 3.2 Unocal Representative. Notwithstanding any\nprovision herein to the contrary, Unocal's representative on the TBI Board will\nbe free to take such actions as are consistent with discharging his or her\nduties to TBI and its stockholders, in his or her capacity as a director of\nTBI.\n\n                                   ARTICLE IV\n\n                    ACQUISITION RIGHTS; PERCENTAGE RETENTION\n\n                  Section 4.1 Acquisition Rights. Unocal shall not, during the\nterm of this Agreement, acquire any additional shares of TBI Common Stock other\nthan the TBI Shares, except: (i) for purchases approved by the majority of the\nnon-interested members of the TBI Board, (ii) purchases covered by the\npercentage retention exceptions described in Section 4.2 below, (iii) for a\nperiod of six months following the Closing Date, purchases on the open market,\nfrom third parties or otherwise, so long as Unocal does not at the end of such\nperiod or thereafter own, of record or beneficially, more than the Maximum\nPercentage Ownership (as defined below) of the issued and outstanding shares of\nTBI Common Stock and (iv) after the expiration of six months following the\nClosing Date, purchases of additional shares of TBI Common Stock up to the\nMaximum Percentage Ownership, if Unocal is advised in writing by its\nindependent public accountants that additional shares of TBI Common Stock are\nrequired for Unocal to receive equity accounting treatment. To the extent\npracticable, Unocal shall provide written notice to TBI prior to any\nacquisition pursuant to this paragraph, and, in any event, Unocal shall provide\nsuch notice within ten (10) days following such acquisition. For purposes\nhereof, 'Maximum Percentage Ownership' shall mean 19.5% less the percentage\ninterest represented by TBI Common Stock, if any, sold by Unocal. The\nprovisions of this Section 4.1 shall continue until the earlier of (i) such\ntime as Unocal has sold or disposed of all of the TBI Shares and TBI Common\nStock acquired pursuant to Sections 4.1 or 4.2 hereof or (ii) termination of\nthe Standstill set forth in Section 5.1(b).\n\n\n                                      -5-\n\n\n\n\n\n                  Section 4.2  Percentage Retention.\n\n                  (a) In the event that TBI shall, after the Closing Date,\nissue or sell or transfer additional shares of TBI Common Stock (including\ntreasury shares), Unocal would have the right to maintain its percentage\nownership of TBI Common Stock at the level it was immediately prior to the time\nof each such issuance, sale or transfer through (i) acquiring shares of TBI\nCommon Stock from TBI at the price and on the same terms as the third party\npurchaser (or if the issuance price is other than cash or the terms are such as\ncannot be satisfied by Unocal then for cash at an agreed value which will not\nexceed the average trading price for TBI Common Stock over the twenty (20)\ntrading days preceding the earlier of the execution of agreements to consummate\nsuch third party transaction and public notice by TBI of such third party\ntransaction), Unocal's election to purchase such shares of TBI Common Stock\nfrom TBI to be made by Unocal at any time following public notice of the\nexecution of a definitive agreement respecting the transaction but in any\nevent, within ten (10) business days following receipt of written notice from\nTBI of its execution of a definitive agreement regarding the transaction or\n(ii) the purchase of TBI Common Stock in the open market, provided such\nacquisition is made within six (6) months of such issuance or sale. TBI shall\nprovide Unocal with written notice of the execution of such a definitive\nagreement within 48 hours following the execution thereof.\n\n                  (b) Notwithstanding subsection (a) above, following any\nacquisition by a third party of shares of TBI Common Stock representing in\nexcess of 50% of the issued and outstanding shares of TBI Common Stock in a\ntransaction in which TBI survives as an ongoing entity, the right of Unocal to\nacquire shares of TBI Common Stock directly from TBI pursuant to subsection\n(a)(i) above shall lapse provided such transaction shall not restrict or impact\nUnocal's right to acquire shares of TBI Common Stock from third parties or on\nthe open market as reflected in subsection (a)(ii) above.\n\n                                   ARTICLE V\n\n                                   STANDSTILL\n\n                  Section 5.1 Standstill. (a) Except as provided in Section\n5.1(d), Unocal will not, and will cause each of its Affiliates not to, singly\nor as part of a 'partnership, limited partnership, syndicate or other group'\n(as those terms are used within the meaning of Section 13(d)(3) of the Exchange\nAct, which meanings shall apply for all purposes of this Agreement), directly\nor indirectly, through one or more intermediaries or otherwise:\n\n                  (i) except as provided in Article IV, acquire, offer or\npropose to acquire, or agree to acquire, by purchase or otherwise, any\nsecurities entitled to, or that may be entitled to, vote generally in the\nelection of the TBI Board or any affiliate of TBI ('TBI Affiliate')\n(collectively, 'Voting Securities') or any direct or indirect rights or options\nto acquire (through purchase, exchange, conversion or otherwise) any Voting\nSecurities;\n\n\n\n                                      -6-\n\n\n\n\n\n                  (ii) make, or in any way participate in, any 'solicitation'\nor 'proxies' (as such terms are defined or used in Regulation 14A of the\nExchange Act) with respect to the Voting Securities (including by the execution\nof action by written consent), become a 'participant' in any 'election contest'\n(as such terms are defined or used in Rule 14a-11 of the Exchange Act) with\nrespect to TBI or any TBI Affiliate, seek to advise, encourage or influence any\nperson or entity with respect to the voting of any Voting Securities or demand\na copy of the stock ledger, list of stockholders, or other books and records of\nTBI or any TBI Affiliate;\n\n                  (iii) participate in or encourage the formation of any group\nwhich owns or seeks or offers to acquire beneficial ownership of securities or\nassets of TBI or any TBI Affiliates or rights to acquire such securities or\nassets or which seeks or offers to affect control of TBI or any TBI Affiliate\nor for the purpose of circumventing any provision of this Agreement; or\n\n                  (iv) except as may be provided in Section 2.1 with respect to\nvoting on matters submitted to TBI stockholders for a vote, otherwise act,\nalone or in concert with others (including by providing financing for another\nparty), to seek or offer to control or influence, in any manner, the\nmanagement, the TBI Board or policies of TBI or any TBI Affiliate.\n\n         (b) The standstill provisions in Section 5.1(a) shall remain in effect\nuntil the earlier of (i) three (3) years after Unocal relinquishes or no longer\nhas its director's seat on the TBI Board or (ii) a Change of Control of TBI.\nFor the purposes hereof, 'Change of Control' shall mean either (i) the\nacquisition by any person or group (within the contemplation of Rule 13d-1 of\nthe Exchange Act) of beneficial ownership of more than 50% of the voting\nsecurities of TBI; (ii) the consummation of any transaction that triggers the\nprovisions of the TBI Rights Plan in effect at the time of the consummation of\nsuch transaction; (iii) the removal and the replacement at any annual or\nspecial meeting of stockholders of a majority of the current directors of TBI;\nor (iv) the sale or transfer of all or substantially all of the assets of TBI.\n\n         (c) The standstill provisions in Section 5.1 above shall supersede and\nreplace the standstill provisions contained in that certain Confidentiality\nAgreement dated June 16, 1998 between Unocal and TBI pertaining to the receipt\nby Unocal of certain information relating to TBI.\n\n         (d) Notwithstanding any other provisions in this Article V, as a\nstockholder of TBI, and with respect to the TBI Shares or such additional\nshares of TBI Common Stock that it may acquire in accordance with Article IV,\nUnocal may freely sell, transfer or dispose of such shares as it desires, in\nits sole discretion (subject only to the restrictions in Article I).\n\n                                   ARTICLE VI\n\n                              REGISTRATION RIGHTS\n\n                  Section 6.1  Demand Registrations. (a) At any time after \ntwenty-four (24) months following the Closing Date, Unocal by written notice to\nTBI (a 'Demand Notice') may require TBI\n\n\n                                      -7-\n\n\n\n\n\nto effect a registration (a 'Demand Registration') of Registrable Securities\n(as defined below) under the Securities Act for sale; provided, that (i) Unocal\nmay not require TBI to effect more than two (2) Demand Registrations, and (ii)\nthe aggregate number of shares of Registrable Securities required to be\nregistered in each Demand Registration shall be at least 2 million shares. Upon\nreceipt of any Demand Notice, TBI will give prompt written notice of the\nrequest for registration to each holder of Registrable Securities, and TBI will\ninclude in the Demand Registration all Registrable Securities with respect to\nwhich TBI receives written requests for inclusion therein during the thirty\n(30) days after notice is given. 'Registrable Securities' means (i) the TBI\nShares, (ii) any other shares of TBI Common Stock which Unocal acquires as\npermitted under this Agreement and (iii) any securities issued or issuable with\nrespect to any such common stock by way of stock dividend or stock split or in\nconnection with a combination of shares, recapitalization, merger,\nconsolidation or other reorganization or otherwise. The terms 'register,'\n'registered' and 'registration' as used in this Agreement shall refer to a\nregistration effected by preparing and filing a registration statement in\ncompliance with the Securities Act and applicable rules and regulations\nthereunder, and the declaration or ordering of the effectiveness of such\nregistration statement.\n\n         (b) Registration Statement Form. Demand Registrations shall be on such\nappropriate registration form of the Commission (i) as shall be selected by TBI\nand shall be acceptable to Unocal and (ii) as shall permit the disposition of\nsuch Registrable Securities in accordance with the intended method or methods\nof disposition specified in Unocal's request for such registration.\n\n         (c) TBI may utilize form S-2 or S-3 (or any similar 'short form')\nunder the Securities Act to effect any Demand Registration so long as the use\nof such form is permitted under the Securities Act and the regulations\npromulgated thereunder and the use of such a form will not (in the reasonable\njudgment of the participating holders of Registrable Securities) adversely\naffect the marketing or sale price of the shares proposed to be sold in the\noffering.\n\n         (d) Effective Registration Statement. A registration requested\npursuant to Section 6.1(a) shall not be deemed to have been effected and will\nnot be considered one of the Demand Registrations which may be requested\npursuant to this Agreement if (i) a registration statement with respect thereto\ndoes not become effective or if the request for the Demand Registration is\nwithdrawn at the request of TBI or at the request of Unocal provided if Unocal\nmakes the withdrawal request, Unocal pays the reasonable out-of-pocket expenses\nincurred by TBI with respect to such withdrawn offering prior to effectiveness,\n(ii) after it has become effective, it does not remain effective for a period\nof at least 180 days (unless Registrable Securities registered thereunder have\nbeen sold or disposed of prior to the expiration of such 180-day period) or\nsuch registration is interfered with by any stop order, injunction or other\norder or requirement of the Commission or other governmental agency or court\nfor any reason and has not thereafter become effective, (iii) the conditions to\nclosing specified in any underwriting agreement entered into in connection with\nsuch registration are not satisfied or waived other than by reason of the\nfailure or refusal of Unocal to satisfy or perform a condition to such closing\nor (iv) Unocal is not able to register at least 2 million shares. Except as set\nforth above, TBI shall pay all Registration Expenses (as defined in Section 6.7\nherein) in connection with any such registration initiated but not so effected.\n\n\n                                      -8-\n\n\n\n\n\n         (e) Other Securities; Priority on Demand Registrations. Whenever TBI\nshall effect a Demand Registration pursuant to Section 6.1(a) in connection\nwith an underwritten offering by Unocal, no securities other than Registrable\nSecurities shall be included among the securities covered by such registration\nunless the managing underwriter of such offering shall have advised TBI and\nUnocal in writing that the inclusion of such other securities would not have a\nmaterial adverse effect on such offering. In the event that the managing\nunderwriters of a requested Demand Registration advise TBI in writing that in\ntheir opinion the number of securities proposed to be included in any such\nregistration exceeds the number of securities which can be sold in such\noffering without having a material adverse impact on the offering, TBI shall\ninclude in such registration only the number of Registrable Securities which in\nthe opinion of such underwriters can be sold without having a material adverse\neffect on the offering. If the number of securities which can be sold in a\nDemand Registration exceeds the number of shares of securities requested to be\nsold, TBI shall include in such Demand Registration (i) first, all of\nRegistrable Securities requested to be included therein by Unocal, and (ii)\nsecond, securities to be included by TBI, and (iii) third, other securities\nrequested to be included in such registration.\n\n         (f) Restrictions on Demand Registrations. TBI shall not be obligated\nto effect any Demand Registration within four (4) months after the effective\ndate of a previous public offering of TBI Common Stock. In addition, TBI may\npostpone (such postponement is referred to herein as a 'Permitted\nInterruption') for a reasonable period of time (not to exceed 90 days, which\nmay not thereafter be extended) the filing of a registration statement for a\nDemand Registration if, at the time it receives a request for such registration\n(i) TBI is conducting an offering of TBI Common Stock and is advised by its\ninvestment banker that such offering would be affected adversely by the\nregistration so demanded and TBI furnishes an officer's certificate to that\neffect or (ii) the TBI Board shall determine in good faith that such offering\nwill interfere with a pending or contemplated financing, merger, acquisition,\nsale of assets, recapitalization or other similar corporate action of TBI and\nTBI furnishes an officer's certificate to that effect. After such Permitted\nInterruption, TBI shall effect such registration as promptly as practicable\nwithout further request from Unocal unless such request has been withdrawn. TBI\nshall not invoke Permitted Interruptions more than twice per twelve (12) month\nperiod but in any event shall not exceed 150 days in the aggregate. In the\nevent that TBI invokes a Permitted Interruption hereunder and in the reasonable\ndiscretion of the TBI Board of Directors the need for TBI to continue the\nPermitted Interruption ceases for any reason, including, without limitation,\nabandonment or completion of the transaction giving rise to such Permitted\nInterruption, TBI shall promptly provide written notice to Unocal that such\nPermitted Interruption is no longer applicable and provide Unocal the\nopportunity to then request a Demand Registration.\n\n         (g) Selection of Underwriters. Unocal shall have the right to select\nsuch investment banker(s) and manager(s) as shall be reasonably acceptable to\nTBI to administer the offering of Registrable Securities for which a Demand\nRegistration is requested. Unocal and TBI shall negotiate the terms of the\nunderwriters' fees and expenses, the underwriting discount and commission and\nthe transfer taxes, provided, however, that TBI shall not be required to pay\nany fees, expenses, or other costs attributable to the Demand Registration\nexcept as stated herein or that are otherwise not usual and customary.\n\n\n                                      -9-\n\n\n\n\n\n         (h) Acceleration Event. In the event of an occurrence or transaction\nconstituting an Acceleration Event, TBI shall, upon request of Unocal and\nsubject to compliance with applicable law and SEC rules and regulations,\nproceed (without regard to or application of any Permitted Interruption) to\nimmediately register all of Unocal's remaining unregistered Registrable\nSecurities at or before such occurrence or the consummation of any such\ntransaction.\n\n                  Section 6.2 Piggyback Registrations. (a) General. Whenever\nTBI proposes to register any shares of TBI Common Stock under the Securities\nAct (other than registrations solely for shares to be issued in connection with\nany employee benefit plan on Form S-8 (or any successor form thereto) or a\nmerger, consolidation or other business combination registered on Form S-4 (or\nany successor form thereto)) and the registration form to be used may be used\nfor the registration of Registrable Securities (a 'Piggyback Registration'), at\nany time after the Closing Date, TBI shall give prompt written notice (in any\nevent within 10 business days after its receipt of notice of any exercise of\nother registration rights) to Unocal of its intention to effect such a\nregistration and shall use commercially reasonable efforts to include in such\nregistration all of Registrable Securities with respect to which TBI receives\nfrom Unocal a written request for inclusion therein within 20 days after\nUnocal's receipt of TBI's notice, which request shall specify the number of the\nshares of Registrable Securities to be disposed of by Unocal. If TBI elects,\nprior to effectiveness, not to proceed with a primary registration of TBI\nCommon Stock, it shall not be obligated to register any Registrable Securities,\nunless such primary registration was initiated as provided in Section 6.1(a)\nafter TBI received a request for a Demand Registration.\n\n         (b) Priority on Primary Registrations. If a Piggyback Registration is\nan underwritten primary registration on behalf of TBI and the managing\nunderwriter(s) of such offering advise TBI in writing that in their opinion the\nnumber of securities requested to be included in such registration exceeds the\nnumber which can reasonably be sold in such offering without having a material\nadverse impact on the offering, then TBI shall include in such registration (i)\nfirst, subject to Section 6.2(c) below, the securities that TBI proposes to\nsell, (ii) second, Registrable Securities requested to be included therein by\nUnocal and parties which as of the Closing Date had registration rights on a\npari passu basis with Unocal and (iii) third, other securities requested to be\nincluded in such registration.\n\n         (c) Mandatory Inclusion of Registrable Securities. In the event that\nthe number of Registrable Securities requested to be included by Unocal in any\nregistration pursuant to the piggyback registration rights afforded herein is\nreduced, then TBI will, to the extent requested by Unocal, reduce the number of\nshares which TBI desires to offer so that Unocal can include in such offering\nshares representing up to 20% of the entire offering.\n\n         (d) Priority on Secondary Registrations. If a Piggyback Registration\nis an underwritten secondary registration on behalf of holders of TBI's\nsecurities other than Unocal and the managing underwriter(s) of such offering\nadvise TBI in writing that in their opinion the number of securities requested\nto be included in such registration exceeds the number which can reasonably be\nsold in such offering, then TBI shall include in such registration (i) first,\nif such registration is being made on behalf of other stockholders of TBI\nexercising demand registration rights, then the securities so\n\n\n                                      -10-\n\n\n\n\n\nrequested to be included therein in accordance with such demand registration\nrights, (ii) second, Registrable Securities requested to be included in such\nregistration by Unocal and parties which as of the Closing Date had\nregistration rights on a pari passu basis with Unocal and (iii) third, other\nsecurities requested to be included in such registration. If the managing\nunderwriter of such offering subsequently advises TBI in writing that the\nnumber of securities which can be sold exceeds the number of securities\nincluded in the offering, TBI shall include in the registration such additional\nsecurities that (i) first, Unocal had originally requested be included in the\nregistration and (ii) second, others had originally proposed to include in the\nregistration.\n\n         (e) Other Registrations. If (i) TBI has previously filed a\nregistration statement with respect to any of Registrable Securities pursuant\nto Section 6.1(a) or 6.2(b) and (ii) such previous registration has not been\nwithdrawn or abandoned, TBI shall not file or cause to be effective any other\nregistration of any of its equity securities or securities convertible or\nexchangeable into or exercisable for its equity securities under the Securities\nAct (except on Form S-8 or S-4 or any successor form), whether on its own\nbehalf or at the request of any holder or holders of such securities, until a\nperiod of at least ninety (90) days has elapsed from the effective date of such\nprevious registration.\n\n         (f) Piggyback Not A Demand Registration. Should Unocal's participation\nin a registration be pursuant to a Piggyback Registration in connection with\n(i) an underwritten primary registration on behalf of TBI as described in\nSection 6.2(a), or (ii) an underwritten secondary registration on behalf of\nholders of TBI's securities other than Unocal as described in Section 6.2(d),\nthen such participation by Unocal shall not constitute a Demand Registration\nfor purposes of determining the number of Demand Registrations Unocal is\nentitled to pursuant to Section 6.1(a).\n\n         (g) Universal Shelf. TBI reserves the right to file and secure the\neffectiveness under the Securities Act of a registration statement on Form S-3\ncovering undifferentiated debt and equity securities (the 'Shelf Registration\nStatement'). The undifferentiated securities may be converted into specific\ntypes of debt or equity securities by describing the security in a supplement\nto the prospectus set forth in the Shelf Registration Statement (a 'Prospectus\nSupplement'). In the event that TBI specifically considers proposing to offer\nand sell TBI Common Stock pursuant to a Prospectus Supplement ('Offering'), it\nshall give Unocal notice of such consideration. Such notice shall not, in any\ncircumstance, be delivered less than five (5) business days prior to delivery\nof the Acceleration Notice (as defined below). TBI shall notify Unocal, in\nwriting, of its intention to file the Prospectus Supplement and shall specify\nthe number of shares of TBI Common Stock that it proposes to sell in the\nOffering (the 'Accelerated Notice'). Unocal may elect to include Registrable\nSecurities in the Offering by providing written notice to TBI within twenty\nfour hours after its receipt of the Accelerated Notice that it desires to\ninclude Registrable Securities in the Offering, with such notice to specify the\nnumber of shares of Registrable Securities to be included on behalf of Unocal.\nRegistrable Securities shall not be deemed to be registered under Securities\nAct for purposes of this Agreement until a Prospectus Supplement expressly\nreferring to the offering and sale of TBI Common Stock for the account of\nUnocal is filed with the Commission. In order to assure that sufficient\nsecurities have been registered under the Shelf Registration Statement to\n\n\n                                      -11-\n\n\n\n\n\naccommodate the sale by Unocal of Registrable Securities from time to time\npursuant to one or more Prospectus Supplements, TBI shall reflect in the Shelf\nRegistration Statement that 20% of the securities registered thereunder have\nbeen reserved for sale by Unocal if and only if (i) TBI elects to sell TBI\nCommon Stock pursuant to a Prospectus Supplement and (ii) Unocal timely elects\nto include Registrable Securities for sale therein as required by this Section\n6.2(g). To the extent that the express terms of this Section 6.2(g) are\ninconsistent with the other provisions of Section 6.2, the terms of this\nSection 6.2(g) shall prevail.\n\n                  Section 6.3 Holdback Agreements. (a) General. Unocal agrees\nnot to effect any public sale or distribution of equity securities of TBI, or\nany securities convertible into or exchangeable or exercisable for such\nsecurities, including, without limitation, sales pursuant to Rule 144 (or any\nsimilar rule then in effect), during the 10 days prior to and the 90 days\nbeginning on the effective date of any underwritten Demand Registration or any\nunderwritten Piggyback Registration in which shares of Registrable Securities\nare included (except as part of such underwritten registration) unless the\nunderwriters managing the registered public offering otherwise agree.\n\n         (b) Agreement by TBI. TBI agrees not to effect any public sale or\ndistribution of its equity securities, or any securities convertible into or\nexchangeable or exercisable for such securities, during the 10 days prior to\nand during the 90 days beginning on the effective date of any underwritten\nDemand Registration or any underwritten Piggyback Registration in which shares\nof Registrable Securities are included unless the underwriters managing the\nregistered public offering and Unocal otherwise agree.\n\n         (c) Registration Procedures. Whenever Unocal requests registration\npursuant to this Agreement, TBI shall use commercially reasonable efforts to\neffect the registration and the sale of such shares of Registrable Securities\nfor which registration is requested in accordance with the intended method of\ndisposition thereof, and pursuant thereto TBI shall as expeditiously as\npossible:\n\n                  (i) prepare and file with the Commission a registration\nstatement with respect to such securities and use commercially reasonable\nefforts to cause such registration statement to become effective (provided that\nbefore filing a registration statement or prospectus or any amendments or\nsupplements thereto, TBI will furnish to Unocal and the counsel selected by\nUnocal copies of all documents proposed to be filed, which documents will be\nsubject to the review of such counsel);\n\n                  (ii) prepare and file with the Commission such amendments and\nsupplements to such registration statement and the prospectus used in\nconnection therewith as may be necessary to keep such registration statement\neffective for a period of not less than 180 days after such registration\nstatement is declared effective, provided that TBI shall have no obligation\npursuant to this Agreement to maintain the effectiveness of such registration\nstatement after the sale of the securities registered thereunder, and shall\ncomply with the provisions of the Securities Act with respect to the\ndisposition of all securities owned by Unocal that are covered by such\nregistration statement during such period in accordance with the intended\nmethods of disposition by Unocal;\n\n\n                                      -12-\n\n\n\n\n\n                  (iii) furnish to Unocal such number of copies of such\nregistration statement, each amendment and supplement thereto, the prospectus\nincluded in such registration statement (including each preliminary prospectus)\nand such other documents as Unocal may request in order to facilitate the\ndisposition of the shares owned by Unocal;\n\n                  (iv) use commercially reasonable efforts to register or\nqualify such shares of Registrable Securities under such other securities or\nBlue Sky Laws of such jurisdictions as Unocal requests and do any and all other\ncommercially reasonable acts and things which may be necessary or advisable to\nenable Unocal to consummate the disposition in such jurisdictions of\nRegistrable Securities (provided that TBI will not be required to (A) qualify\ngenerally to do business in any jurisdiction where it would not otherwise be\nrequired to qualify but for this subclause (iv), (B) subject itself to taxation\nin any such jurisdiction or (C) consent to general service of process in such\njurisdiction);\n\n                  (v) cause all such Registrable Securities to be listed on\neach securities exchange on which securities issued by TBI that are of the same\nclass as Registrable Securities are then listed;\n\n                  (vi) provide a transfer agent and registrar for all such\nRegistrable Securities no later than the effective date of such registration\nstatement;\n\n                  (vii) obtain a 'cold comfort' letter from TBI's independent\npublic accountants in customary form, covering such matters of the type usually\nand customarily covered by 'cold comfort' letters delivered to underwriters,\nand covering such other matters as Unocal may reasonably request; and obtain an\nopinion of counsel for TBI in customary form, covering such matters of the type\nusually and customarily covered in opinions of legal counsel delivered to\nunderwriters, and covering such other matters as Unocal may reasonably request;\n\n                  (viii) if underwriters are engaged in connection with any\nregistration referred to in this Agreement, TBI shall provide usual and\ncustomary indemnification, representations, covenants, opinions, and other\nassurances to the underwriters in form and substance reasonably satisfactory to\nsuch underwriter as consistent with current practice in the marketplace;\n\n                  (ix) notify Unocal and the managing underwriters, if any,\npromptly, and (if requested by any such person) confirm such advice in writing,\n(A) when a prospectus or any prospectus supplement or post-effective amendment\nhas been filed, and, with respect to a registration statement or any\npost-effective amendment, when the same has become effective, (B) of any\nrequest by the Commission for amendments or supplements to a registration\nstatement or related prospectus or for additional information, (C) of the\nissuance by the Commission of any stop order suspending the effectiveness of a\nregistration statement or the initiation of any proceedings for that purpose,\n(D) of the receipt by TBI of any notification with respect to the suspension of\nthe qualification of any of the Registrable Securities for sale in any\njurisdiction or the initiation or threatening of any proceeding for such\npurpose, (E) of the happening of any event which requires the making of any\nchanges in a registration statement or related prospectus so that such\ndocuments will not contain any\n\n\n                                      -13-\n\n\n\n\n\nuntrue statement of a material fact or omit to state any material fact required\nto be stated therein or necessary to make the statements therein not\nmisleading, in light of the circumstances under which such statements are made,\nand (F) of TBI's reasonable determination that a post-effective amendment to a\nregistration statement would be required;\n\n                  (x) notify Unocal at any time when a prospectus relating\nthereto is required to be delivered under the Securities Act, of the occurrence\nof any event as a result of which the prospectus included in such registration\nstatement contains an untrue statement of a material fact or omits any fact\nnecessary to make the statements therein not misleading, and, at the request of\nUnocal, TBI shall prepare a supplement or amendment to such prospectus so that,\nas thereafter delivered to the purchasers of such shares such amended or\nsupplemented prospectus shall not contain an untrue statement of a material\nfact or omit to state any fact necessary to make the statements therein, in\nlight of the circumstances under which they were made, not misleading;\n\n                  (xi) use commercially reasonable efforts to obtain as soon as\nreasonably practicable the withdrawal of any order suspending the effectiveness\nof a registration statement, or the lifting of any suspension of the\nqualification of any of Registrable Securities for sale in any jurisdiction;\n\n                  (xii) if requested by the managing underwriters or Unocal,\nincorporate in a prospectus supplement or post-effective amendment such\ninformation as the managing underwriter(s) and Unocal agree should be included\ntherein relating to the sale and distribution of Registrable Securities,\nincluding, without limitation, information with respect to the number of\nRegistrable Securities being sold to such underwriters, the purchase price\nbeing paid therefor by such underwriters and with respect to any other terms of\nthe underwritten (or best efforts underwritten) offering of Registrable\nSecurities to be sold in such offering; make all required filings of such\nprospectus supplement or post-effective amendment as soon as notified of the\nmatters to be incorporated in such prospectus supplement or post-effective\namendment; and supplement or make amendments to any registration statement if\nrequested by Unocal or any underwriter of such shares;\n\n                  (xiii) furnish to Unocal and each managing underwriter,\nwithout charge, such signed copies of the registration statement or statements\nand any post-effective amendment thereto, including financial statements and\nschedules, all documents incorporated therein by reference and all exhibits\n(including those incorporated by reference) as Unocal or managing underwriter\nmay reasonably request;\n\n                  (xiv) cooperate with Unocal and the managing underwriter(s),\nif any, to facilitate the timely preparation and delivery of certificates\nrepresenting shares to be sold and not bearing any restrictive legends unless\nrequired by applicable law; and enable such shares to be in such denominations\nand registered in such names as the managing underwriter(s) may request at\nleast two business days prior to any sale of shares to the underwriters;\n\n\n\n                                      -14-\n\n\n\n\n\n                  (xv) in the case of an underwritten offering, enter into such\nusual and customary agreements (including underwriting agreements in usual and\ncustomary form) and take all such other actions as Unocal or the\nunderwriter(s), if any, request and which TBI can reasonably perform in order\nto expedite or facilitate the disposition of such Registrable Securities; and\n\n                  (xvi) make available for inspection by Unocal, any\nunderwriter participating in any disposition pursuant to such registration\nstatement, and any attorney, accountant or other agent retained by any such\nseller or underwriter, all financial and other records, pertinent corporate\ndocuments and properties of TBI, and cause TBI's officers, directors, employees\nand independent accountants to supply all information reasonably requested by\nany such seller, underwriter, attorney, accountant or agent in connection with\nsuch registration statement.\n\n                  Section 6.4 Information to be Furnished by Unocal. In\nconnection with any registration of Registrable Securities hereunder, TBI may\nrequire Unocal to furnish TBI with such information regarding Unocal and the\ndistribution of such shares as TBI may from time to time reasonably request in\nwriting in order to comply with the Securities Act. Unocal agrees to notify TBI\nas promptly as practicable of any inaccuracy or change in information\npreviously furnished to TBI or of the occurrence of any event in either case as\na result of which any prospectus relating to such registration contains untrue\nstatements of a material fact regarding Unocal or the distribution of such\nshares required to be stated therein or necessary to make the statement therein\nnot misleading in light of the circumstances under which such statements were\nmade, and to promptly furnish to TBI any additional information required to\ncorrect and update any previously furnished information or required such that\nsuch prospectus shall not contain, with respect to Unocal or the distribution\nof such shares, an untrue statement of a material fact or omit to state a\nmaterial fact required to be stated therein or necessary to make the statements\ntherein not misleading in light of the circumstances under which such\nstatements are made.\n\n                  Section 6.5 Suspension of Offering Pending Prospectus\nSupplement or Amendment. Unocal agrees that, upon receipt of any notice from\nTBI of the occurrence of any event of the kind described in Section\n6.3(c)(ix)(B), (C), (D), (E) or (F) hereof, Unocal will forthwith discontinue\ndisposition of Registrable Securities covered by such registration statement or\nprospectus until such holder's receipt of the copies of the supplemented or\namended prospectus relating to such registration statement or prospectus, or\nuntil it is advised in writing by TBI that the use of the applicable prospectus\nmay be resumed, and has received copies of any additional or supplemental\nfilings which are incorporated by reference in such prospectus, and, if so\ndirected by TBI, Unocal will deliver to TBI (at TBI's expense) all copies,\nother than permanent file copies then in Unocal's possession, of the prospectus\ncovering Registrable Securities current at the time of receipt of such notice.\n\n                  Section 6.6 Registration Expenses. (a) General. All expenses\nincident to TBI's performance and execution of Demand Registrations or\nPiggyback Registrations, and TBI's performance of, or compliance with, this\nAgreement, including without limitation, all registration and filing fees, fees\nand expenses of compliance with securities or Blue Sky Laws, expenses and fees\n\n\n                                      -15-\n\n\n\n\n\nfor listing the securities on the appropriate securities exchanges, cost of\nliability insurance, all internal expenses, the expense of any annual audit or\nquarterly review, printing expenses, messenger and delivery expenses, fees and\ndisbursements of counsel for TBI and all independent certified public\naccountants (including the expenses of any special audit and 'cold comfort'\nletters required by or incident to such performance), and usual and customary\nfees and costs of underwriters (excluding gross spreads, discounts and\ncommissions and fees of underwriters, selling brokers, dealer managers or\nsimilar securities industry professionals relating to the distribution of\nRegistrable Securities) and other persons retained by TBI (all such expenses\nbeing herein called 'Registration Expenses'), shall be borne by TBI.\n\n         (b) Reimbursement for Counsel Fees. In connection with each Demand\nRegistration, TBI shall also reimburse Unocal for its reasonable legal fees of\noutside counsel up to $20,000.\n\n         (c) Payment of Expenses by Unocal. Unocal shall pay the underwriters'\nfees and expenses, the underwriters' gross spreads, discount and commissions\nand the commissions and fees, if any, payable in respect of selling brokers,\ndealer managers or similar securities industry professionals, and transfer\ntaxes allocable to the registration of Unocal's securities so included in any\nDemand or Piggyback Registration pursuant to this Agreement.\n\n                  Section 6.7 Underwritten Offerings. (a) Underwriting\nAgreement. In any offering by Unocal pursuant to a registration requested under\nSections 6.1(a) or 6.2(a), TBI shall enter into a standard form of underwriting\nagreement which shall be reasonably satisfactory in form and substance to TBI\nand Unocal and the underwriters and which shall contain representations,\nwarranties and agreements (including indemnification agreements to the effect\nand consistent with that provided in Section 6.8 hereof) as are usually and\ncustomarily included by an issuer in underwriting agreements with respect to\nprimary distributions. Unocal shall be a party to such underwriting agreement\nand may, at its option, require that any or all of the representations and\nwarranties by, and the other agreements on the part of, TBI to and for the\nbenefit of such underwriters shall also be made to and for the benefit of\nUnocal and that any or all of the conditions precedent to the obligations of\nsuch underwriters under such underwriting agreement be conditions precedent to\nthe obligations of Unocal.\n\n         (b) Condition to Participation and Qualifications to Obligations Under\nRegistration Covenants. The obligations of TBI to use commercially reasonable\nefforts to cause Registrable Securities to be registered under the Securities\nAct are subject to each of the conditions that Unocal may not participate in\nany underwritten offering hereunder unless Unocal (a) agrees to sell\nRegistrable Securities on the basis provided in any underwriting arrangements\napproved by the persons entitled hereunder to approve such arrangements and (b)\ncompletes and executes all questionnaires, powers of attorney, underwriting\nagreements and other documents reasonably required under the terms of such\nunderwriting arrangements.\n\n                  Section 6.8 Indemnification. (a) By TBI. In the event of any \nregistration of any shares of Registrable Securities under the Securities Act,\nTBI will, and hereby does, indemnify and\n\n\n                                      -16-\n\n\n\n\n\nhold harmless, to the fullest extent permitted by law, Unocal, its directors\nand officers, each other person who participates as an underwriter in the\noffering or sale of such securities and each other person, if any, who controls\nany such underwriter within the meaning of the Securities Act, against any and\nall losses, claims, damages, liabilities and expenses, joint or several, (or\nactions or proceedings, whether commenced or threatened, in respect thereof) to\nwhich they or any of them may become subject under the Securities Act or any\nother statute or common law, including any amount paid in settlement of any\nlitigation, commenced or threatened, and to reimburse them for any legal or\nother expenses incurred by them in connection with investigating any claims and\ndefending any actions, insofar as any such losses, claims, damages,\nliabilities, expenses or actions arise out of or are based upon (i) any untrue\nstatement or alleged untrue statement of a material fact contained in the\nregistration statement relating to the sale of such securities or any\npost-effective amendment thereto or in any filing made in connection with the\nqualification of the offering under Blue Sky or other securities laws or\njurisdictions in which Registrable Securities are offered ('Blue Sky Filing'),\nor the omission or alleged omission to state therein or necessary in order to\nmake the statements therein, in light of the circumstances under which they\nwere made, not misleading or (ii) any untrue statement or alleged untrue\nstatement of a material fact contained in any preliminary prospectus, if used\nprior to the effective date of such registration statement (unless such\nstatement is corrected in the final prospectus and TBI has previously furnished\ncopies thereof to Unocal and the underwriters), or contained in the final\nprospectus (as amended or supplemented if TBI shall have filed with the\nCommission, and furnished to Unocal and the underwriters of such offering\ncopies thereof, prior to the written confirmation of any sale to the person\nasserting liability, any amendment thereof or supplement thereto) if used\nwithin the period during which TBI is required to keep the registration\nstatement to which such prospectus relates current, or the omission or alleged\nomission to state therein (if so used) a material fact necessary in order to\nmake the statements therein, in light of the circumstances under which they\nwere made, not misleading; provided, however, that the indemnification\nagreement contained herein shall not (i) apply to such losses, claims, damages,\nliabilities, expenses or actions arising out of, or based upon, any such untrue\nstatement or alleged untrue statement, or any such omission or alleged\nomission, if such statement or omission was made in reliance upon and in\nconformity with written information furnished to TBI by Unocal or such\nunderwriter specifically for use in connection with preparation of the\nregistration statement, any preliminary prospectus or final prospectus\ncontained in the registration statement, any such amendment or supplement\nthereto or any Blue Sky Filing or (ii) inure to the benefit of any underwriter\nor any person controlling such underwriter, to the extent that any such loss,\nclaim, damage, liability (or action or proceeding in respect thereof) or\nexpense arises out of such person's failure to send or give a copy of the final\nprospectus, as the same may be then supplemented or amended, to the person\nasserting an untrue statement or alleged untrue statement or omission or\nalleged omission at or prior to the written confirmation of the sale of\nRegistrable Securities to such person if such statement or omission was\ncorrected in such final prospectus. Such indemnity shall remain in full force\nand effect regardless of any investigation made by or on behalf of such seller\nor any such director, officer or controlling person and shall survive the\ntransfer of such securities by such seller.\n\n\n\n                                      -17-\n\n\n\n\n\n         (b) By Unocal. TBI may require, as a condition to including any TBI\nCommon Stock in any registration statement filed pursuant to Section 6.1 or\n6.2, that TBI shall have received an undertaking satisfactory to it from\nUnocal, to indemnify and hold harmless (in the same manner and to the same\nextent as set forth in Section 6.8(a)) TBI, each director of TBI, each officer\nof TBI and each other person, if any, who controls TBI within the meaning of\nthe Securities Act, each other person who participates as an underwriter in the\noffering or sale of such securities and each other person, if any, who controls\nany such underwriter within the meaning of the Securities Act with respect to\nany untrue statement or alleged untrue statement in, or omission or alleged\nomission from, such registration statement, any preliminary prospectus or final\nprospectus contained therein, or any amendment or supplement thereto, if such\nstatement or omission was made in reliance upon and in conformity with written\ninformation furnished to TBI by Unocal relating to Unocal specifically for use\nin the preparation of such registration statement, preliminary prospectus,\nfinal prospectus, amendment or supplement. Such indemnity shall remain in full\nforce and effect, regardless of any investigation made by or on behalf of TBI\nor any such director, officer or controlling person and shall survive the\ntransfer of such securities by such seller. In no event shall any indemnity\npaid by Unocal to TBI pursuant to this Section 6.8(b), or otherwise, exceed the\nproceeds received by Unocal in such offering.\n\n         (c) Notices of Claims, etc. Promptly after receipt by an indemnified\nparty of notice of the commencement of any action or proceeding involving a\nclaim referred to in Sections 6.8(a) or 6.8(b), such indemnified party will, if\na claim in respect thereof is to be made against an indemnifying party, give\nwritten notice to the latter of the commencement of such action, provided that\nthe failure of any indemnified party to give notice as provided herein shall\nnot relieve the indemnifying party of its obligations under Section 6.8(a) or\n6.8(b), as the case may be, except to the extent that the indemnifying party is\nactually prejudiced by such failure to give notice. In case any such action is\nbrought against an indemnified party, the indemnifying party shall be entitled\nto participate in and, unless in such indemnified party's reasonable judgment a\nconflict of interest between such indemnified and indemnifying parties may\nexist in respect of such claim, to assume the defense thereof, jointly with any\nother indemnifying party similarly notified to the extent that it may wish,\nwith counsel reasonably satisfactory to such indemnified party, and after\nnotice from the indemnifying party to such indemnified party of its election so\nto assume the defense thereof, the indemnifying party shall not be liable to\nsuch indemnified party for any legal or other expenses subsequently incurred by\nthe latter in connection with the defense thereof other than reasonable costs\nof investigation. In the event that the indemnifying party advises an\nindemnified party that it will contest a claim for indemnification hereunder,\nor fails, within 30 days of receipt of any indemnification notice to notify, in\nwriting, such person of its election to defend, settle or compromise, at its\nsole cost and expense, any action, proceeding or claim (or discontinues its\ndefense at any time after it commences such defense), then the indemnified\nparty may, at its option, defend, settle or otherwise compromise or pay such\naction or claim. In any event, unless and until the indemnifying party elects\nin writing to assume and does so assume the defense of any such claim,\nproceeding or action, the indemnified party's costs and expenses arising out of\nthe defense, settlement or compromise of any such action, claim or proceeding\nshall be losses subject to indemnification hereunder. The indemnified party\nshall cooperate fully with the indemnifying party\n\n\n                                      -18-\n\n\n\n\n\nin connection with any negotiation or defense of any such action or claim by\nthe indemnifying party and shall furnish to the indemnifying party all\ninformation reasonably available to the indemnified party which relates to such\naction or claim. The indemnifying party shall keep the indemnified party fully\napprised at all times as to the status of the defense or any settlement\nnegotiations with respect thereto. If the indemnifying party elects to defend\nany such action or claim, then the indemnified party shall be entitled to\nparticipate in such defense with counsel of its choice at its sole cost and\nexpense. If the indemnifying party does not assume such defense, the\nindemnified party shall keep the indemnifying party apprised at all times as to\nthe status of the defense; provided, however, that the failure to keep the\nindemnifying party so informed shall not affect the obligations of the\nindemnifying party hereunder. No indemnifying party shall be liable for any\nsettlement of any action, claim or proceeding effected without its written\nconsent; provided, however, that the indemnifying party shall not unreasonably\nwithhold, delay or condition its consent. No indemnifying party shall, without\nthe consent of the indemnified party, consent to entry of any judgment or enter\ninto any settlement which does not include as an unconditional term thereof the\ngiving by the claimant or plaintiff to such indemnified party of a release from\nall liability in respect to such claim or litigation.\n\n         (d) Contribution. If the indemnification provided for in or pursuant\nto Section 6.8(a) or 6.8(b) is due in accordance with the terms thereof, but is\nheld by a court to be unavailable or unenforceable in respect of any losses,\nclaims, damages, liabilities or expenses referred to therein, then each\napplicable indemnifying party, in lieu of indemnifying such indemnified party,\nshall contribute to the amount paid or payable by such indemnified person as a\nresult of such losses, claims, damages, liabilities or expenses in such\nproportion as is appropriate to reflect the relative fault of the indemnifying\nparty on the one hand and of the indemnified party on the other in connection\nwith the statements or omissions which resulted in such losses, claims,\ndamages, liabilities or expenses as well as any other relevant equitable\nconsiderations. The relative fault of the indemnifying party on the one hand\nand of the indemnified person on the other shall be determined by reference to,\namong other things, whether the untrue or alleged untrue statement of a\nmaterial fact or the omission or alleged omission to state a material fact\nrelates to information supplied by the indemnifying party or by the indemnified\nparty, by such party's relative intent, knowledge, access to information and\nopportunity to correct or prevent such statement, or omission. In no event\nshall the liability of Unocal be greater in amount than the amount of proceeds\nreceived by Unocal upon such sale.\n\n                  Section 6.9 Third Party Registration Rights. TBI will not\nhereafter grant any registration rights to third parties which are prior to or\npari passu with the registration rights afforded Unocal hereunder, without\nUnocal's prior written consent.\n\n\n\n                                      -19-\n\n\n\n\n\n                                  ARTICLE VII\n\n                                 MISCELLANEOUS\n\n                  Section 7.1 Injunctive Relief. Each party acknowledges and\nagrees that the other party could be irreparably damaged in the event any of\nthe provisions of this Agreement were not performed by the party required to\nperform the same in accordance with their specific terms or were otherwise\nbreached. Each party accordingly agrees that the other party shall be entitled\nto an injunction or injunctions to prevent breaches of the provisions of this\nAgreement in any court of the United States or any state thereof having\njurisdiction, in addition to any remedy to which a party may be entitled at law\nor equity.\n\n                  Section 7.2 Severability. If any term, provision, covenant or\nrestriction of this Agreement is held by a court of competent jurisdiction to\nbe invalid, void, or unenforceable, the remainder of the terms, provisions,\ncovenants and restrictions shall remain in full force and effect and shall in\nno way be affected, impaired or invalidated. It is hereby stipulated and\ndeclared to be the intention of the parties that they would have executed the\nremaining terms, provisions, covenants and restrictions without including any\nof such which may be hereafter declared invalid, void or enforceable.\n\n                  Section 7.3 Amendments. This Agreement contains the entire\nunderstanding of the parties with respect to TBI Common Stock, and may be\namended only by an agreement in writing signed by the parties hereto.\n\n                  Section 7.4 Descriptive Headings. Descriptive headings are \nfor convenience only and shall not control or affect the meaning or\nconstruction of any provision of this Agreement.\n\n                  Section 7.5 Counterparts. For the convenience of the parties,\nany number of counterparts of this Agreement may be executed by one or more\nparties hereto and each such executed counterpart shall be, and shall be deemed\nto be, an original instrument.\n\n                  Section 7.6 Notices. All notices, consents, requests,\ninstructions, approvals and other communications provided for herein and all\nlegal process in regard hereto shall be validly given, made or served, if in\nwriting and delivered personally, by facsimile transmission (except for legal\nprocess) or sent by registered mail, postage prepaid, if to:\n\n                  To Unocal:\n\n                  Union Oil Company of California\n                  14141 Southwest Freeway\n                  Sugar Land, Texas 77478\n                  Fax No. (281) 287-5170\n                  Attention: Director, Business Development\n\n\n                                      -20-\n\n\n\n\n\n                  with a copy to:\n\n                  Union Oil Company of California\n                  d.b.a. Spirit Energy 76\n                  14141 Southwest Freeway\n                  Sugar Land, Texas 77478\n                  Fax No. (281) 287-7376\n                  Attention: Vice President and General Counsel\n\n                  To TBI:\n\n                  Tom Brown, Inc.\n                  555 17th St., Suite 1850\n                  Denver, Colorado 80202\n                  Fax No.: 303-260-5001\n                  Attention: General Counsel\n\nor to such other address and facsimile numbers as any part hereto may, from\ntime to time, designate in a written notice given in a like manner. Notice\ngiven by facsimile transmission shall be deemed delivered on the day the sender\nreceives facsimile transmission confirmation that such notice was received at\nthe facsimile number of the addressee. Notice given by mail as set out above\nshall be deemed delivered three days after the date the same is postmarked.\n\n                  Section 7.7 Law Applicable. This Agreement shall be governed\nby and construed and enforced in accordance with the laws of the State of Texas\n(without regard to the principles of conflicts of law thereof).\n\n                  Section 7.8 Successors and Assigns. This Agreement shall be\nbinding upon and inure to the benefit of and be enforceable by Unocal and TBI\nand their respective successors and assigns.\n\n                  IN WITNESS WHEREOF, the parties have caused this Agreement to\nbe duly executed by their respective officers, each of whom is duly and validly\nauthorized and empowered, all as of the day and year first above written.\n\n                                              TOM BROWN, INC.\n\n\n\n                                              By:  \/s\/ PETER R. SHCERER\n                                                 ------------------------------\n                                              Name:    Peter R. Scherer\n                                              Title:   Executive Vice President\n\n\n\n\n                                              UNION OIL COMPANY OF CALIFORNIA\n\n\n\n                                              By:  \/s\/ ROBERT C. GNAGY          \n                                                 ------------------------------\n                                              Name:    Robert C. Gnagy\n                                              Title:   Attorney-In-Fact\n\n\n\n                                      -21-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6962,9186],"corporate_contracts_industries":[9409],"corporate_contracts_types":[9632,9629],"class_list":["post-43935","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-brown-tom-inc","corporate_contracts_companies-unocal-corp","corporate_contracts_industries-energy__exploration","corporate_contracts_types-securities__registration","corporate_contracts_types-securities"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43935","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=43935"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43935"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43935"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43935"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}