WARRANTS TO PURCHASE SHARES OF COMMON STOCK

200 East South Temple

Suite 210

Salt Lake City, Utah   84111

Attention:  Corporate Trust Department

1.   Definitions

Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Warrant Agreement.  As used in this Agreement, the following terms shall have the following meanings:

Agreement: This Registration Rights Agreement, dated as of the Closing Date, among the Issuer and the Initial Holder.

Business Day: A day that is not a Saturday, a Sunday or a day on which banking institutions in the City of New York are authorized or required by law or executive order to be closed.

Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

Person: An individual, trustee, corporation, partnership, limited liability company, joint stock company, trust, unincorporated association, union, business association, firm, government or agency or political subdivision thereof, or other legal entity.

Prospectus: The prospectus included in any Registration Statement with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement (including, without limitation, a prospectus that discloses information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated under the Securities Act), as such prospectus may be amended or supplemented, including, without limitation, as such prospectus may be amended pursuant to Rule 424(b) promulgated under the Securities Act.

Registrable Securities: Any of (i) the Warrant Shares (whether or not the related Warrants have been exercised), or (ii) any other securities issued or issuable with respect to any Warrant Shares by way of stock dividends or stock splits or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise.  As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) such securities shall have been disposed of by the holder thereof pursuant to a Registration Statement that has been declared effective

under the Securities Act, (ii) such securities are eligible for sale to the public by non-affiliates of the Issuer pursuant to Rule 144 by the holder thereof without being subject to volume limitations, or (iii) such securities shall have otherwise been transferred by the holder thereof in compliance with the Securities Act and any applicable state securities laws and new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Issuer or its transfer agent or direct registration or other book entry registration of such securities without reference to any restriction restricting further transfer shall have been effected by the Issuer or its transfer agent.  For the avoidance of doubt, if at any time after the Warrants comply with clause (ii) above, if at such time there are no outstanding Warrant Shares which were exercised other than by the cashless exercise feature of such Warrants, then the parties agree that the provisions of clause (ii) shall be satisfied if such Warrant Shares issuable upon the future exercise of such Warrants pursuant to such cashless exercise provision would then otherwise meet the requirements for sale by non-affiliates pursuant to Rule 144 without volume limits.

Registrable Shares: Any of (i) the Warrant Shares (whether or not the related Warrants have been exercised), and (ii) any other securities issued or issuable with respect to any Warrant Shares by way of stock dividends or stock splits or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise.  As to any particular Registrable Shares, such securities shall cease to be Registrable Shares when (i) such securities shall have been disposed of by the holder thereof pursuant to a Registration Statement that has been declared effective under the Securities Act, (ii) such securities are eligible for sale to the public by non-affiliates of the Issuer pursuant to Rule 144 by the holder thereof without being subject to volume limitations, or (iii) such securities shall have otherwise been transferred by the holder thereof in compliance with the Securities Act and any applicable state securities laws and new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Issuer or its transfer agent or direct registration or other book entry registration of such securities without reference to any restriction restricting further transfer shall have been effected by the Issuer or its transfer agent.

Registration Statement: Any registration statement filed under the Securities Act covering the Registrable Securities.

Rule 144: Rule 144 promulgated under the Securities Act, as such rule may be amended from time to time.

Rule 415: Rule 415 promulgated under the Securities Act, as such rule may be amended from time to time.

Securities Act: The Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

Selling Holder: A Holder of Registrable Securities who is selling Registrable Securities in accordance with Section 2 hereof.

Underwritten Registration or Underwritten Offering: A registration in which securities of the Issuer are sold to an underwriter for reoffering to the public.

Warrant Agreement: The Warrant Agreement, dated as of the Closing Date, between the Issuer and Bank of Utah, as Trustee.

2.   Registration of Registrable Securities

(a)   Shelf Registration of Registrable Securities .

(i)   The Issuer shall (x) prepare and file with the SEC promptly after the date hereof, but in no event later than the Filing Date, a “shelf” Registration Statement pursuant to Rule 415 (the “ Shelf Registration Statement ”) covering resales of the Registrable Securities (the “ Registration ”), (y) use its best efforts to cause such Shelf Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof, but in no event later than the Effectiveness Date and (z) use its best efforts to keep the Shelf Registration Statement effective until October 31, 2013 or such shorter period that will terminate when (I) all of the Registrable Securities have been sold pursuant to a Registration Statement or (II) all the outstanding Securities cease to be Registrable Securities (the “ Effectiveness Period ”).  Notwithstanding an early termination pursuant to Section 2(a)(i)(z)(II), the Issuer’s registration obligations under this Section 2(a)(i) shall be immediately reinstated if at any time during the term of this Agreement Warrants or Warrant Shares once again become Registrable Securities, because they are no longer eligible for sale to the public by non-affilates of the Issuer pursuant to Rule 144 by the holder thereof without being subject to volume limitations, provided that in the case of any reinstated registration obligation Issuer shall have 30 days to file and have declared effective any such Registration Statement, before the failure to file and maintain a Registration Statement shall be a Registration Default.  The Issuer shall provide to each Holder of Registrable Securities copies of the Prospectus that is a part of the Shelf Registration Statement, notify each such Holder of Registrable Securities when the Shelf Registration Statement has become effective and take such other actions as are required to permit unrestricted resales of the Registrable Securities.  The Issuer shall require a Selling Holder that sells Registrable Securities pursuant to the Shelf Registration Statement to be named as a Selling Holder in the related prospectus and to deliver a prospectus to purchasers, and any such Selling Holder shall be bound by the provisions of this Agreement that are applicable to such Selling Holder (including certain indemnification rights and obligations).  Each Selling Holder shall deliver information to be used in connection with the Shelf Registration Statement within the time period set forth in this Agreement in order to have its Registrable Securities included in the Shelf Registration Statement.

(ii)   If the Registration, or any Subsequent Registration (as defined below) ceases to be effective for any time during the Effectiveness Period, the Issuer shall use its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days of such cessation of effectiveness amend such Registration Statement if and to the extent such amendment can be reasonably expected to obtain the withdrawal of the order suspending the effectiveness thereof, or the Issuer shall use its best efforts to file an additional “shelf” Registration Statement (a “ Subsequent Registration Statement ”) pursuant to Rule 415 covering all of the Registrable Securities (a “ Subsequent Registration ”) on or prior to 90 days after such cessation of effectiveness and to cause the Subsequent Registration Statement to be declared effective on or prior to 180 days after such cessation of effectiveness.  Upon a Subsequent Registration Statement being declared effective, the Issuer shall use its best efforts to keep such Subsequent Registration Statement continuously effective for a period equal to the number of days in the Effectiveness Period less the aggregate number of days during which the Registration Statement, and any Subsequent Registration, was previously effective.

(b)   Piggy-Back Registration of Registrable Warrant Shares .

(i)   If at any time after the Closing Date and prior to the Filing Date the Issuer proposes to file a registration statement under the Securities Act with respect to an offering by the Issuer for its own account or for the account of any holders of its Common Stock (other than (x) a registration statement on Form S-4 or Form S-8 (or any substitute form that may be adopted by the SEC) or (y) a registration statement filed in connection with an exchange offer or offering of securities solely to the Issuer's existing security holders), then the Issuer shall give written notice of such proposed filing to the Holders of Registrable Shares as soon as practicable (but in no event fewer than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Shares as each Holder of Registrable Shares may request in writing within 20 days after receipt of such written notice from the Issuer (which request shall specify the Registrable Shares intended to be disposed of by such Selling Holder and the intended method of distribution thereof) (a “ Piggy-Back Registration ”).  The Issuer shall use its reasonable best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (x) the end of the Effectiveness Period or (y) the consummation of the distribution by the Selling Holders of all of the Registrable Shares covered thereby.  The Issuer shall use its reasonable efforts to cause the managing underwriter or underwriters, if any, of such proposed offering to permit the Registrable Shares requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Issuer or any other security holder included therein and to permit the sale or other disposition of such Registrable Shares in accordance with the intended method of distribution thereof.

(ii)   Priority in Piggy-Back Registration .  In a registration pursuant to this Section 2(b) involving an underwritten offering, if the managing underwriter or underwriters of such underwritten offering have informed, in writing, the Issuer and the Selling Holders requesting inclusion in such offering that in such underwriter's or underwriters’ opinion the total number of securities which the Issuer, the Selling Holders and any other Persons desiring to participate in such registration intend to include in such offering is such as to adversely affect the success of such offering, including the price at which such securities can be sold, then the Issuer will be required to include in such registration only the amount of securities which it is so advised should be included in such registration.  In such event: (x) in cases initially involving the registration for sale of securities for the Issuer’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities which the Issuer proposes to register, (ii) second, provided that no securities proposed to be registered by the Issuer have been excluded from such registration, the securities that have been requested to be included in such registration by the Selling Holders, and (iii) third, provided that no securities sought to be included by the Selling Holders have been excluded from such registration, the securities of other Persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Issuer (pro rata based on the amount of securities sought to be registered by such Persons); and (y) in cases not initially involving the registration for sale of securities for the Issuer’s own account, securities shall be registered in such offering in the following order of priority: (i) first, the securities of any Person whose exercise of a “demand” registration right pursuant to a contractual commitment of the Issuer is the basis for the registration, (ii) second, provided that no securities of any Person whose exercise of a “demand” registration right pursuant to a contractual commitment of the Issuer is the basis for such registration have been excluded from such registration, the securities requested to be included in such registration by the Selling Holders pursuant to this Agreement, (iii) third, provided that no securities sought to be included by the Selling Holders or such Persons have been excluded from such registration, securities of other Persons entitled to exercise “piggy-back” registration rights pursuant to contractual commitments of the Issuer (pro rata based on the amount of securities sought be registered by such Persons) and (iv) fourth, provided that no securities sought to be included by other Persons entitled to exercise “piggy-back” registration rights pursuant to such contractual commitments have been excluded from such registration, any securities which the Issuer proposes to register.

(iii)   Suspension of Sales, etc.   During any consecutive 365-day period, the Issuer shall be entitled to suspend the availability of the Piggy-Back Registration for up to two 45 consecutive-day periods (except during the 45 consecutive-day period immediately prior to the Filing Date) if the Board of Directors of the Issuer determines in good faith that the effectiveness of, or sales pursuant to, such Piggy-Back Registration would materially impede, delay or interfere with any significant financing, offer or sale of securities, acquisition, corporate reorganization or other significant transaction involving the Issuer or any of its affiliates.  If the Issuer shall so postpone the effectiveness of, or suspend the rights of any Selling Holders to make sales pursuant to, a Piggy-Back Registration, it shall, as promptly as possible, notify any Selling Holders of such determination, and the Selling Holders shall (y) have the right, in the case of a postponement of the effectiveness of a Piggy-Back Registration, upon the affirmative vote of Selling Holders of not less than a majority of the Registrable Warrant Shares to be included in such Piggy-Back Registration, to withdraw the request for registration by giving written notice to the Iss