Common use of Registration of Shares Clause in Contracts

Registration of Shares. (i) As soon as reasonably practicable, but in no event later than June 30, 2013, the Company shall, at its expense, file, with the SEC, a Form S-3 registration statement under the Act covering the resale, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, after the date such registration statement is initially filed with the SEC and shall use its best efforts to cause such registration statement (or, to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant hereto.

Registration of Shares. (i) As soon as reasonably practicable, but in no event later than June 30, 2013, the Company shall, at its expense, file, with the SEC, a Form S-3 registration statement under the Act covering the resale, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act that as soon as reasonable practicable after the closing of its initial Business Combination, it shall use its best efforts to file as soon as practicable, but in no event later than 45 days, business days after the date such closing of our initial business combination, with the Securities and Exchange Commission a registration statement is initially filed with for the SEC registration, under the Act, of the Shares issuable upon exercise of the Warrants, and it shall use its best efforts to cause take such registration statement (oraction as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the Shares issuable upon exercise of the Warrants, to the extent applicablean exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a replacement registration statement filed current prospectus relating thereto, until the expiration of the Warrants in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously effective under the Act until such time as provisions of this Warrant and all Warrant Shares issued hereunder have been sold pursuant to Agreement. If any such registration statement(s) or pursuant statement has not been declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other period when the Company shall fail to Rule 144 (or any successor theretohave maintained an effective registration statement covering the Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (xwhich shall be an outside law firm with securities law experience) cause amendments to each such registration statement stating that (or to i) the related prospectus(es)) exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be filed to the extent necessary to comply with registered under the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (yii) promptly notify Warrantholder when any the Shares issued upon such amendment exercise will be freely tradable under U.S. federal securities laws by anyone who is required not an affiliate (without disclosing to Warrantholder any material non-public information relating to as such term is defined in Rule 144 under the Act) of the Company or its securities)and, accordingly, will not be required to bear a restrictive legend. Notwithstanding anything to For the contrary herein, upon the occurrence or existence avoidance of any pending corporate development thatdoubt, in the reasonable discretion unless and until all of the Company, makes it appropriate to suspend the availability of any such registration statementWarrants have been exercised on a cashless basis, the Company shall have the right, by notice continue to Warrantholder, be obligated to cause Warrantholder to (and, upon comply with its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement obligations under the Act first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or pursuant to Rule 144 (or any successor thereto) thereunder, deleted without the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies prior written consent of the SEC, to be included in any registration statement filed pursuant heretoRepresentatives.

Registration of Shares. (i) As soon as reasonably practicable, but in no event later than June 30, 2013, the Company shall, at its expense, file, with the SEC, a Form S-3 registration statement under the Act covering the resale, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act that as soon as reasonable practicable, but in no event later than 45 days, practicable after the date such registration statement is initially filed with the SEC and closing of its initial Business Combination, it shall use its best efforts to cause such file with SEC a registration statement (orfor the registration, under the Act, of the Shares issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the Shares issuable upon exercise of the Warrants, to the extent applicablean exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a replacement registration statement filed current prospectus relating thereto, until the expiration of the Warrants in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously effective under the Act until such time as provisions of this Warrant and all Warrant Shares issued hereunder have been sold pursuant to Agreement. If any such registration statement(s) or pursuant statement has not been declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon such registration statement being declared effective by SEC, and during any other period when the Company shall fail to Rule 144 (or any successor theretohave maintained an effective registration statement covering the Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (xwhich shall be an outside law firm with securities law experience) cause amendments to each such registration statement stating that (or to i) the related prospectus(es)) exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be filed to the extent necessary to comply with registered under the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (yii) promptly notify Warrantholder when any the Shares issued upon such amendment exercise will be freely tradable under U.S. federal securities laws by anyone who is required not an affiliate (without disclosing to Warrantholder any material non-public information relating to as such term is defined in Rule 144 under the Act) of the Company or its securities)and, accordingly, will not be required to bear a restrictive legend. Notwithstanding anything to For the contrary herein, upon the occurrence or existence avoidance of any pending corporate development thatdoubt, in the reasonable discretion unless and until all of the Company, makes it appropriate to suspend the availability of any such registration statementWarrants have been exercised on a cashless basis, the Company shall have the right, by notice continue to Warrantholder, be obligated to cause Warrantholder to (and, upon comply with its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement obligations under the Act first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or pursuant to Rule 144 (or any successor thereto) thereunder, deleted without the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies prior written consent of the SEC, to be included in any registration statement filed pursuant heretoRepresentative.

Registration of Shares. (a) The Company shall, before the later of (i) As 20 days after the SEC declares effective the Company's Form S-3 registration statement for the resale of the Common Stock issued by the Company in exchange for its Series B Convertible Participating Preferred Stock, and (ii) 45 days following the Closing, prepare and file with the SEC a registration statement on Form S-1 under the Securities Act covering the resale of the Shares by the Investor (subject to Section 4.1(g), the "Registration Statement"), and corresponding applications for registration under the blue sky laws of any states for which the Investor reasonably requests in writing to the Company that the Company obtain such blue-sky registration (it being understood that in the vast majority of states no such registration is legally required, due to the Company's Nasdaq National Market listing or other reasons). The Company shall use its reasonable diligent efforts to obtain effectiveness of the Registration Statement and such blue sky registrations as soon thereafter as reasonably practicable, but and in no any event later than June 30, 2013, within 90 days after the Company shall, at its expense, file, initial filing of the Registration Statement with the SEC, a Form S-3 registration statement under the Act covering the resale, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, after the date such registration statement is initially filed with the SEC and shall use its best efforts to cause keep the Registration Statement and such registration statement blue sky registrations effective after that. Notwithstanding the foregoing, the Company will only be required to maintain the effectiveness of the Registration Statement and such blue sky registrations until the earlier of (ora) such time as all of the Shares have been disposed of by the Investor, or (b) such date on which the Investor may legally dispose of all of the Shares held by it in one transaction in the open market pursuant to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6144(k) under the Act or otherwise) to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto)Securities Act. The Company shall (x) also cause amendments to each such registration statement (or to the related prospectus(es)) Shares to be filed listed on the Nasdaq National Market and on any stock exchange on which the Common Stock may from time to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; time be listed. The Company shall pay all fees and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to expenses incurred by the Company or its securities). Notwithstanding anything to in connection with preparing, filing, prosecuting and updating the contrary hereinRegistration Statement, upon the occurrence or existence of any pending corporate development thatsuch blue sky applications and registrations, in the reasonable discretion and such listing, including all registration and filing fees, listing fees, printing expenses, and fees and disbursements of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant 's counsel and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant heretoaccountants.

Registration of Shares. (ia) As soon as reasonably practicable, but in no event later than June 30, 2013, the Company shall, at its expense, file, with the SEC, a Form S-3 registration statement under the Act covering the resale, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, after the date such registration statement is initially filed with the SEC and shall use its best efforts to cause such registration statement (or, to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant hereto.

Registration of Shares. Promptly after the execution of this Agreement, the Company will enter into a customary registration rights agreement for the benefit of the holders that will be issued shares of Common Stock in exchange for the Waiver (i) As the “Eligible Holders”), which will provide that at such time as the Company becomes eligible to use a short form registration statement on Form S-3 or any successor form, upon written request from Eligible Holders holding a majority of the shares of Common Stock issued in exchange for the Waiver, the Company shall use commercially reasonable efforts to file a shelf registration statement as soon as reasonably practicable, but in no event later than June 3030 days after such written notice is delivered, 2013, registering the Company shall, at its expense, file, with resale of the SEC, a Form S-3 registration statement under Shares by the Act covering the resale, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis Eligible Holders thereof pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (Securities Act and its counsel) with a reasonable opportunity to review and provide comments to the have such shelf registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become declared effective under the Act as soon as reasonable practicable. So long as any Eligible Holder owns Shares, but in no event later than 45 days, after the date such Company will file any amendments and/or supplements to the shelf registration statement is initially filed with the SEC and shall use its best efforts to cause such registration statement (or, to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Securities Act or otherwise) covering the sale of the Shares by the Eligible Holder, and supplement and keep current any prospectus forming a part of such shelf registration statement, as may be necessary to be continuously effective under permit the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Securities Act or and the rules and regulations thereunder through the second anniversary of the issue date of the Shares. The Company’s obligation to prevent any such file the shelf registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to keep it current shall depend on the Company or its securities)receiving from the Eligible Holders in writing such information regarding the Eligible Holders and the distribution of the Shares as the Company may, from time to time, reasonably request. Notwithstanding anything to the contrary herein, upon the occurrence Company may delay or existence of any pending corporate development that, in suspend the reasonable discretion effectiveness of the Company, makes it appropriate to suspend the availability of any such shelf registration statement, for a reasonable period of time, but not in excess of an aggregate of 60 days in any calendar year, if the Company shall have provides to the rightEligible Holders a certificate executed by the chief executive officer of the Company certifying that the Board of Directors of the Company has determined reasonably and in good faith that the initial effectiveness of the shelf registration statement or the continuing effectiveness thereof would require the disclosure of material, by notice non-public information that would be detrimental to Warrantholderthe Company if so disclosed or would otherwise materially adversely affect a financing, to cause Warrantholder to (andacquisition, upon its receipt of such noticedisposition, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period merger or 75 days in the aggregate in any twelve-month periodother material transaction. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective shelf registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunderis declared effective, the Company covenants Eligible Holders shall also be granted “piggyback” registration rights with respect to timely file all reports required to be filed any registration proposed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement of its Common Stock (other than on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant heretoForms S-8 or S-4).

Registration of Shares. (i) As The Company agrees that as soon as reasonably practicable after the closing of its initial Business Combination, it shall use its best efforts to file as soon as practicable, but in no event later than June 30, 2013, forty-five (45) business days after the Company shall, at its expense, fileclosing of our initial business combination, with the SEC, Securities and Exchange Commission a Form S-3 registration statement under for the Act covering the resaleregistration, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide , of the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to Shares issuable upon exercise of the registration statement in advance of filing with the SECWarrants, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, after the date such registration statement is initially filed with the SEC and it shall use its best efforts to cause take such registration statement (oraction as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the Shares issuable upon exercise of the Warrants, to the extent applicablean exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a replacement registration statement filed current prospectus relating thereto, until the expiration of the Warrants in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously effective under the Act until such time as provisions of this Warrant and all Warrant Shares issued hereunder have been sold pursuant to Agreement. If any such registration statement(s) or pursuant statement has not been declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other period when the Company shall fail to Rule 144 (or any successor theretohave maintained an effective registration statement covering the Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (xwhich shall be an outside law firm with securities law experience) cause amendments to each such registration statement stating that (or to i) the related prospectus(es)) exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be filed to the extent necessary to comply with registered under the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (yii) promptly notify Warrantholder when any the Shares issued upon such amendment exercise will be freely tradable under U.S. federal securities laws by anyone who is required not an affiliate (without disclosing to Warrantholder any material non-public information relating to as such term is defined in Rule 144 under the Act) of the Company or its securities)and, accordingly, will not be required to bear a restrictive legend. Notwithstanding anything to For the contrary herein, upon the occurrence or existence avoidance of any pending corporate development thatdoubt, in the reasonable discretion unless and until all of the Company, makes it appropriate to suspend the availability of any such registration statementWarrants have been exercised on a cashless basis, the Company shall have the right, by notice continue to Warrantholder, be obligated to cause Warrantholder to (and, upon comply with its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement obligations under the Act first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or pursuant to Rule 144 (or any successor thereto) thereunder, deleted without the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies prior written consent of the SEC, to be included in any registration statement filed pursuant heretoRepresentatives.

Registration of Shares. (i) As soon as reasonably practicablepracticable after the Company becomes eligible to register the offer and sale of its securities on a registration statement on Form S-3 under the Act, but in no event later than June 30, 2013then one (1) month thereafter, the Company shall, at its expense, file, with the SEC, a Form S-3 registration statement under the Act covering the resale, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 90 days, after the date such registration statement is initially filed with the SEC and shall use its best efforts to cause such registration statement (or, to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant hereto.

Registration of Shares. (a) The Company agrees that, within thirty (30) calendar days following the Closing Date, the Company will submit to or file with the Commission (at the Company’s sole cost and expense) a registration statement (the “Registration Statement”) registering the resale of the Conversion Shares underlying the Preferred Shares and the Company shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but in any event no later than the earlier of (1) ninety (90) calendar days following the Closing Date (or one hundred twenty (120) calendar days after the Closing Date if the Registration Statement is reviewed by, and comments thereto are provided by, the Commission) and (2) the tenth (10th) calendar day after the date the Company is notified orally or in writing by the staff of the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review (the earlier of clauses (1) or (2), the “Effectiveness Deadline”); provided, however, that (i) As soon as reasonably practicableif the Effectiveness Deadline falls on a Saturday, but Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business and (ii) if the Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be extended by the same number of Business Days that the Commission remains closed. The Company will use its commercially reasonable efforts to provide a draft of the Registration Statement to the Subscriber for review at least two (2) Business Days in advance of the filing of the Registration Statement. In no event later than June 30shall the Subscriber be identified as a statutory underwriter in the Registration Statement unless in response to a comment or request from the staff of the Commission or another regulatory agency; provided, 2013however, that if the Commission requests that the Subscriber be identified as a statutory underwriter in the Registration Statement, the Subscriber will have an opportunity to withdraw from the Registration Statement. Notwithstanding the foregoing, if the Commission prevents the Company shall, at its expense, file, with from including any or all of the SEC, a Form S-3 registration statement shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act covering for the resale, by Warrantholder, resale of this Warrant and the Warrant Conversion Shares underlying this Warrant on a delayed and continuous basis pursuant the Preferred Shares by the applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Conversion Shares underlying the Preferred Shares which is equal to Rule 415 under the Actmaximum number of Conversion Shares underlying the Preferred Shares as is permitted by the Commission. In such event, the number of Conversion Shares underlying the Preferred Shares, or other shares to be registered for each selling stockholder named in the Registration Statement, shall be reduced pro rata among all such selling stockholders. The Company agrees that, except for such times as the Company is permitted hereunder to provide suspend the Warrantholder (and use of the prospectus forming part of the Registration Statement, the Company will use its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement Registration Statement to become remain effective with respect to each Subscriber until the earliest to occur of (i) two (2) years from the effective date of such Registration Statement, (ii) the date on which Subscriber ceases to hold any Company Shares issued pursuant to this Subscription Agreement and covered by such Registration Statement and (iii) the first date on which such Subscriber can sell all of its Conversion Shares underlying the Preferred Shares issued pursuant to this Subscription Agreement (or securities received in exchange therefor) and covered by such Registration Statement under Rule 144 without limitation as to the Act manner of sale or the amount of such securities that may be sold and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) (or Rule 144(i)(2), if applicable) (the earliest of clauses (i), (ii) and (iii), the “End Date”). Prior to the End Date, the Company will use commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonable reasonably practicable, but in no event later than 45 days, after the date such registration statement is initially filed with the SEC and shall . The Company will use its best commercially reasonable efforts to (x) deliver all the necessary documentation to cause such registration statement the Company’s transfer agent to remove all restrictive legends from any Registrable Securities (or, to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5as defined below) and (6) being sold under the Act or otherwise) to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) Registration Statement or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each at the time of sale of such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; Registrable Securities, and (y) promptly notify Warrantholder when any such amendment is required (without disclosing cause its legal counsel to Warrantholder any material non-public information relating deliver the necessary legal opinions, if any, to the Company or its securities). Notwithstanding anything to transfer agent in connection with the contrary herein, instruction under subclause (x) upon the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such noticesupporting documentation, Warrantholder shall) suspend sales if any, as reasonably requested by such counsel. The Company will use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, reasonably necessary to enable Holder to resell Registrable Securities pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period Registration Statement or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant when Rule 144 becomes available to the Act Subscribers), as applicable, and update or amend the related rules and policies of the SEC, Registration Statement as necessary to be included in any registration statement filed pursuant hereto.include Registrable Securities. “

Registration of Shares. (i) As soon The Company shall use its reasonable best efforts to prepare and file as reasonably practicable, but in no event later than June 30, 2013, promptly as practicable after the Company shall, at its expense, file, date hereof with the SEC, SEC a registration statement on Form S-3 registration statement under with respect to the Act covering Shares issuable upon the resale, by Warrantholder, exercise of this Warrant (the “Registration Statement”) and to effect all such registrations, qualifications and compliances (including, without limitation, obtaining appropriate qualifications under applicable state securities or “blue sky” laws and compliance with any other applicable governmental requirements or regulations) as the Warrant Holder hereof may reasonably request and that would permit or facilitate the sale of such Shares underlying this Warrant on in the open market (provided, however, that the Company shall not be required in connection therewith to qualify to do business or to file a delayed and continuous basis pursuant general consent to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement service of process in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shallstate or jurisdiction), at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, after the date such registration statement is initially filed with the SEC and shall use its reasonable best efforts so that such Registration Statement and all other such registrations, qualifications and compliances may become effective no later than 120 days following the date hereof. Notwithstanding the foregoing, the Company shall not be obligated to effect an underwritten registration statement. The Company will use its reasonable best efforts to cause such registration statement (ormaintain the effectiveness of the Registration Statement and other applicable registrations, to qualifications and compliances for a period of eighteen months following the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under earlier of Expiration Date or the Act or otherwise) to be continuously effective under the Act until such time as date upon which Holder has fully exercised this Warrant (the “Registration Effective Period”), and all Warrant Shares issued hereunder have been sold pursuant from time to such registration statement(s) time will amend or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to supplement the related prospectus(es)) to be filed Registration Statement and the prospectus contained therein as and to the extent necessary to comply with the Securities Act of 1933, as amended (the “Act”), the Securities and Exchange Act of 1934, as amended and any applicable state securities statute or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating regulation, subject to the Company or its securities)following limitations and qualifications. Upon the exercise of this Warrant following the date on which the Registration Statement is first declared effective, the Holders will be permitted (subject in all cases to compliance with the prospectus delivery requirements of the Act) to offer and sell the Shares issued upon the exercise of this Warrant during the Registration Effective Period in the manner described in the Registration Statement, provided that the Registration Statement remains effective and has not been suspended. Notwithstanding anything to the contrary herein, upon the occurrence or existence any other provision of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statementthis Warrant, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to right at any time (and, upon its receipt but only five times during the term of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in this Agreement and no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate more than three times in any twelve-month period) to require that the Holder hereof suspend further open market offers and sales of the Shares issued upon exercise of this Warrant whenever, and only if, in the reasonable good faith judgment of the Company after receipt of advice from outside counsel there is or there is reasonably likely to be in existence material undisclosed information or events with respect to the Company (the “Suspension Right”). Until In the event the Company exercises the Suspension Right, such suspension will continue only for the period of time reasonably necessary for disclosure to occur at a time that is not detrimental to the Company or its stockholders or until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act information or pursuant to Rule 144 event is no longer material (or any successor thereto) thereunderbut in no event more than 30 days), the Company covenants to timely file all reports required to be filed each as determined in good faith by the Company under after receipt of advice from outside counsel. The Company will promptly give the 1934 Act in Holders notice of any such a manner so as suspension and will use all reasonable efforts to prevent minimize the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies length of the SEC, to be included in any registration statement filed pursuant heretosuspension.

Registration of Shares. (ia) As soon as reasonably practicablepracticable after the Company becomes eligible to register the offer and sale of its securities on a registration statement on Form S-3 under the Act, but in no event later than June 30, 2013then one (1) month thereafter, the Company shall, at its expense, file, with the SEC, a Form S-3 registration statement under the Act covering the resale, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 90 days, after the date such registration statement is initially filed with the SEC and shall use its best efforts to cause such registration statement (or, to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant hereto.

Registration of Shares. (i) As soon as reasonably practicable, but in no event Not later than June 30, 2013ninety (90) days following the Closing Date (the "Demand Registration Date"), the Company shall, at its expense, file, with the SEC, shall cause to become effective a Form S-3 registration statement under the Securities Act covering registering for resale all of the resale, by Warrantholder, Common Stock and registering for issuance all of this Warrant and the Warrant Shares shares of common stock underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the ActWarrant. The Company agrees will bear all registration expenses, including, but not limited to, any underwriting discounts and commissions attributable to provide the Warrantholder (sale of the shares of the undersigned, of all registrations of the securities owned by the undersigned. If the Company intends to distribute any of the registered shares of the undersigned and/or any other shareholder and/or the Company pursuant to the underwriting and the underwriter advises the Company in writing that marketing factors require a limitation of shares to be underwritten, the number of shares of the undersigned to be included in such underwriting shall not be reduced, pro rata or otherwise, unless all other securities are first entirely excluded from the underwriting or upon receipt of the written consent of the undersigned waiving such right, which consent may be withheld for any or no reason. If despite the best efforts of the Company, the total number of shares requested by the undersigned to be registered cannot be so included, the Company shall purchase from the undersigned that number of shares which was unable to be included in the underwritten offering at the price per share received in this offering. If the Company shall furnish to the undersigned a certificate signed by the President of the Company providing that in the good faith judgement of the Board of Directors of the Company, it would be seriously detrimental to the Company and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause stockholders for such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, after the date such registration statement is initially filed with the SEC and shall use its best efforts to cause such registration statement (or, to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed and it is therefore essential to deter the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission filing of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the rightright to defer taking action with respect to such filing for a period not to exceed ninety (90) days following the Demand Registration Date; provided, however, in the event that the Company shall fail to have a registration statement declared effective by notice to Warrantholderthe United States Securities and Exchange Commission ("SEC") by the Demand Registration Date for any reasons whatsoever, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales including pursuant to any such registration statementthe terms of this paragraph, provided as compensation for the breach of the terms of this Agreement by the Company, the Company shall immediately transfer to the undersigned 200,000 shares of common stock of the Company. For each successive thirty (30) day period commencing on the Demand Registration Date that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder Company does not have been sold pursuant to an effective registration statement under filed with the Act or pursuant to Rule 144 (or any successor thereto) thereunderSEC, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant shall transfer to the Act and the related rules and policies undersigned an additional 200,000 shares of common stock of the SEC, Company. The Company shall not have the right to be included defer registration more than once in any registration statement filed pursuant heretotwelve (12) month period.

Registration of Shares. (i) As soon as reasonably practicable, Promptly after consummation of the Mergers but in no event later than June 30, 201330 days thereafter, the Company shall, at its expense, file, with the SEC, shall prepare and file a Form S-3 registration statement under the Act covering the resale, resale by Warrantholder, the Stockholder of this Warrant and the Warrant Option Shares underlying this Warrant for an offering to be made on a delayed and or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Company agrees to provide the Warrantholder (and shall use its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable best efforts to cause have such registration statement to become declared effective under by the Act Securities and Exchange Commission (the “SEC”) as soon as reasonable practicable, possible but in no event later than 45 days, the earlier of (i) 90 days after consummation of the date Mergers (or 120 days after consummation of the Mergers in the event that such registration statement is initially filed with subject to review by the SEC) and (ii) the 5th business day after the Company is notified (orally or in writing), whichever is earlier) by the SEC and that such registration statement will not be “reviewed” or will not be subject to further review. The Company shall use its reasonable best efforts to cause keep such registration statement (or, to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously effective under the Securities Act until such time as this Warrant and all Warrant of the Option Shares issued hereunder have been publicly sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto)by the Stockholder. The Company shall indemnify, defend and hold harmless the Stockholder, the officers, directors, agents, partners, members, managers, stockholders, affiliates, employees and investment advisers of each of them, each person who controls the Stockholder (x) cause amendments to each such registration statement within the meaning of Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended (or the “Exchange Act”)), to the related prospectus(es)fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable costs of preparation and investigation and reasonable attorneys' fees) and expenses, as incurred, that arise out of or are based upon (i) any untrue or alleged untrue statement of a material fact contained in any registration statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission to state a material fact required to be filed stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading, or (ii) any violation or alleged violation by the Company of the Securities Act, Exchange Act or any state securities law or any rule or regulation thereunder, in connection with the performance of its obligations under this Agreement, except to the extent necessary extent, but only to comply with the Act extent, that such untrue statements, alleged untrue statements, omissions or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public alleged omissions are based solely upon information relating regarding the Stockholder furnished in writing to the Company or its securities)by the Stockholder expressly for use therein. Notwithstanding anything to the contrary herein, upon the occurrence or existence Such indemnity shall remain in full force and effect regardless of any pending corporate development that, in investigation made by or on behalf of an indemnified party and shall survive the reasonable discretion transfer of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Option Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant heretoStockholder.

Registration of Shares. (i) As soon as reasonably practicable, but in no event Not later than June 30December 15, 20131999, the Company shall, at its expense, file, with the SEC, shall effect a Form S-3 registration statement under the Securities Act covering of all shares of common stock owned by the resale, by Warrantholder, of this Warrant undersigned and which the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant undersigned requests to Rule 415 under the Actbe registered. The Company agrees will bear all registration expenses (exclusive of underwriting discounts and commissions) of all registrations of the securities owned by the undersigned. If the Company intends to provide distribute any of the Warrantholder (registered shares of the undersigned and/or any other shareholder and/or the Company pursuant to an underwriting and the underwriter advises the Company in writing that marketing factors require a limitation of shares to be underwritten, the number of shares of the undersigned to be included in such underwriting shall not be reduced, pro rata or otherwise, unless all other securities are first entirely excluded from the underwriting or upon receipt of the written consent of the undersigned waiving such right, which consent may be withheld for any or no reason. If despite the best efforts of the Company, the total number of shares requested by the undersigned to be registered cannot be so included, the Company shall purchase from the undersigned that number of shares which was unable to be included in the underwritten offering at the price per share received in the offering. If the Company shall furnish to the undersigned a certificate signed by the Chief Executive Officer of the Company providing that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause stockholders for such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, after the date such registration statement is initially filed with the SEC and shall use its best efforts to cause such registration statement (or, to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed and it is therefore essential to defer the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission filing of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the rightright to defer taking action with respect to such filing for a period not to exceed ninety (90) days; provided, however, in the event that the Company shall fail to have a registration statement declared effective by notice to Warrantholderthe United States Securities and Exchange Commission ("SEC") by December 15, to cause Warrantholder to (and1999 for any reason whatsoever, upon its receipt of such notice, Warrantholder shall) suspend sales including pursuant to any such registration statementthe terms of this paragraph, provided as compensation for the breach of the terms of this Subscription Agreement by the Company, the Company shall immediately transfer to the undersigned 120,000 shares of common stock. For each successive thirty (30) day period commencing on December 16, 1999 that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder Company does not have been sold pursuant to an effective registration statement under filed with the Act or pursuant to Rule 144 (or any successor thereto) thereunderSEC, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant shall transfer to the Act and undersigned an additional 120,000 shares of common stock. The Company shall not have the related rules and policies of the SEC, right to be included defer registration more than once in any registration statement filed pursuant heretotwelve (12) month period.

Registration of Shares. (i) As soon as reasonably practicable, but in no event later than June 30, 2013, the Company shall, at its expense, file, with the SEC, a Form S-3 registration statement under the Act covering the resale, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act that as soon as reasonable practicable, but in no event later than 45 days, practicable after the date such registration statement is initially filed with the SEC and closing of its initial Business Combination, it shall use its best efforts to cause such file with SEC a registration statement (orfor the registration, under the Securities Act, of the Shares issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the Shares issuable upon exercise of the Warrants, to the extent applicablean exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a replacement registration statement filed current prospectus relating thereto, until the expiration of the Warrants in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously effective under the Act until such time as provisions of this Warrant and all Warrant Shares issued hereunder have been sold pursuant to Agreement. If any such registration statement(s) or pursuant statement has not been declared effective by the 90th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 91st day after the closing of the Business Combination and ending upon such registration statement being declared effective by SEC, and during any other period when the Company shall fail to Rule 144 (or any successor theretohave maintained an effective registration statement covering the Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (xwhich shall be an outside law firm with securities law experience) cause amendments to each such registration statement stating that (or to i) the related prospectus(es)) exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be filed to registered under the extent necessary to comply with the Securities Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (yii) promptly notify Warrantholder when any the Shares issued upon such amendment exercise will be freely tradable under U.S. federal securities laws by anyone who is required not an affiliate (without disclosing to Warrantholder any material non-public information relating to as such term is defined in Rule 144 under the Securities Act) of the Company or its securities)and, accordingly, will not be required to bear a restrictive legend. Notwithstanding anything to For the contrary herein, upon the occurrence or existence avoidance of any pending corporate development thatdoubt, in the reasonable discretion unless and until all of the Company, makes it appropriate to suspend the availability of any such registration statementWarrants have been exercised on a cashless basis, the Company shall have the right, by notice continue to Warrantholder, be obligated to cause Warrantholder to (and, upon comply with its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement obligations under the Act first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or pursuant to Rule 144 (or any successor thereto) thereunder, deleted without the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies prior written consent of the SEC, to be included in any registration statement filed pursuant heretoRepresentative.

Registration of Shares. (ia) As soon as reasonably practicable, but in no event later than June 30, 2013On or prior to the Filing Date, the Company shall, at its expense, file, shall prepare and file with the SEC, Commission a Form S-3 registration statement under the Act Registration Statement covering the resale, by Warrantholder, resale of this Warrant and all of the Warrant Shares underlying this Warrant for an offering to be made on a delayed and continuous basis pursuant to Rule 415, or if Rule 415 under is not available for offers or sales of the ActShares, for such other means of distribution of Shares as the Purchasers may specify. The Registration Statement required hereunder shall be on Form S-3 (except if the Company is not then eligible to register for resale the Shares on Form S-3, in which case the registration shall be on another appropriate form in accordance herewith). The Company agrees expects to provide be eligible by April 4, 2008 to register for resale the Warrantholder Shares on Form S-3. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective under the Securities Act as promptly as possible after the filing thereof, and shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act (including the filing of any necessary amendments, post-effective amendments and its counselsupplements) with a reasonable opportunity until such date when all of the Shares (i) have been sold or (ii) may be sold free of volume restrictions pursuant to review and provide comments Rule 144 promulgated under the Securities Act, as determined by the counsel to the registration statement in advance Company pursuant to a written opinion letter to such effect, addressed and reasonably acceptable to the Company’s transfer agent and the affected Purchasers. The Company shall as promptly as possible telephonically request effectiveness of filing the Registration Statement as of 5:00 pm Eastern Time on a Trading Day. The Company shall immediately notify the Purchasers via facsimile of the effectiveness of a Registration Statement on the same Trading Day that the Company telephonically confirms effectiveness with the SECCommission, and agrees to reasonably consider which shall be the inclusion date requested for effectiveness of changes in response to any such commentsthe Registration Statement. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under by 5:30 pm Eastern Time on the Act as soon as reasonable practicable, but in no event later than 45 days, Trading Day after the date such registration statement is initially filed day the Commission declares the Registration Statement effective, file a Rule 424(b) prospectus with the SEC and shall use its best efforts to cause such registration statement (or, to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant heretoCommission.

Registration of Shares. (i) As soon as reasonably practicable, but in no event later than June 30, 2013, the Company shall, at its expense, file, with the SEC, a Form S-3 registration statement under the Act covering the resale, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act that as soon as reasonable practicable, but in no event later than 45 days, practicable after the date such registration statement is initially filed with the SEC and closing of its initial Business Combination, it shall use its best efforts to cause such file with the Securities and Exchange Commission a registration statement (orfor the registration, under the Act, of the Shares issuable upon exercise of the Warrants, and it shall use its best efforts to take such action as is necessary to register or qualify for sale, in those states in which the Warrants were initially offered by the Company and in those states where holders of Warrants then reside, the Shares issuable upon exercise of the Warrants, to the extent applicablean exemption is not available. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a replacement registration statement filed current prospectus relating thereto, until the expiration of the Warrants in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously effective under the Act until such time as provisions of this Warrant and all Warrant Shares issued hereunder have been sold pursuant to Agreement. If any such registration statement(s) or pursuant statement has not been declared effective by the 60th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Securities and Exchange Commission, and during any other period when the Company shall fail to Rule 144 (or any successor theretohave maintained an effective registration statement covering the Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis” as determined in accordance with Section 3.3.1(c). The Company shall provide the Warrant Agent with an opinion of counsel for the Company (xwhich shall be an outside law firm with securities law experience) cause amendments to each such registration statement stating that (or to i) the related prospectus(es)) exercise of the Warrants on a cashless basis in accordance with this Section 7.4 is not required to be filed to the extent necessary to comply with registered under the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (yii) promptly notify Warrantholder when any the Shares issued upon such amendment exercise will be freely tradable under U.S. federal securities laws by anyone who is required not an affiliate (without disclosing to Warrantholder any material non-public information relating to as such term is defined in Rule 144 under the Act) of the Company or its securities)and, accordingly, will not be required to bear a restrictive legend. Notwithstanding anything to For the contrary herein, upon the occurrence or existence avoidance of any pending corporate development thatdoubt, in the reasonable discretion unless and until all of the Company, makes it appropriate to suspend the availability of any such registration statementWarrants have been exercised on a cashless basis, the Company shall have the right, by notice continue to Warrantholder, be obligated to cause Warrantholder to (and, upon comply with its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement obligations under the Act first three sentences of this Section 7.4. The provisions of this Section 7.4 may not be modified, amended, or pursuant to Rule 144 (or any successor thereto) thereunder, deleted without the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies prior written consent of the SEC, to be included in any registration statement filed pursuant heretoRepresentative.

Registration of Shares. In the case of Pledged Shares that are (i) As soon issued by an entity that is a reporting company under the Securities Exchange Act of 1934 and (ii) not freely tradeable (either based on prior registration or under Rule 144 or other exemption from registration), if Lender shall determine to exercise its right to sell or otherwise dispose of any or all of the Pledged Shares pursuant to this Section 10, and if in the opinion of counsel for Lender it is necessary to have the Pledged Shares, or that portion thereof to be sold, registered under the provisions of the Securities Act of 1933, as reasonably practicableamended (the “Securities Act”), but in no event later than June 30each Pledgor agrees to use its commercially reasonable best efforts (including exercising any registration rights or similar rights it might have with respect to the Pledged Shares) to cause the Issuer or Issuers of the Pledged Shares contemplated to be sold, 2013to execute and deliver, and cause the Company shalldirectors and officers of such Issuer to execute and deliver, all at its such Pledgor’s or the Issuer’s expense, fileall such instruments and documents, with and to do or cause to be done all such other acts and things as may be necessary or, in the SECreasonable opinion of Lender, a Form S-3 registration statement advisable to register such Pledged Shares under the provisions of the Securities Act covering the resale, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to cause the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement relating thereto to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, after and to remain effective for a period of nine (9) months from the date such registration statement is initially filed with the SEC became effective, and shall use its best efforts to cause such registration statement (or, to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously effective under the Act until such time as this Warrant and make all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each such registration statement (thereto or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act prospectus or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development both that, in the reasonable discretion opinion of Lender, are necessary or advisable, all in conformity with the requirements of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Securities Act and the related rules and policies regulations of the SECSecurities and Exchange Commission applicable thereto. Each Pledgor agrees to use its commercially reasonable best efforts to cause each issuer or issuer to comply with the provisions of the securities or “Blue Sky” laws of any jurisdiction which Lender shall designate and to cause such Issuer or Issuers to make available to its security holders, to be included in any registration as soon as practicable, an earnings statement filed pursuant heretowhich will satisfy the provisions of Section 11(a) of the Securities Act.

Registration of Shares. The Company will (i) As soon as reasonably practicable, but in no event later than June 30, 2013, the Company shall, at its expense, use best efforts to prepare and file, within 45 days after the Final Closing, a Registration Statement (the “Registration Statement”) with the SEC, a Form S-3 registration statement SEC to register resales under the Securities Act covering of the resale, by Warrantholder, of this Warrant Common Stock and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under Common Stock issuable upon the Act. The Company agrees to provide exercise of the Warrantholder Common Stock Warrants by the Subscriber, (and ii) use its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable best efforts to cause such registration statement the Registration Statement to become effective under the Act as soon as reasonable practicablepracticable after such filing, but in no event later than 45 days, after the date such registration statement is initially filed with the SEC and shall (iii) use its reasonable best efforts to cause such registration statement Registration Statement to remain effective until the first anniversary of the Final Closing (or, except as otherwise set forth above); provided that the Company may suspend sales at any time under the Registration Statement immediately upon notice to the extent applicableSubscriber, for a replacement registration statement filed period or periods of time not to exceed 90 days in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or aggregate during any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material 12-month period, if there then exists material, non-public information relating to the Company or its securities). Notwithstanding anything to the contrary hereinCompany, upon the occurrence or existence of any pending corporate development that, which in the reasonable discretion opinion of the Company, makes it would not be appropriate for disclosure during that time, and (iv) prepare and file with the SEC such amendments and supplements to suspend the availability of any Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statementRegistration Statement effective for the period specified in this sentence above. Without limiting the foregoing, the Company will promptly respond to all SEC comments, inquiries and requests, and shall have request acceleration of effectiveness at the rightearliest possible date. In the event a registration statement is not filed with the SEC within 45 days or is not declared effective within 150 days from the date of the Final Closing, by notice to Warrantholder, to cause Warrantholder to then in such event a fee of 1% per month (and, upon its receipt or portion thereof) shall be assessed against the Company as a Default Payment and in favor of the holders of the Common Stock and Warrants for each such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month day period or 75 days in the aggregate in any twelve-month period. Until until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Actis declared effective. Warrantholder agrees to The Subscriber shall provide all information relating and materials, including, without limitation, all information requested in a questionnaire to Warrantholder that is reasonably and in good faith requested be provided to the Subscriber by the Company, and take all such action as may be required in order to permit the Company to comply with all applicable requirements of the Securities Act and that is requiredthe Exchange Act and to obtain any desired acceleration of the effective date of the Registration Statement, such provision of information and materials to be a condition precedent to the obligations of the Company hereunder to register the Common Stock issued or issuable upon the exercise of the Common Stock Warrants. The offerings made pursuant to the Act and the related rules and policies of the SEC, to Registration Statement shall not be included in any registration statement filed pursuant heretounderwritten.

Registration of Shares. Notwithstanding any other provision hereof (including, without limitation, any election of Net Share Settlement or Cash Settlement by Party B but excluding any election by Party B of Net Share Settlement or Cash Settlement under "Decline in Share Price/Decline in Credit Rating" above), unless both parties hereto conclude that a public sale of the Shares acquired by it or the Hedge Subsidiary in connection with this Transaction does not require registration under the Securities Act of 1933 (the "Securities Act"), which conclusion shall be communicated by each party to the other, by means of any of the methods specified in Section 12 of the ISDA Agreement, as promptly as is reasonable practicable, and in any event by the first Business Day following a Termination Date or Optional Termination Date, as applicable, Physical Settlement shall apply with respect to such Termination Date or Optional Termination Date unless the following conditions have been satisfied: (i) As soon on the Optional Termination Date or Termination Date (or, in the context of a Regulatory Event, the Election Date), as reasonably practicablethe case may be, but a registration statement (a "Registration Statement") naming as selling shareholders Party A and the Hedge Subsidiary and covering the public resale of all Shares held by Party A or the Hedge Subsidiary to hedge this Transaction and all Shares deliverable by Party B to Party A pursuant to the Net Share Settlement provisions hereof (collectively, the "Registrable Shares") shall have been filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act, and no stop order shall be in effect with respect to such Registration Statement; (ii) a printed prospectus relating to the Registrable Shares (including any prospectus supplement thereto and amendments thereof, a "Prospectus") shall have been delivered to Party A and the Hedge Subsidiary in such quantities as Party A shall have requested no event later than June 30the Optional Termination Date, 2013Termination Date or Election Date; (iii) the Registration Statement and the Prospectus shall be in form and substance reasonably satisfactory to Party A; (iv) no later than the Exchange Business Day before the Optional Termination Date, Termination Date or Election Date, Party A and Party B shall have entered into an agreement (a "Transfer Agreement") in connection with the public resale of the Registrable Shares by Party A and the Hedge Subsidiary substantially similar to underwriting agreements customary for underwritten offerings of equity securities, in form and substance reasonably satisfactory to Party A and Party B, providing for (without limitation): indemnification of, and continuation in connection with the liability of, Party A and the Hedge Subsidiary, the Company shalldelivery of customary opinions of counsel and accountants "comfort letters", at its expensethe continuous effectiveness of the Registration Statement until the fortieth day after the Optional Termination Date, fileTermination Date or Election Date, or if earlier, such time as all Registrable Shares have been resold pursuant thereto and all expenses in connection with the SEC, a Form S-3 registration statement under the Act covering the such resale, including all registration costs and all fees and expenses of counsel for each of Party A and Party B, have been paid by Warrantholder, of this Warrant Party B; (v) Party A and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with Hedge Subsidiary shall have been afforded a reasonable opportunity to review conduct a due diligence investigation with respect to The Warnaco Group, Inc. customary in scope for underwritten offerings of equity securities, and provide comments acceptance of the results of such investigation by Party A and the Hedge Subsidiary cannot be unreasonably withheld; (vi) all conditions to the registration statement in advance obligations of filing with each party under the SECTransfer Agreement shall have been satisfied or waived no later than the Optional Termination Date, Termination Date or Election Date, and agrees to reasonably consider (vii) the inclusion representations and warranties of changes Party B set forth herein and in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, after Transfer Agreement shall be true and correct on the date of delivery of Registrable Shares to purchasers of such registration statement is initially filed with the SEC Shares as though made at such time, and Party B shall use have performed all its best efforts to cause obligations set forth herein and in such registration statement (or, to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) Transfer Agreement to be continuously effective under the Act until performed by such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto)time. The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development thatIf, in the context of the Decline in Share Price/Decline in Credit Rating /Termination of Credit Agreement provision, Party B has elected Cash Settlement or in the event Party B has elected Net Share Settlement and Party B is required to deliver Shares to Party A and any condition specified in items (i) - (vii) of the previous paragraph shall not have been satisfied in the manner and at the times specified therein, Party A may determine to (a) have some or all Registrable Shares sold in one or more transactions exempt from the registration requirements of the Securities Act, or (b) extend this Transaction in order to give Party B more time to satisfy such conditions. If Party A chooses the action set forth in clause (a) above, Party B shall pay all costs of such sales by Party A, including, without limitation, any applicable sales or purchase taxes, transfer taxes and commissions. If Party A chooses the action set forth in clause (b) above, the Calculation Agent will in its reasonable discretion of adjust the Company, makes it appropriate terms hereof to suspend take into account any additional costs to Party A and the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt Hedge Subsidiary of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant heretoextension.

Registration of Shares. (i) As soon as reasonably practicable, but in no event later than June 30, 2013, the Company shall, at its expense, file, Parent agrees to prepare and file with the SEC, (a) a Registration Statement on Form S-1, (b) a Registration Statement on Form S-3 registration statement under the Act covering the resaleif it is eligible to file a Registration Statement on Form S-3, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on or (c) a delayed and continuous basis prospectus supplement pursuant to Rule 415 424(b)(7) under the ActSecurities Act relating to an effective Registration Statement on Form S-3, in each such case covering and permitting the resale without restriction of the Stock Consideration Shares, and, when issuable, the Milestone Shares pursuant to a Registration Rights Agreement, in each case within 10 Business Days following the issuance of such Parent Common Stock, and to cause such Registration Statement to become effective as promptly as practicable thereafter (if not automatically effective upon filing). Parent shall keep such Registration Statement effective under the Securities Act (and maintain the current status of any prospectus or prospectuses contained therein), until the date that is the one year anniversary of the applicable date of issuance of such shares or such earlier time as all of the shares of Parent Common Stock covered thereby have been sold pursuant thereto. The Company agrees to provide the Warrantholder (and shall use its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under ensure that all selling stockholder questionnaires, in the Act form attached hereto as soon as reasonable practicable, but in no event later than 45 days, after the date such registration statement is initially filed with the SEC and shall use its best efforts to cause such registration statement (orExhibit N, to be delivered in connection with such Registration Rights Agreement are delivered to Parent at or promptly following the extent applicableClosing. Solely for purposes of this Section 5.17, the Parent agrees to indemnify and hold harmless each Seller whose shares of Parent Common Stock are included in the applicable Registration Statement or prospectus against any Damages to which such Seller may become subject by reason of any untrue statement of a replacement registration statement filed material fact contained in accordance with Rule 415(a)(5) and (6) under the Act applicable Registration Statement or otherwise) prospectus or any omission to state therein a fact required to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) stated therein or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with make the Act statements therein not misleading, except insofar as such losses, claims, damages, expenses or liabilities arise out of or are based upon information furnished to prevent any such registration statement (Parent by or prospectus) from containing a material misstatement or omission on behalf of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities)a Seller for use in such applicable Registration Statement or prospectus. Notwithstanding anything The Parties shall reasonably cooperate to cause each Seller receiving shares of Parent Common Stock pursuant to this Agreement to execute and deliver the Registration Rights Agreement on or prior to the contrary herein, upon the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to Closing Date (and, upon its receipt failing that, prior to the filing of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant heretoRegistration Statement).

Registration of Shares. (i) As soon as reasonably practicable, but in no event later than June 30, 2013On or before a date that is 30 days after the Closing Date, the Company shall, at its expense, file, shall file with the SEC, Securities and Exchange Commission a registration statement on Form S-3 registration statement under to register for resale pursuant to Section 5 of the Act covering the resale, by Warrantholder, of this Warrant Shares and the Warrant Shares underlying Underlying Securities sold and issued to the undersigned in accordance with this Warrant on a delayed and continuous basis pursuant to Rule 415 under the ActSubscription Agreement. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, after the date such registration statement is initially filed with the SEC and shall will use its best efforts to cause such registration statement (orto be declared effective and to remain available for the resale of such shares and securities for a period of 12 months from the effective date, to provided, however, that the extent applicable, a replacement Company may suspend the use of the prospectus constituting part of the registration statement filed for up to two periods of 60 days each in accordance with Rule 415(a)(5) and (6) under the Act event the Company determines, in its sole judgment, that such prospectus is incomplete, inaccurate or otherwise) omits to disclose any information required to be continuously effective under included therein, and provided further, that the Act until period during which the registration statement will remain available shall be extended by any period in which the Company invoked its right to suspend the use of the prospectus. In the event of any such time as this Warrant suspension, the Company will promptly notify the undersigned subscriber of the suspension and all Warrant Shares issued hereunder have been sold pursuant use its best efforts to such amend or supplement the registration statement(s) statement, and the prospectus constituting a part thereof, within said 60-day period to enable the use of the amended or pursuant to Rule 144 (or any successor thereto)supplemented prospectus for the resale of the shares and securities covered thereby. The Company shall (x) cause amendments will provide the undersigned with such copies of the prospectus, or any amended or supplemented prospectus, as the undersigned may reasonably request. The undersigned agrees to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply cooperate with the Act Company in preparing and filing the aforesaid registration statement, and any amendment or supplement thereto, and to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to provide the Company or its securities)with such information and documentation as the Company may reasonably request. Notwithstanding anything to the contrary contained herein, upon the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have not be obligated to maintain the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt effectiveness of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that or to update, amend or supplement such suspensionsregistration statement or any prospectus constituting a part thereof, when taken togetherafter the undersigned shall become eligible to sell all of his shares, shall in no event exceed 30 days in or remaining shares, under Rule 144 of the aggregate in Act within any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant heretowithout volume limitations.

Registration of Shares. (a) The Company agrees that, solely upon the earlier of (i) As soon as reasonably practicablethirty (30) calendar days following the date of any termination of the Merger Agreement and (ii) December 31, but in no event later than June 302021 (such earlier date, 2013the “Trigger Date”), the Company shall, at its expense, file, shall file with the SEC, Commission (at the Company’s sole cost and expense) a Form S-3 registration statement under registering the Act covering resale of the resalePurchased Shares (the “Registration Statement”), by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and shall use its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become have the Registration Statement declared effective under the Act as soon as reasonable practicable, but in no event later than 45 days, one hundred eighty (180) calendar days after the date such registration statement Trigger Date (the “Effectiveness Deadline”); provided, that (i) if the Effectiveness Deadline falls on a Saturday, Sunday or other day that the Commission is initially filed with closed for business, the SEC and Effectiveness Deadline shall use its best efforts to cause such registration statement (or, be extended to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) next Business Day on which the Commission is open for business and (6ii) under if the Act or otherwise) Commission is closed for operations due to a government shutdown, the Effectiveness Deadline shall be continuously effective under extended by the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto)same number of Business Days that the Commission remains closed for. The Company shall (x) cause amendments to each such registration statement (or provide a draft of the Registration Statement to the related prospectus(es)Purchaser for review at least three (3) to be filed to Business Days in advance of the extent necessary to comply date of filing the Registration Statement with the Act or to prevent Commission (the “Filing Date”), and the Purchaser shall provide any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating comments on the Registration Statement to the Company or no later than the day immediately preceding the Filing Date. Unless otherwise agreed to in writing by the Purchaser prior to the filing of the Registration Statement, the Purchaser shall not be identified as a statutory underwriter in the Registration Statement; provided, that if the Commission requests that the Purchaser be identified as a statutory underwriter in the Registration Statement, the Purchaser will have the opportunity to withdraw from the Registration Statement upon its securities)prompt written request to the Company. Notwithstanding anything to the contrary hereinforegoing, upon if the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent Commission prevents the Company from becoming ineligible including any or all of the shares proposed to file a registration statement on Form S-3 be registered under the Act. Warrantholder agrees Registration Statement due to provide all information relating to Warrantholder that is reasonably and in good faith requested limitations on the use of Rule 415 of the Securities Act for the resale of the Purchased Shares by the Company and that applicable stockholders or otherwise, such Registration Statement shall register for resale such number of Purchased Shares which is required, pursuant equal to the Act and maximum number of Purchased Shares as is permitted by the related rules and policies Commission. In such event, the number of the SEC, Purchased Shares or other shares to be included registered for each selling stockholder named in any registration statement filed pursuant heretothe Registration Statement shall be reduced pro rata among all such selling stockholders.

Registration of Shares. Notwithstanding any other provision hereof (including, without limitation, any election of Net Share Settlement or Cash Settlement by Party B but excluding any election by Party B of Net Share Settlement or Cash Settlement under "Decline in Share Price/Decline in Credit Rating" above), unless both parties hereto conclude that a public sale of the Shares acquired by it or the Hedge Entity in connection with this Transaction does not require registration under the Securities Act of 1933 (the "Securities Act"), which conclusion shall be communicated by each party to the other, by means of any of the methods specified in Section 12 of the ISDA Agreement, as promptly as is reasonable practicable, and in any event by the first Business Day following a Termination Date or Optional Termination Date, as applicable, Physical Settlement shall apply with respect to such Termination Date or Optional Termination Date unless the following conditions have been satisfied: (i) As soon on the Optional Termination Date or Termination Date (or, in the context of a Regulatory Event, the Election Date), as reasonably practicablethe case may be, but a registration statement (a "Registration Statement") naming as selling shareholders Party A and the Hedge Entity and covering the public resale of all Shares held by Party A or the Hedge Entity to hedge this Transaction and all Shares deliverable by Party B to Party A pursuant to the Net Share Settlement provisions hereof (collectively, the "Registrable Shares") shall have been filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act, and no stop order shall be in effect with respect to such Registration Statement; (ii) a printed prospectus relating to the Registrable Shares (including any prospectus supplement thereto and amendments thereof, a "Prospectus") shall have been delivered to Party A and the Hedge Entity in such quantities as Party A shall have requested no event later than June 30the Optional Termination Date, 2013Termination Date or Election Date; (iii) the Registration Statement and the Prospectus shall be in form and substance reasonably satisfactory to Party A; (iv) no later than the Exchange Business Day before the Optional Termination Date, Termination Date or Election Date, Party A and Party B shall have entered into an agreement (a "Transfer Agreement") in connection with the public resale of the Registrable Shares by Party A and the Hedge Entity substantially similar to underwriting agreements customary for underwritten offerings of equity securities, in form and substance reasonably satisfactory to Party A and Party B, providing for (without limitation): indemnification of, and continuation in connection with the liability of, Party A and the Hedge Entity, the Company shalldelivery of customary opinions of counsel and accountants "comfort letters", at its expensethe continuous effectiveness of the Registration Statement until the fortieth day after the Optional Termination Date, fileTermination Date or Election Date, or if earlier, such time as all Registrable Shares have been resold pursuant thereto and all expenses in connection with the SEC, a Form S-3 registration statement under the Act covering the such resale, including all registration costs and all fees and expenses of counsel for each of Party A and Party B, have been paid by Warrantholder, of this Warrant Party B; (v) Party A and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with Hedge Entity shall have been afforded a reasonable opportunity to review conduct a due diligence investigation with respect to The Warnaco Group, Inc. customary in scope for underwritten offerings of equity securities, and provide comments acceptance of the results of such investigation by Party A and the Hedge Entity cannot be unreasonably withheld; (vi) all conditions to the registration statement in advance obligations of filing with each party under the SECTransfer Agreement shall have been satisfied or waived no later than the Optional Termination Date, Termination Date or Election Date, and agrees to reasonably consider (vii) the inclusion representations and warranties of changes Party B set forth herein and in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, after Transfer Agreement shall be true and correct on the date of delivery of Registrable Shares to purchasers of such registration statement is initially filed with the SEC Shares as though made at such time, and Party B shall use have performed all its best efforts to cause obligations set forth herein and in such registration statement (or, to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) Transfer Agreement to be continuously effective under the Act until performed by such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto)time. The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development thatIf, in the context of the Decline in Share Price/Decline in Credit Rating/ Termination of Credit Agreement provision, Party B has elected Cash Settlement or in the event Party B has elected Net Share Settlement and Party B is required to deliver Shares to Party A and any condition specified in items (i)-(vii) of the previous paragraph shall not have been satisfied in the manner and at the times specified therein, Party A may determine to (a) have some or all Registrable Shares sold in one or more transactions exempt from the registration requirements of the Securities Act, or (b) extend this Transaction in order to give Party B more time to satisfy such conditions. If Party A chooses the action set forth in clause (a) above, Party B shall pay all costs of such sales by Party A, including, without limitation, any applicable sales or purchase taxes, transfer taxes and commissions. If Party A chooses the action set forth in clause (b) above, the Calculation Agent will in its reasonable discretion of adjust the Company, makes it appropriate terms hereof to suspend take into account any additional costs to Party A and the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt Hedge Entity of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant heretoextension.

Registration of Shares. The Company shall, subject to receipt of necessary information from Hercules, either (i) As soon as reasonably practicable, but in no event later than June 30, 2013, the Company shall, at its expense, file, prepare and file with the SEC, on or prior to the 30th calendar day following the date on which the Company becomes eligible to use a Form S-3 registration statement under to register the Act covering the resale, by Warrantholder, Common Stock issuable on exercise of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SECAgreement, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, after the date such registration statement is initially filed with the SEC and shall use its best efforts to cause such registration statement (or, to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 to enable the Company to issue to Hercules upon exercise of this Agreement registered and freely tradable shares of Common Stock or to enable the resale by Hercules on a delayed or continuous basis under Rule 415 of the Act. Warrantholder agrees Act of the shares of Common Stock issued to provide all information relating Hercules upon exercise of this Agreement (the “S-3 Registration Statement”), and use its commercially reasonable efforts to Warrantholder cause the Registration Statement to become effective within 60 calendar days after the date by which the Registration Statement shall have been required to be filed in accordance with this Section 9(f), or (ii) include the Common Stock issuable on exercise of this Agreement in the next Form S-1 registration statement, if any, that the Company elects to file (the “S-1 Registration Statement”) should such registration statement be filed prior to the date when the S-3 Registration Statement is reasonably and required to be filed; provided, however, that (x) the Company shall not be required to include in good faith requested the S-1 Registration Statement any of the Common Stock issuable on exercise of this Agreement unless, in the case that the S-1 Registration Statement relates to an offering involving an underwriting of shares of Common Stock to be issued by the Company, Hercules accepts the terms of the underwriting as agreed upon between the Company and that is requiredits underwriters, pursuant to and (y) if in connection with any such underwritten offering the Act and managing underwriter imposes a limitation on the related rules and policies number of shares of Common Stock which may be included in the S-1 Registration Statement because in the judgment of the SECmanaging underwriter such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to any shares of Common Stock whose holders have a contractual, incidental right to include such Common Stock in the S-1 Registration Statement, and there is first excluded from the S-1 Registration Statement all shares of Common Stock sought to be included therein by (1) any holder thereof not having any such contractual, incidental registration rights, and (2) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of Hercules, then the Company shall be obligated to include in any registration statement filed pursuant heretosuch S-1 Registration Statement only such limited portion (which may be none) of the shares of Common Stock issuable upon exercise of this Agreement.

Registration of Shares. (i) As soon as reasonably practicable, but in no event later than June 30, 2013, the Company Debtor shall, at its expensewithin 75 days of the date of this Agreement, file, file a Registration Statement with the SEC, a Form S-3 registration statement SEC to register the Shares under the Securities Act covering (the resale, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the ActRegistration Statement"). The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with Registration Statement shall be declared effective by the SEC, and agrees the Creditor shall be in a position to reasonably consider the inclusion of changes in response to any such commentssell its shares thereunder, on or before October 31, 2002. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, after the date such registration statement is initially filed Debtor shall prepare and file with the SEC such amendments and shall use its best efforts to cause such registration statement (or, supplements to the extent applicable, a replacement registration statement filed Registration Statement and the prospectus used in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to connection therewith as may be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the provisions of the Securities Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating with respect to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development that, in the reasonable discretion disposition of the Company, makes it Shares and take any and all other actions necessary or appropriate to suspend maintain the availability effectiveness of any such registration statement, the Company shall have Registration Statement until the right, by notice earlier to Warrantholder, to cause Warrantholder to occur of (and, upon its receipt of such notice, Warrantholder shalla) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant Creditor shall have disposed of all of the Shares, and (b) one year from the Warrant Shares effective date of the Registration Statement (the "Termination Date"). No stop order shall be issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under SEC in connection with the 1934 Act Registration Statement until the Termination Date. Debtor shall furnish to Creditor such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as Creditor shall request in order to facilitate the disposition of the Shares by Creditor. Debtor shall qualify the Shares for sale in such a manner so states or provinces as Creditor shall reasonably request. All costs and expenses associated with the filing, effectiveness and maintenance of the Registration Statement shall be borne solely by Debtor. If any of the provisions of this Section 5 are not met, to prevent any degree or for any reason (including as the Company from becoming ineligible to file a registration statement on Form S-3 under result of circumstances beyond the Act. Warrantholder agrees control of Debtor), except if solely the result of Creditor's own action or failure to provide Debtor with information within a reasonable time after it is requested (in which event, Debtor's obligations shall be tolled only for so long as Creditor's action or failure to provide information has caused delay), such failure shall be deemed a breach of this Agreement and shall entitle the Creditor to exercise any and all information relating rights and remedies available to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies Creditor under any or all of the SEC, to be included in any registration statement filed pursuant heretoTransaction Documents.

Registration of Shares. (i) As soon as reasonably practicable, but in no event later than June 30, 2013, the Company shall, at its expense, fileAcquiror, with the SECassistance of Target and its representatives, will promptly file a Registration Statement on an appropriate form with the SEC which shall include a joint proxy statement for Target and for Acquiror and a prospectus which shall satisfy all applicable requirements of applicable state and federal Laws, including the Securities Act, the Exchange Act, and applicable state securities Laws and the rules and regulations thereunder (such joint proxy statement and prospectus, together with any and all amendments or supplements thereto, being herein referred to as the "Joint Proxy Statement/Prospectus," and the various documents to be filed by Acquiror under the Securities Act with the SEC to register the Acquiror Common Stock into which shares of Target Common Stock held by stockholders will be converted, including the Joint Proxy Statement/Prospectus, are referred to herein as the "Registration Statement"). The number of shares to be registered will be an amount sufficient to allow all of the shares of the Acquiror Common Stock issued to holders of the Target Common Stock pursuant to this Agreement to be registered under the Securities Act. Acquiror will use commercially reasonable efforts to secure the effectiveness of the Registration Statement and, after the Registration Statement has been declared effective, will issue the shares so registered to the holders of the Target Common Stock on the Effective Date. Acquiror may rely upon all information provided to it by Target and its representatives in the preparation of the Registration Statement, any post-effective amendment thereto and the Joint Proxy Statement/Prospectus and shall not be liable for any untrue statement of a material fact or any omission to state a material fact in the Registration Statement, the post- effective amendment, or the Joint Proxy Statement/Prospectus, if such statement is made in reliance upon any information provided to it by Target or by any of its officers or representatives. Acquiror shall promptly take all such actions as may be necessary or appropriate in order to comply in all material respects with all applicable securities Laws of any state having jurisdiction over the transactions contemplated by this Agreement and the Merger. Acquiror shall furnish Target with copies of all such filings and keep Target advised of the status thereof. Acquiror shall promptly notify Target of all communications, oral or written, with the SEC concerning the Registration Statement and the Joint Proxy Statement/Prospectus. Prior to the Effective Time, Acquiror shall file with The Nasdaq Stock Market ("Nasdaq") a Notification Form S-3 for Listing of Additional Shares with respect to the shares of Acquiror Common Stock issuable upon conversion of the Target Common Stock in the Merger. Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon exercise of the Acquiror Stock Options in accordance with Section 1.5(c). -------------- Acquiror shall file a registration statement under the Act covering the resale, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder Form S-8 (and its counselor any successor form) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SECor another appropriate form, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at use its expense, use commercially reasonable efforts to cause such registration statement Form S-8 to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, practicable after the date Effective Time, with respect to Acquiror Common Stock subject to the Acquiror Stock Options and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement is initially filed or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. With respect to those individuals who, as of the Effective Time, will be subject to the reporting requirements under Section 16(a) of the Exchange Act, with regard to transactions in Acquiror securities, Acquiror shall take such action as may be necessary at or before the SEC and shall use its best efforts Effective Time to cause such registration statement (or, the receipt of Acquiror Stock Options pursuant to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwiseSection 1.5(c) to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(sexempt from Section 16(b) or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the -------------- Exchange Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant hereto.

Registration of Shares. (i) As soon as reasonably practicable, but in no event later than June 30, 2013, the Company shall, at its expense, fileAcquiror, with the SECassistance of Target and its representatives, will promptly file a Registration Statement with the SEC which shall include a joint proxy statement for Target and for Acquiror and a prospectus which shall satisfy all applicable requirements of applicable state and federal Laws, including the Securities Act, the Exchange Act, and applicable state securities Laws and the rules and regulations thereunder (such joint proxy statement information statement and prospectus, together with any and all amendments or supplements thereto, being herein referred to as the "JOINT PROXY STATEMENT/PROSPECTUS," and the various documents to be filed by Acquiror under the Securities Act with the SEC to register the Acquiror Common Stock into which shares of the Common Stock of Target held by stockholders will be converted, including the Joint Proxy Statement/Prospectus, are referred to herein as the "REGISTRATION STATEMENT"). The number of shares to be registered will be an amount sufficient to allow all of the shares of the Acquiror Common Stock issued to holders of the Common Stock of Target pursuant to this Agreement to be registered under the Securities Act. Acquiror will use commercially reasonable efforts to secure the effectiveness of the Registration Statement and, after the Registration Statement has been declared effective, will issue the shares so registered to the holders of the Target Common Stock of Target on the Effective Date. Acquiror may rely upon all information provided to it by Target and its representatives in the preparation of the Registration Statement, any post-effective amendment thereto and the Joint Proxy Statement and shall not be liable for any untrue statement of a material fact or any omission to state a material fact in the Registration Statement, the post-effective amendment, or the Joint Proxy Statement, if such statement is made in reliance upon any information provided to it by Target or by any of its officers or representatives. Acquiror shall promptly take all such actions as may be necessary or appropriate in order to comply in all material respects with all applicable securities Laws of any state having jurisdiction over the transactions contemplated by this Agreement and the Merger. Acquiror shall furnish Target with copies of all such filings and keep Target advised of the status thereof. Acquiror shall promptly notify Target of all communications, oral or written, with the SEC concerning the Registration Statement and the Joint Proxy Statement/Prospectus. Prior to the Effective Time, Acquiror shall file with the Nasdaq Stock Market ("NASDAQ") a Notification Form S-3 for Listing of Additional Shares with respect to the shares of Acquiror Common Stock issuable upon conversion of the Target Common Stock in the Merger. Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon exercise of the Acquiror Stock Option in accordance with SECTION 1.5(d). Acquiror shall file a registration statement under the Act covering the resale, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder Form S-8 (and its counselor any successor) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SECform) or another appropriate form, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at use its expense, use commercially reasonable efforts to cause such registration statement Form S-8 to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, practicable after the date Effective Time, with respect to Acquiror Common Stock subject to the Acquiror Stock Options and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement is initially filed or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. With respect to those individuals who as of the Effective Time will be subject to the reporting requirements under Section 16(a) of the Exchange Act, with regard to transactions in Acquiror securities, Acquiror shall take such action as may be necessary at or before the SEC and shall use its best efforts Effective Time to cause such registration statement (or, the receipt of Acquiror Stock Options pursuant to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwiseSECTION 1.5(d) to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(sexempt from Section 16(b) or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Exchange Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant hereto.

Registration of Shares. Terayon will, as promptly as practicable, prepare and file with the SEC a registration statement under the Securities Act with respect to the registration of the shares of Common Stock issuable to the Sellers in connection with the transactions contemplated by this Agreement (i) As soon the "Registration Statement"). Terayon will, and will cause its accountants and lawyers to, cause the Registration Statement to be declared effective as reasonably practicablepromptly as practicable after filing with the SEC, but in no event later than June 30, 2013, sixty (60) days following the Company shallClosing and the Registration Statement shall be kept effective continuously for a period of one year following the date on which the Registration Statement is declared effective by the SEC. None of the information supplied or to be supplied by Terayon for inclusion or incorporation by reference in the Registration Statement will, at its expense, file, with the SEC, a Form S-3 registration statement under time the Act covering the resale, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, after the date such registration statement Registration Statement is initially filed with the SEC and shall use its best efforts to cause such registration statement (or, to at the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously time it becomes effective under the Act until such Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. If at any time as this Warrant prior to the date on which the Registration Statement is declared effective by the SEC any event in respect of Terayon, its officers and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (directors, or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) of its subsidiaries should occur which is required to be filed to described in an amendment of, or a supplement to, the extent necessary to comply with Registration Statement, Terayon shall promptly so advise the Act or to prevent any Sellers' Representative and such registration statement (or prospectus) from containing a material misstatement or omission of fact; event shall be so described, and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating or supplement to the Company or its securities)Registration Statement (which the Sellers' Representative shall have a reasonable opportunity to review) shall be promptly filed with the SEC. Notwithstanding anything The Registration Statement will comply as to form in all material respects with the contrary herein, upon the occurrence or existence of any pending corporate development that, in the reasonable discretion provisions of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Securities Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant heretoregulations thereunder.

Registration of Shares. In the event that the Shares issued or issuable pursuant to this Option have not been otherwise registered under the Securities Act and the Corporation, at any time or from time to time after an initial offering of its securities registered under the Securities Act for sale to the public generally (i) As soon as reasonably practicable, but otherwise than in no event later than June 30, 2013connection with a merger or offering of its securities in exchange for securities or assets of another person, the Company shallissuance to employees of securities or options or other rights to purchase securities, at its expenseand other similar transactions) (an "Offering"), filethe Corporation proposes to effect an additional Offering (a "Subject Offering"), with the SECCorporation shall give written notice thereof to the Grantee, a Form S-3 registration statement under and the Act covering the resaleGrantee, by Warrantholderwritten notice to the Corporation within 30 days after the giving of such notice by the Corporation, may elect to cause the Corporation to register for inclusion in the Subject Offering, upon the terms and subject to the conditions hereof, all or any portion of this Warrant the Shares held or to be held by the Grantee, as at the date of filing of the registration statement, and which are or will have been acquired upon the exercise in whole or in part of the Option, including such other securities of the Corporation issued in replacement for or in addition to such Shares pursuant to Section 9 of the Plan (such Shares and other securities being herein referred to collectively as "Registrable Stock"). Such notice shall set forth the quantity of Registrable Stock sought to be included in the Subject Offering and the Warrant Shares underlying this Warrant on a delayed intended manner of distribution thereof; provided that, if the Subject Offering is to be underwritten, the Registrable Stock may be sold only to or through the underwriter or underwriters acting in respect of the Subject Offering. If and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement extent that the underwriter or underwriters acting in advance respect of filing with the SEC, and agrees to Subject Offering reasonably consider determine that the inclusion of changes in response the Registrable Stock may substantially prejudice or hinder the consummation of the Subject Offering, the amount of Registrable Stock which the Grantee shall be entitled to any such commentsoffer therein shall be reduced or eliminated. The Company shallNotwithstanding the foregoing, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 daysCorporation shall have the right, after the giving of notice of a proposed Subject Offering hereunder and regardless of whether the Grantee shall have requested the inclusion of any Registrable Stock therein, to elect not to file such proposed registration statement, or to withdraw the same after the filing but prior to the effective date such registration statement is initially filed with thereof. Subject to the SEC and foregoing, the Corporation shall use its best efforts to cause such registration statement (or, to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) respect of each Subject Offering including shares of Registrable Stock hereunder to become effective and (6) under to remain effective for a period of at least 90 days, or for such greater period as may be required by law for the Act or otherwise) delivery of a prospectus, and to be continuously effective under qualify the Act until Registrable Stock for sale in each state wherein such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to qualification is requested by the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statementGrantee, provided that the Corporation shall not be obligated to make any changes in its capital structure necessary to effect such suspensions, when taken together, shall in no event exceed 30 days in the aggregate qualification in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports jurisdiction nor be required to be filed execute or file any general consent to service of process nor to qualify as a foreign If the foregoing is in accordance with the Grantee's understanding and approved by him, he may so confirm by signing and returning the Company under the 1934 Act duplicate of this Option Agreement delivered for that purpose. GARNET RESOURCES CORPORATION By ---------------------------------- Title: Vice President The foregoing is in such a manner so accordance with my understanding and is hereby confirmed and agreed to as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SECDate of Granx. ------------------------------------- Georxx X. Xxxxxx GARNET RESOURCES CORPORATION 1990 STOCK OPTION PLAN, to be included in any registration statement filed pursuant hereto.AS PROPOSED TO BE AMENDED

Registration of Shares. Distributor undertakes to use its reasonable best efforts to prepare and file with the United States Securities and Exchange Commission (i) As soon as reasonably practicable"SEC"), but in no event later than June by August 30, 2013, the Company shall, at its expense, file, with the SEC2000, a Form S-3 registration statement ("Registration Statement") under the Securities Act covering of 1933 (the resale, by Warrantholder, "Act") which includes all of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments shares of capital stock issued to the registration statement in advance of filing with Software Owner hereby (the SEC"Shares") and, and agrees subject to reasonably consider the inclusion of changes in response its right to any withdraw such comments. The Company shallfiling, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, after the date such registration statement is initially filed with the SEC and shall use its best efforts to cause effect registration of such registration statement (or, to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) Shares under the Act or otherwise) Act. Distributor shall use its best efforts to be keep such Registration Statement continuously effective under the Act until the date which is two years after the date that such time as this Warrant and Registration Statement is declared effective by the Commission or such earlier date when all Warrant Shares issued hereunder covered by such Registration Statement have been sold pursuant to such registration statement(s) or may be sold without volume restrictions pursuant to Rule 144 144(k) promulgated under the Act, as determined by the counsel to the Distributor pursuant to a written opinion letter to such effect addressed and acceptable to the Distributor's transfer agent (or any successor theretothe "Effectiveness Period"). The Company shall (x) cause amendments Distributor will be entitled to each postpone or interrupt the effective date of any Registration Statement filed in connection with such registration statement (or to and the related prospectus(es)use of the prospectus contained therein) to be filed to if the extent necessary to comply Distributor determines, in its best judgment, after consultation with counsel, that such Registration Statement would require the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission premature announcement of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to financing, acquisition, corporate reorganization or other material corporate transaction or development involving the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development thatDistributor which, in the Distributor's reasonable discretion determination, would be materially detrimental to the interests of the CompanyDistributor and its stockholders. Any such postponement or interruption will be for a minimum period reasonably required to avoid such premature disclosure. The Distributor promptly will give the Software Owner written notice of such postponement or interruption. Distributor shall use its best efforts to register or qualify the Shares covered by each Registration Statement under such state securities or blue sky laws of such jurisdictions as the Software Owner may reasonably request; provided, makes that the Distributor shall not be required to execute any general consent to service of process or to qualify to do business as a foreign corporation in any jurisdiction where it appropriate is not so qualified. All expenses other than underwriting discounts and commissions incident to suspend the availability Distributor's performance of or compliance with the undertaking made hereby, including without limitation all registration and filing fees (other than registration and filing fees in excess of $2,500 imposed by the state securities or blue sky laws of any single jurisdiction), printing expenses, messenger and delivery expenses, and fees and disbursements of counsel for the Distributor and all independent certified public accountants, underwriters (excluding discounts and commissions) and other persons retained by the Distributor (all such registration statementexpenses being herein called "Registration Expenses"), will be borne by the Distributor. The Distributor will, in all events, pay its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt expense of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant annual audit and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or expense of any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant heretoliability insurance."

Registration of Shares. Notwithstanding any other provision hereof (including, without limitation, any election of Net Share Settlement or Cash Settlement by Party B but excluding any election by Party B of Net Share Settlement or Cash Settlement under "Decline in Share Price/Decline in Credit Rating" above), unless both parties hereto conclude that a public sale of the Shares acquired by it or the Hedge Entity in connection with this Transaction does not require registration under the Securities Act of 1933 (the "Securities Act"), which conclusion shall be communicated by each party to the other, by means of any of the methods specified in Section 12 of the ISDA Agreement, as promptly as is reasonable practicable, and in any event by the first Business Day following a Termination Date or Optional Termination Date, as applicable, Physical Settlement shall apply with respect to such Termination Date or Optional Termination Date unless the following conditions have been satisfied: (i) As soon on the Optional Termination Date or Termination Date (or, in the context of a Regulatory Event, the Election Date), as reasonably practicablethe case may be, but a registration statement (a "Registration Statement") naming as selling shareholders Party A and the Hedge Entity and covering the public resale of all Shares held by Party A or the Hedge Entity to hedge this Transaction and all Shares deliverable by Party B to Party A pursuant to the Net Share Settlement provisions hereof (collectively, the "Registrable Shares") shall have been filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act, and no stop order shall be in effect with respect to such Registration Statement; (ii) a printed prospectus relating to the Registrable Shares (including any prospectus supplement thereto and amendments thereof, a "Prospectus") shall have been delivered to Party A and the Hedge Entity in such quantities as Party A shall have requested no event later than June 30the Optional Termination Date, 2013Termination Date or Election Date; (iii) the Registration Statement and the Prospectus shall be in form and substance reasonably satisfactory to Party A; (iv) no later than the Exchange Business Day before the Optional Termination Date, Termination Date or Election Date, Party A and Party B shall have entered into an agreement (a "Transfer Agreement") in connection with the public resale of the Registrable Shares by Party A and the Hedge Entity substantially similar to underwriting agreements customary for underwritten offerings of equity securities, in form and substance reasonably satisfactory to Party A and Party B, providing for (without limitation): indemnification of, and continuation in connection with the liability of, Party A and the Hedge Entity, the Company shalldelivery of customary opinions of counsel and accountants "comfort letters", at its expensethe continuous effectiveness of the Registration Statement until the fortieth day after the Optional Termination Date, fileTermination Date or Election Date, or if earlier, such time as all Registrable Shares have been resold pursuant thereto and all expenses in connection with the SEC, a Form S-3 registration statement under the Act covering the such resale, including all registration costs and all fees and expenses of counsel for each of Party A and Party B, have been paid by Warrantholder, of this Warrant Party B; (v) Party A and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with Hedge Entity shall have been afforded a reasonable opportunity to review conduct a due diligence investigation with respect to The Warnaco Group, Inc. customary in scope for underwritten offerings of equity securities, and provide comments acceptance of the results of such investigation by Party A and the Hedge Entity cannot be unreasonably withheld; (vi) all conditions to the registration statement in advance obligations of filing with each party under the SECTransfer Agreement shall have been satisfied or waived no later than the Optional Termination Date, Termination Date or Election Date, and agrees to reasonably consider (vii) the inclusion representations and warranties of changes Party B set forth herein and in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, after Transfer Agreement shall be true and correct on the date of delivery of Registrable Shares to purchasers of such registration statement is initially filed with the SEC Shares as though made at such time, and Party B shall use have performed all its best efforts to cause obligations set forth herein and in such registration statement (or, to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) Transfer Agreement to be continuously effective under the Act until performed by such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto)time. The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development thatIf, in the context of the Decline in Share Price/Decline in Credit Rating /Termination of Credit Agreement provision, Party B has elected Cash Settlement or in the event Party B has elected Net Share Settlement and Party B is required to deliver Shares to Party A and any condition specified in items (i) - (vii) of the previous paragraph shall not have been satisfied in the manner and at the times specified therein, Party A may determine to (a) have some or all Registrable Shares sold in one or more transactions exempt from the registration requirements of the Securities Act, or (b) extend this Transaction in order to give Party B more time to satisfy such conditions. If Party A chooses the action set forth in clause (a) above, Party B shall pay all costs of such sales by Party A, including, without limitation, any applicable sales or purchase taxes, transfer taxes and commissions. If Party A chooses the action set forth in clause (b) above, the Calculation Agent will in its reasonable discretion of adjust the Company, makes it appropriate terms hereof to suspend take into account any additional costs to Party A and the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt Hedge Entity of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant heretoextension.

Registration of Shares. (i) As soon as reasonably practicable, but in no event later than June 30, 2013, the Company shall, at its expense, file, Parent shall use reasonable efforts to file with the SEC, on or before the 30th day following the Closing Date, a registration statement on Form S-3, or on Form S-1 if Parent does not qualify for Form S-3 registration statement under (the Act "Stockholder Registration Statement"), covering the resale, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments resale to the registration statement public by the Stockholders (the "Registering Stockholders") who hold or may hold shares of Parent Common Stock issued in advance of filing connection with the SEC, and agrees to reasonably consider Merger (the inclusion of changes in response to any such comments"Merger Common Shares"). The Company shall, at Parent shall use its expense, use commercially reasonable efforts to cause the Stockholder Registration Statement to be declared effective by the SEC within ninety (90) days after the Effective Time, and to remain effective until the third anniversary of the Closing Date or such registration statement earlier time as all of the Merger Common Shares covered by the Stockholder Registration Statement have been sold pursuant thereto (the "Effective Period"). Thereafter Parent shall be entitled to become effective under withdraw the Act as soon as reasonable practicable, but Stockholder Registration Statement and the Stockholders shall have no further right to offer or sell any of the Merger Common Shares pursuant to the Stockholder Registration Statement (or any prospectus relating thereto). The Merger Common Shares subject to the Stockholder Registration Statement shall not be underwritten unless Parent shall otherwise consent in no event later than 45 days, its sole discretion. From and after the date such hereof and prior to the expiration of the Effective Period, whenever Parent proposes to file a registration statement relating to an offering in which Parent proposes to sell shares of Parent Common Stock for its own account (other than registration statements on Form S-4 or Form S-8 or any successor form for securities to be offered in a transaction of the type contemplated by Rule 145 under the Securities Act or to employees or consultants of Parent pursuant to any employee benefit plan), it will, prior to such filing, give at least twenty (20) days' written notice to all Registering Stockholders of its intention to do so (subject to the limitations set forth below) (the "Piggyback Notice") and, upon the written request of one or more Registering Stockholders given within ten (10) days after the Parent Piggyback Notice is initially filed with given (which request shall state the SEC and intended method of disposition of such Merger Common Shares) (the "Holder Inclusion Notice"), Parent shall use its reasonable best efforts to cause all Merger Common Shares that Parent has been requested by such registration statement (or, Registering Stockholder or Registering Stockholders to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) register to be registered under the Securities Act or otherwise) to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply permit their sale or other disposition in accordance with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission intended methods of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development that, distribution specified in the reasonable discretion of the CompanyHolder Inclusion Notice, makes it appropriate to suspend the availability of any such registration statement, the Company provided that (i) Parent shall have the rightright to postpone or withdraw any registration effected pursuant to this paragraph without obligation to any Registering Stockholder and (ii) the number of Merger Common Shares proposed to be sold by any such Registering Stockholder is at least twenty- five percent (25%) of the total number of Merger Common Shares then held by such Registering Stockholder. In connection with any offering under this paragraph involving an underwriting, by notice Parent shall not be required to Warrantholder, to cause Warrantholder to (and, include any Merger Common Shares in such underwriting unless the holders thereof accept the terms of the underwriting as agreed upon its receipt between Parent and the underwriter(s) of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days offering. If in the aggregate in any three-month period opinion of the managing underwriter(s) of such offering the registration of all, or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunderpart of, the Company covenants to timely file all reports required shares of Parent Common Stock (the "Incidental Shares") that the Registering Stockholders have requested to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, included pursuant to the Act immediately preceding paragraph and/or that other holders of shares of Parent Common Stock or other securities of Parent entitled to include shares of Parent Common Stock in such registration have requested to be included (collectively, the "Qualified Holders") would materially and adversely affect the related rules and policies success of such public offering or the price that would be received for any shares of Parent Common Stock offered in the offering, then, notwithstanding anything in this Section 2.13 to the contrary, Parent shall only be required to include in such registration (to the extent of the SECnumber of shares of Parent Common Stock that Parent is so advised can be sold in such offering) (i) first, the number of shares of Parent Common Stock proposed to be included in such registration for the account of Parent and/or any stockholders of Parent that have exercised demand registration statement filed pursuant heretorights in accordance with the priorities, if any, then existing among Parent and/or such stockholders of Parent with demand registration rights and (ii) second, the shares of Parent Common Stock requested to be included in such registration by all other stockholders of Parent (including, without limitation, the Registering Stockholders) pro rata among such other stockholders (including, without limitation, the Registering Stockholders) on the basis of the number of shares of Parent Common Stock that each of them requested to be included in such registration. Notwithstanding anything in this Section 2.13 to the contrary, Parent shall not be required to provide any advance notice to Registering Stockholders in connection with any offering under this Section 2.13 involving an underwriting if Parent has been informed in writing that in the opinion of the managing underwriter or underwriters the inclusion of any Incidental Shares in such offering would materially and adversely affect the success of the offering or the price that would be received for any shares of Parent Common Stock offered in the offering. In such event, Parent will provide written notice to all Registering Stockholders containing a copy of such managing underwriter's or underwriters' opinion, which notice need not be given prior to the filing of the applicable registration statement.

Registration of Shares. The Company will (i) As soon as reasonably practicable, but in no event later than June 30, 2013, the Company shall, at its expense, use best efforts to prepare and file, within 45 days after the Final Closing, a Registration Statement (the “Registration Statement”) with the SEC, a Form S-3 registration statement SEC to register resales under the Securities Act covering of the resale, by Warrantholder, of this Warrant Common Stock and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under Common Stock issuable upon the Act. The Company agrees to provide exercise of the Warrantholder Common Stock Warrants by the Subscriber, (and ii) use its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable best efforts to cause such registration statement the Registration Statement to become effective under the Act as soon as reasonable practicablepracticable after such filing, but in no event later than 45 days, after the date such registration statement is initially filed with the SEC and shall (iii) use its reasonable best efforts to cause such registration statement Registration Statement to remain effective until the first anniversary of the Final Closing (or, except as otherwise set forth above); provided that the Company may suspend sales at any time under the Registration Statement immediately upon notice to the extent applicableSubscriber, for a replacement registration statement filed period or periods of time not to exceed 90 days in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or aggregate during any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material 12-month period, if there then exists material, non-public information relating to the Company or its securities). Notwithstanding anything to the contrary hereinCompany, upon the occurrence or existence of any pending corporate development that, which in the reasonable discretion opinion of the Company, makes it would not be appropriate for disclosure during that time, and (iv) prepare and file with the SEC such amendments and supplements to suspend the availability of any Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statementRegistration Statement effective for the period specified in this sentence above. Without limiting the foregoing, the Company will promptly respond to all SEC comments, inquiries and requests, and shall have request acceleration of effectiveness at the rightearliest possible date. In the event a registration statement is not filed with the SEC within 45 days or is not declared effective within 150 days from the date of the Closing, by notice to Warrantholder, to cause Warrantholder to then in such event a fee of 1% per month (and, upon its receipt or portion thereof) shall be assessed against the Company as a Default Payment and in favor of the holders of the Common Stock and Warrants for each such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month day period or 75 days in the aggregate in any twelve-month period. Until until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Actis declared effective. Warrantholder agrees to The Subscriber shall provide all information relating and materials, including, without limitation, all information requested in a questionnaire to Warrantholder that is reasonably and in good faith requested be provided to the Subscriber by the Company, and take all such action as may be required in order to permit the Company to comply with all applicable requirements of the Securities Act and that is requiredthe Exchange Act and to obtain any desired acceleration of the effective date of the Registration Statement, such provision of information and materials to be a condition precedent to the obligations of the Company hereunder to register the Common Stock issued or issuable upon the exercise of the Common Stock Warrants. The offerings made pursuant to the Act and the related rules and policies of the SEC, to Registration Statement shall not be included in any registration statement filed pursuant heretounderwritten.

Registration of Shares. (ia) As soon as reasonably practicable, but in no event No later than June 30120 days following the filing of the Amendment to Parent Charter, 2013, the Company shall, at its expense, file, Parent shall file with the SEC, a Form S-3 registration statement under covering: (1) the Act resale to the public by (a) the Selling Equity Holder of the shares of Parent Common Stock issued upon the conversion of the Preferred Stock Consideration issued at Closing (including the Escrowed Shares), (b) the Parent Investors (and their respective transferees or distributees) of the Parent Common Stock issued pursuant to the Subscription Agreements, and (c) the holders of the Parent Replacement Warrants (and their respective transferees or distributes) of the Parent Common Stock issuable upon exercise of the Parent Replacement Warrants; and (2) to the extent the Selling Equity Holder wishes to distribute any shares of Parent Common Stock to its members, the distribution of such shares to the members of the Selling Equity Holder (the “Stockholder Registration Statement”) (together, the “Registrable Securities”). Notwithstanding the foregoing, if the SEC informs Parent that any of the Registrable Securities to be covered by the Stockholder Registration Statement cannot, as a result of the application of Rule 415 of the Securities Act, be registered for resale as a secondary offering on a single registration statement, the number of shares of Registrable Securities to be covered by the Stockholder Registration Statement shall be reduced by such number of shares (if any) as may be required by the SEC (the “Reduction Shares”), and in such event, Parent shall file a subsequent registration statement, as described above, as soon as practicable thereafter covering the resale, by Warrantholder, of this Warrant and Reduction Shares (the Warrant “Reduction Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the ActRegistration Statement”). The Company agrees to provide the Warrantholder (and Parent shall use its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use best commercially reasonable efforts to cause such registration statement the Stockholder Registration Statement and the Reduction Shares Registration Statement, if any, to become be declared effective under by the Act SEC as soon as reasonable practicablepracticable after their respective initial filing dates and shall cause the Stockholder Registration Statement and the Reduction Shares Registration Statement, but in no event later than 45 daysif any, after to remain effective for at least twenty-four (24) months. Within thirty (30) days of the date such final Milestone Event, Parent shall file with the SEC, a registration statement is initially filed with covering (a) the SEC resale to the public by the Selling Equity Holder of the shares of Parent Common Stock issued and issuable pursuant to Article II as Post-Closing Parent Stock Consideration; and (b) to the extent the Selling Equity Holder wishes to distribute any such shares of Parent Common Stock to its members, the distribution of such shares to the members of the Selling Equity Holder (the “Milestone Registration Statement”). Parent shall use its best commercially reasonable efforts to cause such registration statement (or, to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) Milestone Registration Statement to be continuously declared effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under SEC as soon as practicable after its initial filing date and shall cause the 1934 Act in such a manner so as Milestone Registration Statement to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant heretoremain effective for at least eighteen (18) months.

Registration of Shares. (i) As soon as reasonably practicableWithin 30 days after the Effective Time with respect to an issuance pursuant to Section 6.9(b), but in no event later than June 30, 2013, the Company shall, at its expense, file, Purchaser shall prepare and file with the SECSEC a "Shelf" registration statement (such registration statement including the prospectus, amendments and supplements to such registration statement or prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement, a Form S-3 registration statement under "Registration Statement") covering all of the Act covering the resale, by Warrantholder, of this Warrant and the Warrant Merger Shares underlying this Warrant for an offering to be made on a delayed and continuous basis pursuant to Rule 415 promulgated under the 1933 Act. The Company agrees Although all of the Merger Shares shall be covered by such Registration Statement, any contractual restrictions on sale shall continue to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such commentsapply. The Company shallRegistration Statement shall be on Form S-3 (except if Purchaser is not then eligible to register for resale the Merger Shares on Form S-3, at such registration shall be on Form S-1 or another appropriate form in accordance herewith as the Holders, by vote of the Holders of a majority of the Merger Shares, may approve). Purchaser shall use its expense, use commercially reasonable best efforts to cause such registration statement the Registration Statement to become be declared effective under the 1933 Act as soon promptly as reasonable practicable, but in no event later than 45 days, possible after the date such registration statement is initially filed with the SEC filing thereof, and shall use its reasonable best efforts to cause keep such registration statement (or, to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be Registration Statement continuously effective under the 1933 Act until the date which is two years after the date that such time as this Warrant and Registration Statement is declared effective by the SEC or such earlier date when all Warrant Merger Shares issued hereunder covered by such Registration Statement (the "Registrable Securities") have been sold pursuant to such registration statement(s) or may be sold without volume restrictions pursuant to Rule 144 (or any successor thereto). The Company shall (x144(k) cause amendments promulgated under the 1933 Act as determined by counsel to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales Purchaser pursuant to any a written opinion letter to such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in effect (the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant hereto"Effectiveness Period").

Registration of Shares. (i) As soon as reasonably practicable, but in no event later than June 30, 2013, the Company shall, at its expense, fileAcquiror, with the assistance of Target and its representatives, will promptly file a Registration Statement on Form S-4 (the "REGISTRATION STATEMENT") with the Securities and Exchange Commission (the "SEC") and a prospectus which shall satisfy all applicable requirements of applicable state and federal laws, a Form S-3 registration statement including the Securities Act, the Exchange Act, and applicable state securities laws and the rules and regulations thereunder. The Registration Statement shall also include any information required under applicable law in connection with the shareholders' meeting or consent solicitation Target will hold or conduct pursuant to Section 4.4 hereof. The number of shares to be registered will be an amount sufficient to allow all of the shares of the Acquiror Common Stock issued to holders of the Target Capital Stock pursuant to this Agreement to be registered under the Act covering the resale, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Securities Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, Acquiror will use commercially reasonable efforts to cause such registration statement to become effective under secure the Act as soon as reasonable practicable, but in no event later than 45 dayseffectiveness of the Registration Statement and, after the date Registration Statement has been declared effective to make the Registration Statement available for mailing to the shareholders of the Target. Acquiror may rely upon all information expressly provided to it by Target and its representatives for inclusion in the preparation of the Registration Statement, any post-effective amendment thereto and shall not be liable for any untrue statement of a material fact or any omission to state a material fact in the Registration Statement, the post-effective amendment, if such registration statement is initially filed made in reliance upon any information expressly provided to it by Target or by any of its officers or representatives for inclusion in the Registration Statement. Acquiror shall promptly take all such actions as may be necessary or appropriate in order to comply in all material respects with all applicable securities laws of any state having jurisdiction over the transactions contemplated by this Agreement and the Merger. Acquiror shall furnish Target with copies of all such filings and keep Target advised of the status thereof. Acquiror shall promptly notify Target of all communications, oral or written, with the SEC and shall use its best efforts to cause such registration statement (or, concerning the Registration Statement. Prior to the extent applicableEffective Time, Acquiror shall file with the NASDAQ Stock Market a replacement registration statement filed in accordance Notification Form for Listing of Additional Shares with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or respect to the related prospectus(es)) to be filed to shares of Acquiror Common Stock issuable upon conversion of the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development that, Target Capital Stock in the reasonable discretion Merger, and in respect of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the right, Common Options and Target Warrants and New Options being assumed by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant heretoAcquiror.

Registration of Shares. (i) As soon as reasonably practicable, but in no event later than June 30, 2013, the Company shall, at its expense, fileAcquiror, with the SECassistance of Target and its representatives, will promptly file a Registration Statement on an appropriate form with the SEC which shall include a joint proxy statement for Target and for Acquiror and a prospectus which shall satisfy all applicable requirements of applicable state and federal Laws, including the Securities Act, the Exchange Act, and applicable state securities Laws and the rules and regulations thereunder (such joint proxy statement and prospectus, together with any and all amendments or supplements thereto, being herein referred to as the "Joint Proxy Statement/Prospectus," and the various documents to be filed by Acquiror under the Securities Act with the SEC to register the Acquiror Common Stock into which shares of Target Common Stock held by stockholders will be converted, including the Joint Proxy Statement/Prospectus, are referred to herein as the "Registration Statement"). The number of shares to be registered will be an amount sufficient to allow all of the shares of the Acquiror Common Stock issued to holders of the Target Common Stock pursuant to this Agreement to be registered under the Securities Act. Acquiror will use commercially reasonable efforts to secure the effectiveness of the Registration Statement and, after the Registration Statement has been declared effective, will issue the shares so registered to the holders of the Target Common Stock on the Effective Date. Acquiror may rely upon all information provided to it by Target and its representatives in the preparation of the Registration Statement, any post-effective amendment thereto and the Joint Proxy Statement/Prospectus and shall not be liable for any untrue statement of a material fact or any omission to state a material fact in the Registration Statement, the post-effective amendment, or the Joint Proxy Statement/Prospectus, if such statement is made in reliance upon any information provided to it by Target or by any of its officers or representatives. Acquiror shall promptly take all such actions as may be necessary or appropriate in order to comply in all material respects with all applicable securities Laws of any state having jurisdiction over the transactions contemplated by this Agreement and the Merger. Acquiror shall furnish Target with copies of all such filings and keep Target advised of the status thereof. Acquiror shall promptly notify Target of all communications, oral or written, with the SEC concerning the Registration Statement and the Joint Proxy Statement/Prospectus. Prior to the Effective Time, Acquiror shall file with The Nasdaq Stock Market ("Nasdaq") a Notification Form S-3 for Listing of Additional Shares with respect to the shares of Acquiror Common Stock issuable upon conversion of the Target Common Stock in the Merger. Acquiror shall take all corporate action necessary to reserve for issuance a sufficient number of shares of Acquiror Common Stock for delivery upon exercise of the Acquiror Stock Options in accordance with Section 1.5(c). Acquiror shall file a registration statement under the Act covering the resale, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder Form S-8 (and its counselor any successor form) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SECor another appropriate form, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at use its expense, use commercially reasonable efforts to cause such registration statement Form S-8 to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, practicable after the date Effective Time, with respect to Acquiror Common Stock subject to the Acquiror Stock Options and shall use commercially reasonable efforts to maintain the effectiveness of such registration statement is initially filed or registration statements (and maintain the current status of the prospectus or prospectuses contained therein) for so long as such options remain outstanding. With respect to those individuals who, as of the Effective Time, will be subject to the reporting requirements under Section 16(a) of the Exchange Act, with regard to transactions in Acquiror securities, Acquiror shall take such action as may be necessary at or before the SEC and shall use its best efforts Effective Time to cause such registration statement (or, the receipt of Acquiror Stock Options pursuant to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwiseSection 1.5(c) to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(sexempt from Section 16(b) or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Exchange Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant hereto.

Registration of Shares. Promptly after the execution of this Agreement, the Company will enter into a customary registration rights agreement for the benefit of the holders that will be issued shares of Common Stock in exchange for the Waiver (ithe “Eligible Holders”), in a form reasonably acceptable to the Holder and its counsel, which will provide that at such time as the Company becomes eligible to use a short form registration statement on Form S-3 or any successor form, upon written request from Eligible Holders holding a majority of the shares of Common Stock issued in exchange for the Waiver (including the Additional Shares issued to the Holder pursuant to Section 1.5(b) As above), the Company shall use commercially reasonable efforts to file a shelf registration statement as soon as reasonably practicable, but in no event later than June 3030 days after such written notice is delivered, 2013, registering the Company shall, at its expense, file, with resale of the SEC, a Form S-3 registration statement under Shares by the Act covering the resale, by Warrantholder, of this Warrant Eligible Holders thereof and the Warrant resale of the Additional Shares underlying this Warrant on a delayed and continuous basis by the Holder, pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (Securities Act and its counsel) with a reasonable opportunity to review and provide comments to the have such shelf registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become declared effective under the Act as soon as reasonable practicable, but in no event later than 45 days, after the date such registration statement is initially filed with the SEC and shall use its best efforts to cause such registration statement . So long as any Eligible Holder owns Shares (or, in the case of the Holder, Additional Shares), the Company will file any amendments and/or supplements to the extent applicable, a replacement shelf registration statement filed in accordance with Rule 415(a)(5) and (6) under the Securities Act or otherwise) to be continuously effective under covering the Act until such time as this Warrant and all Warrant sale of the Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 by the Eligible Holder (or the Additional Shares by the Holder), and supplement and keep current any successor thereto). The prospectus forming a part of such shelf registration statement, as may be necessary to permit the Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Securities Act and the rules and regulations thereunder through the second anniversary of the later of (i) the issue date of the Shares or (ii) the issue date of the Additional Shares. The Company’s obligation to prevent any such file the shelf registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to keep it current shall depend on the Company or its securities)receiving from the Eligible Holders in writing such information regarding the Eligible Holders and the distribution of the Shares and Additional Shares as the Company may, from time to time, reasonably request. Notwithstanding anything to the contrary herein, upon the occurrence Company may delay or existence of any pending corporate development that, in suspend the reasonable discretion effectiveness of the Company, makes it appropriate to suspend the availability of any such shelf registration statement, for a reasonable period of time, but not in excess of an aggregate of 60 days in an calendar year, if the Company shall have provides to the rightEligible Holders a certificate executed by the chief executive officer of the Company certifying that the Board of Directors of the Company has determined reasonably and in good faith that the initial effectiveness of the shelf registration statement or the continuing effectiveness thereof would require the disclosure of material, by notice non-public information that would be detrimental to Warrantholderthe Company if so disclosed or would otherwise materially adversely affect a financing, to cause Warrantholder to (andacquisition, upon its receipt of such noticedisposition, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period merger or 75 days in the aggregate in any twelve-month periodother material transaction. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective shelf registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunderis declared effective, the Company covenants Eligible Holders shall also be granted “piggyback” registration rights with respect to timely file all reports required to be filed any registration proposed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement of its Common Stock (other than on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant heretoForms S-8 or S-4).

Registration of Shares. Notwithstanding any other provision hereof (including, without limitation, any election of Net Share Settlement or Cash Settlement by Party B but excluding any election by Party B of Net Share Settlement or Cash Settlement under "Decline in Share Price/Decline in Credit Rating" above), unless both parties hereto conclude that a public sale of the Shares acquired by it or the Hedge Subsidiary in connection with this Transaction does not require registration under the Securities Act of 1933 (the "Securities Act"), which conclusion shall be communicated by each party to the other, by means of any of the methods specified in Section 12 of the ISDA Agreement, as promptly as is reasonable practicable, and in any event by the first Business Day following a Termination Date or Optional Termination Date, as applicable, Physical Settlement shall apply with respect to such Termination Date or Optional Termination Date unless the following conditions have been satisfied: (i) As soon on the Optional Termination Date or Termination Date (or, in the context of a Regulatory Event, the Election Date), as reasonably practicablethe case may be, but a registration statement (a "Registration Statement") naming as selling shareholders Party A and the Hedge Subsidiary and covering the public resale of all Shares held by Party A or the Hedge Subsidiary to hedge this Transaction and all Shares deliverable by Party B to Party A pursuant to the Net Share Settlement provisions hereof (collectively, the "Registrable Shares") shall have been filed with, and declared effective by, the Securities and Exchange Commission under the Securities Act, and no stop order shall be in effect with respect to such Registration Statement; (ii) a printed prospectus relating to the Registrable Shares (including any prospectus supplement thereto and amendments thereof, a "Prospectus") shall have been delivered to Party A and the Hedge Subsidiary in such quantities as Party A shall have requested no event later than June 30the Optional Termination Date, 2013Termination Date or Election Date; (iii) the Registration Statement and the Prospectus shall be in form and substance reasonably satisfactory to Party A; (iv) no later than the Exchange Business Day before the Optional Termination Date, Termination Date or Election Date, Party A and Party B shall have entered into an agreement (a "Transfer Agreement") in connection with the public resale of the Registrable Shares by Party A and the Hedge Subsidiary substantially similar to underwriting agreements customary for underwritten offerings of equity securities, in form and substance reasonably satisfactory to Party A and Party B, providing for (without limitation): indemnification of, and continuation in connection with the liability of, Party A and the Hedge Subsidiary, the Company shalldelivery of customary opinions of counsel and accountants "comfort letters", at its expensethe continuous effectiveness of the Registration Statement until the fortieth day after the Optional Termination Date, fileTermination Date or Election Date, or if earlier, such time as all Registrable Shares have been resold pursuant thereto and all expenses in connection with the SEC, a Form S-3 registration statement under the Act covering the such resale, including all registration costs and all fees and expenses of counsel for each of Party A and Party B, have been paid by Warrantholder, of this Warrant Party B; (v) Party A and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with Hedge Subsidiary shall have been afforded a reasonable opportunity to review conduct a due diligence investigation with respect to The Warnaco Group, Inc. customary in scope for underwritten offerings of equity securities, and provide comments acceptance of the results of such investigation by Party A and the Hedge Subsidiary cannot be unreasonably withheld; (vi) all conditions to the registration statement in advance obligations of filing with each party under the SECTransfer Agreement shall have been satisfied or waived no later than the Optional Termination Date, Termination Date or Election Date, and agrees to reasonably consider (vii) the inclusion representations and warranties of changes Party B set forth herein and in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, after Transfer Agreement shall be true and correct on the date of delivery of Registrable Shares to purchasers of such registration statement is initially filed with the SEC Shares as though made at such time, and Party B shall use have performed all its best efforts to cause obligations set forth herein and in such registration statement (or, to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) Transfer Agreement to be continuously effective under the Act until performed by such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto)time. The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development thatIf, in the context of the Decline in Share Price/Decline in Credit Rating/ Termination of Credit Agreement provision, Party B has elected Cash Settlement or in the event Party B has elected Net Share Settlement and Party B is required to deliver Shares to Party A and any condition specified in items (i)-(vii) of the previous paragraph shall not have been satisfied in the manner and at the times specified therein, Party A may determine to (a) have some or all Registrable Shares sold in one or more transactions exempt from the registration requirements of the Securities Act, or (b) extend this Transaction in order to give Party B more time to satisfy such conditions. If Party A chooses the action set forth in clause (a) above, Party B shall pay all costs of such sales by Party A, including, without limitation, any applicable sales or purchase taxes, transfer taxes and commissions. If Party A chooses the action set forth in clause (b) above, the Calculation Agent will in its reasonable discretion of adjust the Company, makes it appropriate terms hereof to suspend take into account any additional costs to Party A and the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt Hedge Subsidiary of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant heretoextension.

Registration of Shares. At its sole expense, Aevi shall prepare and file with the Securities and Exchange Commission (ithe “SEC”) As a resale registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Securities Act”) (it being agreed that such registration statement shall be a registration statement filed for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act (or any successor rule), including any post-effective amendment thereto, if then available to Aevi, and if Form S-3 is not then available to Aevi, such resale registration statement shall be on Form S-1 or any similar or successor form under the Securities Act (the registration statement filed pursuant to this Section 7.1.3 being referred to as the “Registration Statement”)) for the resale of all or part of the Shares. Aevi shall file the Registration Statement as promptly as practicable following the License Effective Date, but in no event later than the thirtieth (30th) calendar day following the License Effective Date provided, however, that if such date is not a Business Day or is such other day that the SEC is closed for business, the date by which such Registration Statement shall be filed shall be extended to the next Business Day on which the SEC is open for business. Such registration statement shall be in the form of a customary resale registration statement and shall include a plan of distribution permitting MedImmune to sell the Shares by any method legally available (including direct sales to purchasers, a sale to or through brokers, dealers or agents, a sale over the internet, block sales, derivative transactions with third parties, sales in connection with short sales and other hedging transactions). Aevi shall afford MedImmune reasonable opportunity to review and provide comments on a draft of the Registration Statement prior to filing. After the filing of the Registration Statement, Aevi shall use Commercially Reasonable Efforts to cause the Registration Statement to be declared effective by the SEC staff as soon as reasonably practicable, but in no event later than June 30the sixtieth (60th) calendar day following the License Effective Date (or the ninetieth (90th) calendar day following the License Effective Date in the event of a full review by the SEC); provided, 2013however, that if Aevi is notified by the SEC that the Registration Statement will not be reviewed or is no longer subject to further review and comments, the Company shalldate by which such Registration Statement shall be declared effective by the SEC staff shall be the fifth (5th) Business Day following the date on which Aevi is so notified if such date precedes the dates otherwise required above; provided, at its expensefurther, filethat if any such date is not a Business Day or is such other day that the SEC is closed for business, with the SECdate by which such Registration Statement shall be declared effective by the SEC staff shall be extended to the next Business Day on which the SEC is open for business. Thereafter, Aevi shall use Commercially Reasonable Efforts to keep such Registration Statement continuously effective, including by filing any necessary post-effective amendments to such Registration Statement or a Form S-3 new registration statement until the earlier of (a) the date on which all of the Shares have been sold, either pursuant to such Registration Statement or any successor registration statement filed under the Act covering the resaleSecurities Act, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, after the date such registration statement is initially filed with the SEC and shall use its best efforts to cause such registration statement (or, prior to the extent applicable, a replacement registration statement filed applicable period referred to in accordance with Section 4(a)(3) of the Securities Act and Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s174 thereunder) or pursuant to Rule 144 or other exemption from registration under the Securities Act, (b) such time as none of the Shares are outstanding, and (c) such time as all Shares owned by MedImmune are able to be sold by MedImmune without restriction as to volume or any successor theretomanner of sale pursuant to Rule 144 under the Securities Act; provided that, in the case of clause (c). The Company shall (x) cause amendments to each such registration statement (or , Aevi has delivered an opinion of counsel reasonably satisfactory to the related prospectus(es)) transfer agent for the Common Stock to be filed such effect. Aevi shall use Commercially Reasonable Efforts to cooperate with MedImmune in any sales of Shares pursuant to the extent Registration Statement, and shall amend or supplement the Registration Statement or prospectus relating to such Registration Statement as may be reasonably requested by MedImmune, or as may be necessary to keep such Registration Statement effective and to comply with the provisions of the Securities Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating with respect to the Company or its securities)disposition of all Shares, for so long as MedImmune owns any Shares. Notwithstanding anything to the contrary hereinFurther, upon the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company Aevi shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company it under the 1934 Securities Exchange Act of 1934, as amended, (the “Exchange Act”) and the SEC’s rules and regulations thereunder, and will take such further action as MedImmune may reasonably request, to the extent required to enable MedImmune to sell Shares without registration under the Securities Act in such a manner so as accordance with Rule 144. Aevi shall use Commercially Reasonable Efforts to prevent cause the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, Shares to be included listed on the Nasdaq Global Market or such other national securities exchange on which the Common Stock is then listed. For the avoidance of doubt, Aevi will not be deemed to have breached its obligation to use Commercially Reasonable Efforts to cause the Shares to be listed on the Nasdaq Global Market in any registration statement filed pursuant heretothe event that its Common Stock is delisted from the Nasdaq Global Market.

Registration of Shares. The Company will (i) As use best efforts to prepare and file, within 30 days after the Closing, a Registration Statement (the “Registration Statement”) with the SEC to register resales under the Securities Act of the Common Stock and Common Stock issuable upon the exercise of the Common Stock Warrants by the Subscriber, (ii) use its reasonable best efforts to cause the Registration Statement to become effective as soon as reasonably practicablepracticable after such filing, but in no event later than June 30, 2013, the Company shall, at (iii) use its expense, file, with the SEC, a Form S-3 registration statement under the Act covering the resale, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable best efforts to cause such registration statement to become effective as promptly as practicable and to remain effective until the first anniversary of the Closing (except as otherwise set forth above); provided that the Company may suspend sales at any time under the Act as soon as reasonable practicable, but in no event later than 45 days, after the date such registration statement is initially filed with the SEC and shall use its best efforts to cause such registration statement (or, Registration Statement immediately upon notice to the extent applicableSubscriber, for a replacement registration statement filed period or periods of time not to exceed 90 days in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or aggregate during any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material 12-month period, if there then exists material, non-public information relating to the Company or its securities). Notwithstanding anything to the contrary hereinCompany, upon the occurrence or existence of any pending corporate development that, which in the reasonable discretion opinion of the Company, makes it would not be appropriate for disclosure during that time, and (iv) prepare and file with the SEC such amendments and supplements to suspend the availability of any Registration Statement and the prospectus used in connection therewith as may be necessary to keep such registration statementRegistration Statement effective for the period specified in this sentence above. Without limiting the foregoing, the Company will promptly respond to all SEC comments, inquiries and requests, and shall have request acceleration of effectiveness at the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such earliest possible date. In the event a registration statement, provided that such suspensions, when taken together, shall in no event exceed statement is not filed with the SEC within 30 days or is not declared effective within 90 days from the date of filing, then in such event a fee of 1% per month (or portion thereof) shall be assessed against the aggregate Company as a Default Payment and in any three-month favor of the holders of the Common Stock and Warrants for each such 30 day period or 75 days in the aggregate in any twelve-month period. Until until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Actis declared effective. Warrantholder agrees to The Subscriber shall provide all information relating and materials, including, without limitation, all information requested in a questionnaire to Warrantholder that is reasonably and in good faith requested be provided to the Subscriber by the Company, and take all such action as may be required in order to permit the Company to comply with all applicable requirements of the Securities Act and that is requiredthe Exchange Act and to obtain any desired acceleration of the effective date of the Registration Statement, such provision of information and materials to be a condition precedent to the obligations of the Company hereunder to register the Common Stock issued or issuable upon the exercise of the Common Stock Warrants. The offerings made pursuant to the Act and the related rules and policies of the SEC, to Registration Statement shall not be included in any registration statement filed pursuant heretounderwritten.

Registration of Shares. (i) As soon as reasonably practicable, but in no event later than June 30, 2013, the Company shall, at its expense, fileColumbia Bancorp, with the SECassistance of Suburban Bancshares and its representatives, will promptly file a Form S-3 registration Registration Statement with the SEC which shall include a joint proxy statement for Columbia Bancorp and Suburban Bancshares and a prospectus which shall satisfy all applicable requirements of applicable state and federal laws, including the Securities Act, the Exchange Act, and applicable state securities laws and the rules and regulations thereunder (such joint proxy statement and prospectus, together with any and all amendments or supplements thereto, being herein referred to as the "Proxy Statement/Prospectus," and the various documents to be filed by Columbia Bancorp under the Securities Act covering with the resaleSEC to register the Columbia Bancorp Common Stock into which shares of the Common Stock of Suburban Bancshares held by stockholders will be converted, by Warrantholderincluding the Proxy Statement/Prospectus, are referred to herein as the "Registration Statement"). The number of this Warrant and shares to be registered will be an amount sufficient to allow all of the Warrant Shares underlying this Warrant on a delayed and continuous basis shares of the Common Stock of Columbia Bancorp issued to holders of the Common Stock of Suburban Bancshares pursuant to Rule 415 this Plan to be registered under the Securities Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, Columbia Bancorp will use commercially reasonable efforts to cause such registration statement to become effective under secure the Act as soon as reasonable practicable, but in no event later than 45 dayseffectiveness of the Registration Statement and, after the date Registration Statement has been declared effective, will issue the shares so registered to the holders of the Common Stock of Suburban Bancshares on the Effective Date. Columbia Bancorp may rely upon all information provided to it by Suburban Bancshares and its representatives in the preparation of the Registration Statement, any post-effective amendment thereto and the Proxy Statement and shall not be liable for any untrue statement of a material fact or any omission to state a material fact in the Registration Statement, the post-effective amendment, or the Proxy Statement, if such registration statement is initially filed made in reliance upon any information provided to it by Suburban Bancshares or by any of its officers or authorized representatives. Columbia Bancorp shall promptly take all such actions as may be necessary or appropriate in order to comply in all material respects with all applicable securities laws of any state having jurisdiction over the transactions contemplated by this Plan and the Holding Company Merger. Columbia Bancorp shall furnish Suburban Bancshares with copies of all such filings and keep Suburban Bancshares advised of the status thereof. Columbia Bancorp shall promptly notify Suburban Bancshares of all communications, oral or written, with the SEC concerning the Registration Statement and shall use its best efforts to cause such registration statement (or, the Proxy Statement/Prospectus. Prior to the extent applicableEffective Date, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under Columbia Bancorp will cause the Act or otherwise) to be continuously effective under listing of the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold Common Stock of Columbia Bancorp deliverable pursuant to such registration statement(s) or pursuant to Rule 144 this Plan on The National Market of The National Association of Securities Dealers, Inc. (or any successor thereto"NASDAQ"). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant hereto.

Registration of Shares. (i) As soon as reasonably practicable, but in no event later than June 30, 2013, the Company shall, at The Purchaser shall use its expense, file, with the SEC, a Form S-3 registration statement under the Act covering the resale, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially best reasonable efforts to cause such include the Ordinary Shares underlying the Closing Shares Payment in any registration statement that it files with the SEC during the six (6) months following the issuance of such Ordinary Shares to become effective under the Act as soon as reasonable practicableSeller, but in no event later than 45 days, after the date provided that if such registration statement is initially filed with pursuant to an underwritten offering, either for the SEC and shall use its best efforts to cause account of the Purchaser or for the account of other selling shareholders, the inclusion of such Ordinary Shares in such registration statement (orshall be subject to customary underwriter's cut backs. The Seller will indemnify Purchaser and each of its officers and directors, to the extent applicableagainst all claims, a replacement registration statement filed in accordance with Rule 415(a)(5) losses, damages and (6) under the Act or otherwise) to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 liabilities (or actions in respect thereof) arising out of or based on any successor thereto). The Company shall (x) cause amendments to each such registration untrue statement (or to the related prospectus(es)alleged untrue statement) to be filed to the extent necessary to comply with the Act or to prevent of a material fact contained in any such registration statement and provided by Seller, or any omission (or prospectusalleged omission) from containing by Seller to state therein a material misstatement fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Purchaser and each of its officers and directors, or the underwriters, for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission of fact; (or alleged omission) is made in such registration statement, in reliance upon and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public in conformity with written information relating furnished to the Company Purchaser by the Seller; provided, however, that this undertaking of the Seller shall not apply to amounts paid in settlement of any loss if such settlement is effected without the consent of the Seller (which consent shall not be unreasonably withheld, delayed or its securitiesconditioned). Notwithstanding anything , and provided, further, that the obligations of the Seller hereunder shall be limited to an amount equal to the contrary hereinproceeds received by the Seller from its sale of shares pursuant to such registration. The Purchaser will indemnify Seller and each of its shareholders, upon the occurrence officers and directors, against all claims, losses, damages and liabilities (or existence actions in respect thereof) arising out of or based on any pending corporate development that, untrue statement (or alleged untrue statement) of a material fact contained in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statement, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the Company shall have statements therein not misleading, and will reimburse the rightSeller and each of its shareholders, by notice to Warrantholderofficers and directors, to cause Warrantholder to for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, unless such untrue statement (and, upon its receipt of such notice, Warrantholder shallor alleged untrue statement) suspend sales pursuant to any or omission (or alleged omission) is made in such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days reliance upon and in conformity with written information furnished to the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed Purchaser by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder Seller; provided, however, that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies this undertaking of the SECPurchaser shall not apply to amounts paid in settlement of any loss if such settlement is effected without the consent of the Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned). Prior to be included effecting such registration statement, Seller will enter into and deliver any other agreement or undertaking which is customary and which the Purchaser, or an underwriter in any registration statement filed pursuant heretoan underwritten offering, reasonably requests.

Registration of Shares. (i) As soon as reasonably practicable, but in no event later than June 30, 2013, The Company covenants and agrees that it shall promptly after the Company shallClosing prepare and file, at its cost and expense, file, with the SEC, a Form S-3 registration statement under the Act on Form S-1 (or such other appropriate form) covering the resale, by Warrantholder, of this Warrant and Shares (the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel"Registration Statement") with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, after the date such registration statement is initially filed with the SEC and shall use its best efforts to cause such registration statement (orto be declared effective within 90 days following the Closing. The Company further covenants and agrees to maintain the Registration Statement Effective for one year following the effective date of the Registration Statement, provided, that, notwithstanding the foregoing, if at any time or from time to time after the date of effectiveness of the Registration Statement, the Company notifies the Investors in writing of the existence of a Potential Material Event, the Investors shall not offer or sell any Shares, or engage in any other transaction involving or relating to the extent applicableShares, from the time of the giving of notice with respect to a replacement Potential Material Event until such Investor receives written notice from the Company that such Potential Material Event either has been disclosed to the public or no longer constitutes a Potential Material Event; provided, however, that the Company may not so suspend such right to the Investor during the period the Registration Statement is required to be in effect for more than fifty (50) days, provided, however, that no one such suspension period shall either (i) be for more than twenty (20) days or (ii) begin less than ten (10) business days after the last day of the preceding suspension. As used herein, "Potential Material Event" means any of the following: (i) the possession by the Company of material information not ripe for disclosure in a registration statement, which shall be evidenced by determinations in good faith by the Board of Directors of the Company that disclosure of such information in the registration statement filed would be detrimental to the business and affairs of the Company; or (ii) any material engagement or activity by the Company which would, in accordance with Rule 415(a)(5the good faith determination of the Board of Directors of the Company, be adversely affected by disclosure in a registration statement at such time, which determination shall be accompanied by a good faith determination by the Board of Directors of the Company that the registration statement would be materially misleading absent the inclusion of such information. In the event that the Registration Statement is not declared effective within 90 days following Closing, then the Company shall issue to the Investor, in respect of each full calendar week (beginning on Monday) following such 90th day and (6) under the Act or otherwise) to be continuously effective under the Act continuing until such time as this Warrant the Registration Statement shall have been declared effective, such number of shares of Common Stock as shall be equal to one and all Warrant one quarter percent (1 1/4%) of the number of Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor theretothe "Additional Shares"). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding , provided, that, notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development that, contained in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statementforegoing, the Company shall have the right, by notice no obligation to Warrantholder, to cause Warrantholder to (and, upon its receipt issue any Additional Shares in excess of such noticenumber of Additional Shares as shall be equal to, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any threeaggregate, 10% of the number of Shares issued hereunder. Reporting Status; Eligibility to Use Form S-1. The Company's Common Stock is registered under Section 12 of the Exchange Act. The Company will file with the SEC a Current Report on Form 8-month period or 75 days in the aggregate in any twelve-month period. Until such time as K disclosing this Warrant Agreement and the Warrant Shares issued hereunder have been sold pursuant transactions contemplated hereby within 10 business days after the Closing. Throughout the one year registration period (referred to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunderin Section 4.8 hereof), the Company covenants shall to timely file all reports reports, schedules, forms, statements and other documents required to be filed by it timely with the SEC under the reporting requirements of the Exchange Act, and the Company will not terminate its status as an issuer required to file reports under the 1934 Exchange Act in such a manner so as to prevent even if the Company from becoming ineligible to file a registration statement on Form S-3 under Exchange Act or the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Act and the related rules and policies of regulations thereunder would permit such termination. The Company currently meets, and will take all reasonably necessary action to continue to meet, the SEC, "registrant eligibility" requirements set forth in the general instructions to be included in any registration statement filed pursuant heretoForm S-1.

Registration of Shares. (i) As soon Parent will, as reasonably promptly as practicable, but prepare and file with the SEC a registration statement under the Securities Act with respect to the registration of the shares of Common Stock issuable to the Sellers in connection with the transactions contemplated by this Agreement (the "Registration Statement"). Parent will, and will cause its accountants and lawyers to, cause the Registration Statement to be declared effective as promptly as practicable after filing with the SEC, bar in no event later than June 30, 2013, the Company shallClosing and the Registration Statement shall be kept effective continuously for a period of two years following the later of (i) Closing or (ii) the date on which the Registration Statement is declared effective by the SEC. None of the information supplied or To be supplied by Parent for inclusion or incorporation by reference in the Registration Statement will, at its expense, file, with the SEC, a Form S-3 registration statement under time the Act covering the resale, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, after the date such registration statement Registration Statement is initially filed with the SEC and shall use its best efforts to cause such registration statement (or, to at the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously time it becomes effective under the Act until such Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. If at any time as this Warrant prior to the date on which the Registration Statement is declared effective by the SEC any event in respect of Parent, its officers and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (directors, or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) of its subsidiaries should occur which is required to be filed to described in an amendment of, or a supplement to, the extent necessary to comply with Registration Statement, Parent shall promptly so advise the Act or to prevent any Sellers' Representative and such registration statement (or prospectus) from containing a material misstatement or omission of fact; event shall be so described, and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating or supplement to the Company or its securities)Registration Statement (which the Sellers' Representative shall have a reasonable opportunity to review) shall be promptly filed with the SEC. Notwithstanding anything The Registration Statement will comply as to form in all material respects with the contrary herein, upon the occurrence or existence of any pending corporate development that, in the reasonable discretion provisions of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder have been sold pursuant to an effective registration statement under the Act or pursuant to Rule 144 (or any successor thereto) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant to the Securities Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant heretoregulations thereunder.

Registration of Shares. (ia) As soon In the event that the Option has become exercisable in accordance with Section 2 hereof, then, as reasonably practicablepromptly as practicable upon Golden State's request, but but, in no event later than June 30any event, 2013within six months from the date of Golden State's request, CENFED agrees to prepare and file a registration statement ("Registration Event") under the Company shallSecurities Act, at its expense, fileand any applicable state securities laws, with the SEC, a Form S-3 registration statement under the Act covering the resale, by Warrantholder, of this Warrant and the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant to Rule 415 under the Act. The Company agrees to provide the Warrantholder (and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response respect to any such comments. The Company shall, at proposed disposition by Golden State of any or all of the Option Shares and to use its expense, use commercially reasonable best efforts to cause such registration statement to become effective under the Act as soon expeditiously as reasonable practicable, but in no event later possible and to keep such registration effective for a period of not less than 45 180 days, after the date such registration statement is initially filed with the SEC and shall use its best efforts to cause such registration statement (or, to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed to the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development thatunless, in the reasonable discretion written opinion of counsel to CENFED, addressed to Golden State and reasonably satisfactory in form and substance to Golden State and its counsel, registration is not required for such proposed distribution of the CompanyOption Shares. Notwithstanding the foregoing, makes CENFED shall have the right to delay (the "Delay Right") a Registration Event for a period of up to sixty days in the event it appropriate receives a request from Golden State to suspend effect a Registration Event if CENFED (i) is involved in a material transaction, (ii) determines, in the availability good faith exercise of its reasonable business judgment, that such registration and offering could adversely affect or interfere with bona fide material financing plans of CENFED or would require disclosure of information the premature disclosure of which could materially adversely affect CENFED or any transaction under active consideration by CENFED, or (iii) reasonably requires such delay in order to prepare audited financial statements required to be included in such registration statement, the Company shall have the right, by notice to Warrantholder, to cause Warrantholder to (and, upon . CENFED may exercise its receipt of such notice, Warrantholder shall) suspend sales pursuant to any such registration statement, provided that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate Delay Right not more than once in any twelve-month period. Until such time as this Warrant All fees, expenses and charges incurred by CENFED in connection with the Warrant registration of the Option Shares issued hereunder have been sold pursuant to an effective this Section 5 shall be borne and paid by CENFED. CENFED shall indemnify and hold harmless Golden State, its affiliates and its officers, directors, attorneys and agents from and against any and all losses, claims, damages, liabilities and expenses (including, without limitation, all out-of- pocket expenses, investigation expenses, expenses incurred with respect to any judgment and fees, charges and disbursements of counsel and accountants) arising out of or based upon any statements contained in, or omissions or alleged omissions from, each registration statement under the Act or pursuant to Rule 144 (or any successor theretoand related prospectus) thereunder, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act pursuant to this Section 5, other than any losses, claims, damages, liabilities and expenses arising out of or based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees or prospectus in reliance upon information furnished to provide all information relating to Warrantholder that is reasonably and in good faith requested CENFED by the Company and that is required, pursuant to the Act and the related rules and policies of the SEC, to be included in any registration statement filed pursuant heretoGolden State.

Registration of Shares. (i) As soon as reasonably practicable, but in no event Not later than June 30, 2013270 days from the date hereof, the Company shall, at its expense, file, with the SEC, shall effect a Form S-3 registration statement under the Securities Act covering of all shares of common stock owned by the resale, by Warrantholder, undersigned and which the undersigned requests to be registered within thirty (30) days of this Warrant and receipt of written notice from the Warrant Shares underlying this Warrant on a delayed and continuous basis pursuant Company of such intention to Rule 415 under register the Actshares. The Company agrees will bear all registration expenses (exclusive of underwriting discounts and commissions) of all registrations of the securities owned by the undersigned. If the Company intends to provide distribute any of the Warrantholder (registered shares of the undersigned and/or any other shareholder and/or the Company pursuant to an underwriting and the underwriter advises the Company in writing that marketing factors require a limitation of shares to be underwritten, the number of shares of the undersigned to be included in such underwriting shall not be reduced, pro rata or otherwise, unless all other securities are first entirely excluded from the underwriting or upon receipt of the written consent of the undersigned, which consent may be withheld for any or no reason. If despite the best efforts of the Company, the total number of shares requested by the undersigned to be registered cannot be so included, the Company shall purchase from the undersigned that number of shares which was unable to be included in the underwritten offering at the price per share received in the offering. If the Company shall furnish to the undersigned a certificate signed by the Chief Executive Officer of the Company providing that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its counsel) with a reasonable opportunity to review and provide comments to the registration statement in advance of filing with the SEC, and agrees to reasonably consider the inclusion of changes in response to any such comments. The Company shall, at its expense, use commercially reasonable efforts to cause stockholders for such registration statement to become effective under the Act as soon as reasonable practicable, but in no event later than 45 days, after the date such registration statement is initially filed with the SEC and shall use its best efforts to cause such registration statement (or, to the extent applicable, a replacement registration statement filed in accordance with Rule 415(a)(5) and (6) under the Act or otherwise) to be continuously effective under the Act until such time as this Warrant and all Warrant Shares issued hereunder have been sold pursuant to such registration statement(s) or pursuant to Rule 144 (or any successor thereto). The Company shall (x) cause amendments to each such registration statement (or to the related prospectus(es)) to be filed and it is therefore essential to defer the extent necessary to comply with the Act or to prevent any such registration statement (or prospectus) from containing a material misstatement or omission filing of fact; and (y) promptly notify Warrantholder when any such amendment is required (without disclosing to Warrantholder any material non-public information relating to the Company or its securities). Notwithstanding anything to the contrary herein, upon the occurrence or existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of any such registration statement, the Company shall have the rightright to defer taking action with respect to such filing for a period not to exceed ninety (90) days; provided, however, in the event that the Company shall fail to have a registration statement declared effective by notice to Warrantholderthe United States Securities and Exchange Commission ("SEC") within 270 days of the date hereof for any reason whatsoever, to cause Warrantholder to (and, upon its receipt of such notice, Warrantholder shall) suspend sales including pursuant to any such registration statementthe terms of this paragraph, provided as compensation for the breach of the terms of this Subscription Agreement by the Company, the Company shall immediately transfer to the undersigned 100,000 shares of common stock. For each successive thirty (30) day period commencing on the 271st day from the date hereof that such suspensions, when taken together, shall in no event exceed 30 days in the aggregate in any three-month period or 75 days in the aggregate in any twelve-month period. Until such time as this Warrant and the Warrant Shares issued hereunder Company does not have been sold pursuant to an effective registration statement under filed with the Act or pursuant to Rule 144 (or any successor thereto) thereunderSEC, the Company covenants to timely file all reports required to be filed by the Company under the 1934 Act in such a manner so as to prevent the Company from becoming ineligible to file a registration statement on Form S-3 under the Act. Warrantholder agrees to provide all information relating to Warrantholder that is reasonably and in good faith requested by the Company and that is required, pursuant shall transfer to the Act and undersigned an additional 100,000 shares of common stock. The Company shall not have the related rules and policies of the SEC, right to be included defer registration more than once in any registration statement filed pursuant heretotwelve (12) month period.