WARRANT AND REGISTRATION RIGHTS AGREEMENT

Exhibit 10.3

WARRANT AND REGISTRATION RIGHTS AGREEMENT

by and among

QUIKSILVER, INC.,

THE INITIAL WARRANT HOLDERS

and

RHÔNE CAPITAL III L.P.

Dated as of July 31, 2009

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SIGNATURES

WARRANT AND REGISTRATION RIGHTS AGREEMENT

     AGREEMENT dated as of July 31, 2009 (the “Issuance Date”) by and among Quiksilver, Inc., a Delaware corporation (the “Company”), the Initial Warrant Holders (defined below) and Rhône Capital III L.P., a Delaware limited partnership (“Rhône Capital III”).

WITNESSETH:

     WHEREAS, the Company is issuing and delivering warrant certificates (the “Warrant Certificates”) evidencing Warrants to purchase 25,653,831 shares, subject to adjustment, of its Common Stock in connection with (i) the execution and delivery of a senior secured term loan facility agreement dated July 31, 2009 among Quiksilver Americas, Inc., a California corporation, the guarantors named therein including the Company, and Rhône Group LLC, as agent (the “Agent”) for the lenders thereunder (the “Lenders”), pursuant to which the Lenders will make a term loan to Quiksilver Americas, Inc. of $125,000,000 (the “U.S. Term Loan Agreement”), and (ii) the execution and delivery of a senior secured term loan facility agreement dated the date hereof among Mountain & Wave S.à r.l., a newly-formed, direct, wholly-owned subsidiary of the Company (the “European Borrower”), the guarantors named therein including the Company and the Agent on behalf of the Lenders, pursuant to which the Lenders will make a term loan to the European Borrower of € 20,000,000 (the “European Term Loan Agreement”);

     WHEREAS, subject to certain adjustments and limitations provided herein, the Warrants are exercisable into Common Stock of the Company; and

     WHEREAS, to the extent of any adjustment that would require the approval of the Company’s stockholders in order to comply with the New York Stock Exchange Listed Company Manual, the Warrants will instead be exercisable for Series A Preferred Stock of the Company, on the terms set forth herein.

     NOW, THEREFORE, in consideration of the foregoing and for the purpose of defining the terms and provisions of the Warrants and the respective rights and obligations thereunder of the Company and the Holders, the Company and the Initial Warrant Holders each hereby agree as follows:

1. DEFINITIONS.

     As used in this Agreement, the following terms shall have the following meanings:

           ABL Facility : the senior, secured asset-based revolving credit facility dated the date hereof with respect to the Company and certain of its domestic subsidiaries.

           Affiliate : with respect to any Person, a Person that directly or indirectly controls, is controlled by or is under direct or indirect common control with such Person. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

           Agent : the meaning set forth in the preamble to this Agreement.

           Appointing Funds : Triton Onshore SPV L.P. and Triton Coinvestment SPV L.P.

           Board : the board of directors of the Company.

           Business Day : any day that is not a day on which banking institutions are authorized or required to be closed in the state of New York.

           Cashless Exercise : the meaning set forth in Section 3.4(b).

           Certificate of Incorporation : the Company’s Amended and Restated Certificate of Incorporation, as amended from time to time.

           Common Stock : the common stock, par value $0.01 per share, of the Company.

           Common Stock Equivalent : any warrant, right or option to acquire any shares of Common Stock or any security convertible or exchangeable into shares of Common Stock.

           Company : the meaning set forth in the preamble to this Agreement and its successors and assigns.

           Demand Registration : the meaning set forth in Section 4.1(a).

           DOJ : the meaning set forth in Section 9.3.

           Effective Issuance Price :

          (i) with respect to Common Stock issued for cash, the per share amount of the net cash proceeds received by the Company for such Common Stock;

          (ii) with respect to Common Stock issued for other consideration, the per share amount of the Fair Market Value of the net consideration;

          (iii) with respect to any option, warrant or other right to acquire Common Stock, whether direct or indirect and whether or not conditional or contingent, the sum of the per share amount of (a) the Fair Market Value of the net aggregate consideration, if any, received by the Company for the issuance of such option, warrant or right divided by the number of shares of Common Stock into which such option, warrant or right is exercisable at time of issuance, plus (b) the per share amount of the net exercise price to the extent paid in cash and the per share Fair Market Value of the net exercise price if paid in other consideration; and

          (iv) with respect to securities convertible or exchangeable into Common Stock, the net consideration per security paid for such securities (to the extent paid in cash) or the net Fair Market Value of the consideration per security paid for such securities if the price for such securities is paid in other consideration, as of the date of their issuance divided by the number of shares of Common Stock for which such securities are convertible or exchangeable.

           European Borrower : the meaning set forth in the preamble to this Agreement.

           European Term Loan Agreement : the meaning set forth in the preamble to this Agreement.

           Excess Shares : the meaning set forth in Section 3.7.

           Excess Tender Amount : the meaning set forth in Section 5.4.

           Exchange Act : the Securities Exchange Act of 1934, as amended.

           Excluded Securities : (i) the Qualifying Employee Stock, (ii) the Underlying Stock, (iii) any shares of Common Stock or Common Stock Equivalents issued for non-cash consideration in connection with any merger, consolidation, acquisition or similar business combination, (iv) any shares of Common Stock issued pursuant to the commitments disclosed on Schedule 8.1 hereto, and (v) any shares of Common Stock or Common Stock Equivalents issued in connection with any joint venture, licensing, development or sponsorship activities in the ordinary course of business.

           ex-date : the meaning set forth in Section 5.3(a).

           Exercise Date : the meaning set forth in Section 3.2.

           Exercise Price : the meaning set forth in Section 3.1.

           Expenses : all expenses incurred by the Company and the Holders in effecting any registration pursuant to this Agreement, including, without limitation, all registration and filing fees, printing expenses, reasonable fees and disbursements of one counsel selected by Rhône Capital III to represent all holders of Registrable Securities included in such registration, blue sky fees and expenses, and expenses of the Company’s independent accountants in connection with any regular or special reviews or audits incident to or required by any such registration, and all discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities.

           Expiration Date : the meaning set forth in Section 3.3.

           Fair Market Value :

          (i) in the case of shares of stock where, at least four months prior to the issuance thereof, other shares of the same class had already been listed on the New York Stock Exchange or the National Association of Securities Dealers Automated Quotations, the average of the daily volume-weighted average prices of such stock for the five consecutive trading days immediately preceding the day as of which Fair Market Value is being determined;

          (ii) in the case of securities not covered by (i) above or other property, the fair market value of such securities or such other property as determined by an Independent Financial Expert, using one or more valuation methods that the Independent Financial Expert in its best professional judgment determines to be most appropriate, assuming, in the case of securities, such securities are fully distributed and, in the case of securities or other property, such items are

to be sold in an arm’s-length transaction and there was no compulsion on the part of any party to such sale to buy or sell and taking into account all relevant factors; and

          (iii) in the case of cash, the amount thereof.

           French Facility : the French term and revolving credit facilities with respect to certain of the Company’s French subsidiaries, including (i) the term loan facility dated the date hereof with respect to Pilot SAS; (ii) the term loan facility dated the date hereof with respect to Na Pali; and (iii) the revolving credit facility dated the date hereof with respect to Na Pali.

           FTC : the meaning set forth in Section 9.3.

           Holders : the Initial Warrant Holders and any assignee or transferee of such Initial Warrant Holders and, unless otherwise provided or indicated herein, the holders of the Registrable Securities.

           HSR Act : the meaning set forth in Section 9.3.

           Independent Financial Expert : a nationally recognized investment banking firm mutually agreed by the Company and Rhône Capital III, which firm does not have a material financial interest or other material economic relationship with either the Company or Rhône Capital III or their respective Affiliates. If the Company and Rhône Capital III are unable to agree on an Independent Financial Expert, each of them shall promptly choose a separate Independent Financial Expert who shall promptly choose a third Independent Financial Expert who shall serve as the Independent Financial Expert hereunder, provided that such third Independent Financial Expert does not have any of the relationships with the Company or Rhône Capital III described in this definition.

           Initial Warrant Holders : each of (i) Romolo Holdings C.V., (ii) Triton SPV L.P., (iii) Triton Onshore SPV L.P., (iv) Triton Offshore SPV L.P. and (v) Triton Coinvestment SPV L.P.

           Issuance Date : the meaning set forth in the preamble to this Agreement.

           Lenders : the meaning set forth in the preamble to this Agreement.

           Maximum Number of Shares : the meaning set forth in Section 4.1(c).

           Person : any individual, corporation, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

           Per Warrant Cap : the meaning set forth in Section 3.7.

           Piggyback Registration : the meaning set forth in Section 4.2(a).

           Premium Per Pro Forma Share : the meaning set forth in Section 5.4.

           Prospectus : the prospectus included in any Registration Statement, as amended or supplemented by any prospectus supplement with respect to the terms of the offering of any of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus.

           Qualifying Employee Stock : (i) rights and options issued in the ordinary course of business under employee benefit plans and any Common Stock issued after the date hereof upon exercise of such rights and options, and (ii) restricted stock and restricted stock units issued after the date hereof in the ordinary course of business under employee benefit plans and Common Stock issued after the date hereof in settlement of any such restricted stock units.

           Recapitalization Event : the meaning set forth in Section 5.3(a).

           Register, registered, and registration : shall refer to a registration effected by preparing and (a) filing a Registration Statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of effectiveness of such Registration Statement or (b) filing a Prospectus and/or prospectus supplement in respect of an appropriate effective Registration Statement on Form S-3.

           Registrable Securities : Common Stock, Series A Preferred Stock or other securities issuable under the Warrants to the Initial Warrant Holders on the Issuance Date and at any time during the term of this Agreement. Registrable Securities shall continue to be Registrable Securities (whether they continue to be held by the Initial Warrant Holders or they are sold to other Persons) until (i) they are sold pursuant to an effective Registration Statement under the Securities Act, (ii) they may be sold by their holder pursuant to Rule 144 without limitation thereunder on volume or manner of sale, or (iii) they shall have otherwise been transferred and new securities not subject to transfer restrictions under any federal securities laws and not bearing any legend restricting further transfer shall have been delivered by the Company, all applicable holding periods shall have expired, and no other applicable and legally binding restriction on transfer by the Holder thereof shall exist.

           Registration Rights : the rights of Holders set forth in Article 4 to have shares of Registrable Securities registered under the Securities Act for sale under one or more effective Registration Statements.

           Registration Statement : any registration statement filed by the Company under the Securities Act pursuant to the Registration Rights, including the Prospectus, any amendments and supplements to such registration statement, including post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement.

           Reorganization Event : the meaning set forth in Section 5.5.

           Required Stockholder Approval : any approval by the Company’s stockholders in connection with an adjustment of the Warrants to comply with Section 312.03 of the New York Stock Exchange Listed Company Manual.

           Rhône Capital III : the meaning set forth in the preamble to this Agreement.

           Rhône Director : the meaning set forth in Section 9.4(a).

           Rule 144, Rule 405 and Rule 415 : in each case, such rule promulgated under the Securities Act (or any successor provision), as the same shall be amended from time to time.

           sale : the meaning set forth in Section 3.6(a).

           Scheduled Black-Out Period : the period from and including the last day of a fiscal quarter of the Company to and including the Business Day after the day on which the Company publicly releases its earnings for such fiscal quarter.

           SEC : the Securities and Exchange Commission.

           Securities Act : the Securities Act of 1933, as amended.

           Series A Preferred Stock : the meaning set forth in Section 3.7.

           Total Cap : the meaning set forth in Section 3.7.

           Underlying Stock : the shares of Common Stock or Series A Preferred Stock issuable or issued upon the exercise of the Warrants.

           U.S. Term Loan Agreement : the meaning set forth in the preamble to this Agreement.

           Voting Securities : the Common Stock and any other securities of the Company of any kind or class having power generally to vote in the election of directors.

           VWAP : the value weighted average price of a given security for a given trading day, determined by calculating, for each trade on such day, the product of the price per share multiplied by the number of shares for such trade, and by adding all such products and dividing such sum by the total number of shares traded on such day.

           Warrant Certificates : the meaning set forth in the preamble to this Agreement and substantially in the form attached hereto as Exhibit A.

           Warrants : the warrants issued by the Company from time to time pursuant to this Agreement.

2. ORIGINAL ISSUE OF WARRANTS.

     2.1. Form of Warrant Certificates . The Warrant Certificates shall be in registered form only and substantially in the form attached hereto as Exhibit A, shall be dated the date on which signed by the Company and may have such legends and endorsements typed, stamped, printed, lithographed or engraved thereon as provided in Section 3.5 or as may be required to comply with any law or with any rule or regulation pursuant thereto or with any rule or regulation of any securities exchange on which the Warrants may be listed.

     2.2. Execution and Delivery of Warrant Certificates .

          (a) Simultaneously with the execution of this Agreement, Warrant Certificates evidencing 25,653,831 Warrants entitling the holders thereof to purchase an aggregate of 25,653,831 shares of Common Stock, subject to adjustment and subject to Section 3.7, shall be executed by the Company and delivered to the Initial Warrant Holders.

          (b) From time to time, the Company shall sign and deliver Warrant Certificates in required denominations to Persons entitled thereto in connection with any exchange permitted under this Agreement. The Warrant Certificates shall be executed on behalf of the Company by its President, Chief Financial Officer, Chief Administrative Officer, Secretary or Executive Vice President, either manually or by facsimile signature printed thereon. In case any officer of the Company whose signature shall have been placed upon any of the Warrant Certificates shall cease to be such officer of the Company before issue and delivery thereof, such Warrant Certificates may, nevertheless, be issued and delivered with the same force and effect as though such person had not ceased to be such officer of the Company.

3. EXERCISE PRICE; EXERCISE OF WARRANTS AND EXPIRATION OF WARRANTS.

     3.1. Exercise Price . Each Warrant Certificate shall entitle the Holder thereof, subject to the provisions of this Agreement, to purchase, except as provided in Section 3.4 and Section 3.7 hereof, one share of Common Stock for each Warrant represented thereby, at an exercise price (the “Exercise Price”) of $1.86 per share, subject to all adjustments made on or prior to the date of exercise thereof as herein provided.

     3.2. Exercise of Warrants . The Warrants shall be exercisable in whole or in part from time to time on any Business Day (each, an “Exercise Date”) beginning on the date hereof and ending on the Expiration Date, in the manner provided for herein.

     3.3. Expiration of Warrants . Any unexercised Warrants shall expire and the rights of the Holders of such Warrants to purchase Underlying Stock shall terminate at the close of business on July 31, 2016 (the “Expiration Date”).

     3.4. Method of Exercise; Payment of Exercise Price .

          (a) In order to exercise a Warrant, the Holder thereof must (i) surrender the Warrant Certificate evidencing such Warrant to the Company, with the form on the reverse of or attached to the Warrant Certificate duly executed, and (ii) pay in full the Exercise Price then in effect for the shares of Underlying Stock as to which a Warrant Certificate is submitted for exercise in the manner provided in paragraph (b) of this Section.

          (b) Simultaneously with the exercise of each Warrant, payment in full of the Exercise Price shall be delivered to the Company. Such payment shall be made (at the option of the Holder) (a) in cash, by bank wire transfer in immediately available funds, or by certified or official bank check drawn on a New York City bank, or (b) if at the time of such exercise, the Fair Market Value of the shares of Common Stock exceeds the Exercise Price, by surrendering a number of Warrants (or fractional portions thereof) having a value equal to the Exercise Price (a “Cashless Exercise”), determined as provided in this Section 3.4(b). The value of each Warrant so surrendered in a Cashless Exercise shall be equal to the Fair Market Value, at the time of such

surrender, of that number of shares of Common Stock into which such Warrant is then exercisable (or would be exercisable if Section 3.7 did not then apply with respect to such exercise), less the Exercise Price.

          (c) If fewer than all the Warrants represented by a Warrant Certificate are surrendered, such Warrant Certificate shall be surrendered and a new Warrant Certificate of the same tenor and for the number of Warrants that were not surrendered shall promptly be executed and delivered to the Person or Persons as may be directed in writing by the Holder and the Company shall register the new Warrant in the name of such Person or Persons.

          (d) Upon surrender of a Warrant Certificate in conformity with the foregoing provisions, the Company shall instruct its transfer agent to transfer to the Holder of such Warrant Certificate appropriate evidence of ownership of any shares of Underlying Stock or other securities or property (including cash) to which the Holder is entitled, registered or otherwise placed in, or payable to the order of, such name or names as may be directed in writing by the Holder, and shall deliver such evidence of ownership and any other securities or property (including cash) to the Person or Persons entitled to receive the same, together with an amount in cash in lieu of any fraction of a share as provided in Section 5.9. Upon payment of the Exercise Price therefor, a Holder shall be deemed to own and have all of the rights associated with any Underlying Stock or other securities or property (including cash) to which it is entitled pursuant to this Agreement upon the surrender of a Warrant Certificate in accordance with this Agreement. If the Holder shall direct that such securities be registered in a name other than that of the Holder, such direction shall be tendered in conjunction with a signature guarantee from an eligible guarantor institution participating in a signature guarantee program approved by the Securities Transfer Association.

     3.5. Transferability of the Warrants . The Warrants may not, whether directly or as a result of the transfer of the equity interests in the Initial Warrant Holders, be transferred to any Person, other than (i) to Affiliates of Rhône Capital III or (ii) with the prior written consent of the Company. Subject to Section 10.4, each certificate representing the Warrants shall bear the following legend:

THESE WARRANTS MAY ONLY BE TRANSFERRED WITH THE PRIOR CONSENT OF QUIKSILVER, INC. THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES MAY BE OFFERED, SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS AND SUBJECT TO THE PROVISIONS OF THE WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF JULY 31, 2009 BY AND AMONG QUIKSILVER, INC. (THE “COMPANY”), THE INITIAL WARRANT HOLDERS AND RHÔNE CAPITAL III L.P. A COPY OF SUCH WARRANT

AND REGISTRATION RIGHTS AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY.

     3.6. Compliance with the Securities Act .

          (a) No Registrable Securities may be sold, transferred or otherwise disposed of (any such sale, transfer or other disposition, a “sale”), except in compliance with this Section 3.6.

          (b) A Holder may sell its Registrable Securities to a transferee (subject to Section 9.7) that is an “accredited investor” or a “qualified institutional buyer”, as such terms are defined in Regulation D and Rule 144A under the Securities Act, respectively, provided that each of the following conditions is satisfied:

     (i) with respect to any “accredited investor” that is not an institution, such transferee, as the case may be, provides certification establishing to the reasonable satisfaction of the Company that it is an “accredited investor”;

     (ii) such transferee represents that it is acquiring the Registrable Securities for its own account and that it is not acquiring such Registrable Securities with a view to, or for offer or sale in connection with, any distribution thereof (within the meaning of the Securities Act) that would be in violation of the securities laws of the United States or any applicable state thereof, but subject, nevertheless, to the disposition of its property being at all times within its control; and

     (iii) such Holder or transferee agrees to be bound by the provisions of this Section 3.6 with respect to any sale of the Registrable Securities.

          (c) A Holder may sell its Registrable Securities (subject to Section 9.7) in accordance with Regulation S under the Securities Act.

          (d) A Holder may sell its Registrable Securities (subject to Section 9.7) if:

     (i) such Holder gives written notice to the Company of its intention to effect such sale, which notice shall describe the manner and circumstances of the proposed transaction in reasonable detail;

     (ii) such notice includes a certification by the Holder to the effect that such proposed sale may be effected without registration under the Securities Act or under applicable Blue Sky laws; and

     (iii) such transferee complies with Sections 3.6(b)(ii) and 3.6(b)(iii).

          (e) Except for a sale in accordance with Section 3.6(f) and subject to Section 10.4, all stock certificates issued pursuant to the exercise of the Warrants shall bear the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS. SUCH SHARES MAY BE OFFERED, SOLD OR TRANSFERRED ONLY IN COMPLIANCE WITH THE REQUIREMENTS OF SUCH ACT AND OF ANY APPLICABLE STATE SECURITIES LAWS AND SUBJECT TO THE PROVISIONS OF THE WARRANT AND REGISTRATION RIGHTS AGREEMENT DATED AS OF JULY 31, 2009 BY AND AMONG QUIKSILVER, INC. (THE “COMPANY”), THE INITIAL WARRANT HOLDERS AND RHÔNE CAPITAL III L.P. A COPY OF SUCH WARRANT AND REGISTRATION RIGHTS AGREEMENT IS AVAILABLE AT THE OFFICES OF THE COMPANY.

          (f) A Holder may sell its Registrable Securities in a transaction that is registered under the Securities Act.

     3.7. Exercise for Series A Preferred Stock . So long as the Underlying Stock is that of Quiksilver, Inc., Holders may not exercise any Warrants or be entitled to take delivery of any shares of Common Stock issuable with respect to such Warrants to the extent (but only to the extent) that, after such receipt of any shares of Common Stock upon the exercise of such Warrants, Holders would be issued more than 25,653,831 shares of Common Stock in the aggregate (the “Total Cap”), provided that in the event the Company (i) subdivides its outstanding Common Stock or (ii) combines its outstanding Common Stock into a smaller number of shares, the Total Cap shall be adjusted by multiplying (x) the Total Cap immediately prior to such subdivision or combination by (y) a fraction, whose numerator shall be the number of shares that one share of Common Stock immediately prior to such subdivision or combination equals immediately after such subdivision or combination, and whose denominator shall be equal to one. So long as the Underlying Stock is that of Quiksilver, Inc., each Warrant shall never be exercisable for more than a number of shares of Common Stock equal to a fraction, whose numerator shall be the Total Cap and whose denominator shall be 25,653,831 (the “Per Warrant Cap”). In the event that an adjustment pursuant to Article 5 would otherwise cause each Warrant to be exercisable for a number of shares of Common Stock that exceeds the Per Warrant Cap (such excess, the “Excess Shares”), then each Warrant shall instead be exercisable into a number of shares of Common Stock equal to the Per Warrant Cap plus a number of shares of convertible non-voting preferred stock, par value $0.01 per share, of the Company on the terms set forth in Exhibit C (the “Series A Preferred Stock”) that is convertible into the number of Excess Shares.

4. REGISTRATION RIGHTS AND PROCEDURES AND LISTING.

     4.1. Demand Registration Rights .

          (a) Subject to the provisions hereof, Rhône Capital III may, on behalf of any Holder or Holders, at any time from and after the Issuance Date request registration for resale under the Securities Act of all or part of the Registrable Securities (a “Demand Registration”) by

giving written notice thereof to the Company (which request shall specify the number of shares of Registrable Securities to be offered by each Holder and whether such Registration Statement shall be a “shelf” Registration Statement under Rule 415 promulgated under the Securities Act). Subject to Section 4.1(e) below, upon receipt of such notice, the Company shall use commercially reasonable efforts (i) to file a Registration Statement (which shall be a “shelf” Registration Statement under Rule 415 promulgated under the Securities Act if requested pursuant to Rhône Capital III’s request pursuant to the first sentence of this Section 4.1(a)) registering for resale such number of Registrable Securities as requested to be so registered within 45 days in the case of a registration on Form S-3 (and 60 days in the case of a registration on Form S-1) after Rhône Capital III’s request therefor and (ii) to cause such Registration Statement to be declared effective by the SEC as soon as reasonably practicable thereafter. Notwithstanding the foregoing, the Company shall not be required to effect a registration pursuant to this Section 4.1(a): (i) with respect to securities that are not Registrable Securities; (ii) during any Scheduled Black-Out Period; (iii) if the aggregate offering price of the Registrable Securities to be offered is less than $20,000,000, unless the Registrable Securities to be offered constitute all of the then-outstanding Registrable Securities; or (iv) within 180 days after the effective date of a prior registration in respect of the Company’s Common Stock, including, without limitation, a Demand Registration (or, in the event that Holders were prevented from including any shares of Common Stock requested to be included in a Piggy-Back Registration pursuant to Section 4.2(a) or (b), within 90 days after the effective date of a prior registration in respect of the Company’s Common Stock). If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing.

          (b) Rhône Capital III shall be entitled to request three Demand Registrations. A Registration Statement shall not count as a permitted Demand Registration unless and until it has become effective and Holders are able to register at least 50% of the Registrable Securities requested by Rhône Capital III to be included in such registration. A Demand Registration shall not count against the number of such registrations set forth in the immediately preceding sentence if, (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Securities thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason attributable to the Company and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Securities or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason attributable to the Company or for any reason not attributable to the selling Holder or Holders or Rhône Capital III or its Affiliates, and as a result of any such circumstances described in clause (i) or (ii), less than all of the Registrable Securities covered by the Registration Statement are sold by the selling Holder or Holders pursuant to the Registration Statement.

          (c) The Company may include in a Demand Registration shares of Common Stock for sale for its own account or for the account of other security holders of the Company. If such Demand Registration is in respect of an underwritten offering and the managing underwriters of the requested Demand Registration advise the Company and Rhône Capital III that in their reasonable opinion the number of shares of Common Stock proposed to be included in the Demand Registration exceeds the number of shares of Common Stock that can be sold in

such underwritten offering without materially delaying or jeopardizing the success of the offering (including the offering price per share) (such maximum number of shares, the “Maximum Number of Shares”), the Company will include in such Demand Registration only such number of shares of Common Stock that in the reasonable opinion of the managing underwriters can be sold without materially delaying or jeopardizing the success of the offering (including the offering price per share), which shares of Common Stock will be so included in the following order of priority: (i) first, the Registrable Securities of Rhône Capital III and all other Holders, pro rata on the basis of the aggregate number of Registrable Securities requested to be included by each such Holder, (ii) second, the shares of Common Stock the Company proposes to sell and (iii) third, any other shares of Common Stock that have been requested to be so included.

          (d) If any of the Registrable Securities covered by a Demand Registration are to be sold in an underwritten offering, the Company and Rhône Capital III shall mutually agree upon selection of the managing underwriter or underwriters. If the Company and Rhône Capital III are unable to agree on the managing underwriter or underwriters within a reasonable amount of time, the Company and Rhône Capital III shall each select a managing underwriter and such underwriters shall serve as joint managing underwriters in respect of such offering.

          (e) Notwithstanding the foregoing, if the Board determines in its good faith judgment that the filing of a Demand Registration (i) would be seriously detrimental to the Company in that such registration would interfere with a material corporate transaction or (ii) would require the disclosure of material non-public information concerning the Company that at the time is not, in the good faith judgment of the Board (excluding the Rhône Directors), in the best interests of the Company to disclose and is not, in the opinion of the Company’s counsel, otherwise required to be disclosed, then the Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental; provided, however, that (x) the Company may not defer such filing for a period of more than 90 days after receipt of any demand by Rhône Capital III, and (y) the Company shall not exercise its right to defer a Demand Registration or offers or sales more than once in any 12-month period. The Company shall give written notice of its determination to Rhône Capital III to defer the filing and of the fact the purpose for such deferral no longer exists, in each case, promptly after the occurrence thereof.

          (f) Notwithstanding the foregoing, if the Board determines in its good faith judgment that continuing offers and sales of Registrable Securities registered under a shelf Demand Registration (i) would be seriously detrimental to the Company in that such offers and sales would interfere with a material corporate transaction or (ii) would require the disclosure of material non-public information concerning the Company that at the time is not, in the good faith judgment of the Board (excluding the Rhône Directors), in the best interests of the Company to disclose and is not, in the opinion of the Company’s counsel, otherwise required to be disclosed, then the Company shall have the right to require the selling Holder or Holders to suspend such offers and sales for the period during which such registration would be seriously detrimental; provided, however, that the total number of days that any such suspension may be in effect in any 180-day period shall not exceed 60 days. The Company shall give written notice of its determination to Rhône Capital III to suspend the offers and sales and of the fact the purpose for such suspension no longer exists, in each case, promptly after the occurrence thereof.

          (g) Upon the date of effectiveness of any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such date, the Company shall use commercially reasonable efforts to keep the Registration Statement effective until the earlier of (i) two years (in the case of a shelf Demand Registration) or 90 days (in the case of any other Demand Registration) from the effective date of such Registration Statement and (ii) such time as all of the Registrable Securities covered by such Demand Registration have been sold pursuant to such Demand Registration.

     4.2. Piggy-Back Registration Rights .

          (a) If at any time the Company has registered or has determined to register any of its securities for its own account or for the account of other security holders of the Company on any registration form (other than Form S-4 or S-8) which permits the inclusion of the Registrable Securities (a “Piggyback Registration”), the Company will give Rhône Capital III written notice thereof promptly (but in no event less than 15 days prior to the anticipated filing date) and, subject to Section 4.2(c), shall include in such registration all Registrable Securities requested to be included therein pursuant to the written request of Rhône Capital III on behalf of one or more Holders received within 10 days after delivery of the Company’s notice. If a Piggyback Registration is initiated as a primary underwritten offering on behalf of the Company and the managing underwriters advise the Company and Rhône Capital III that in their reasonable opinion the number of shares of Common Stock proposed to be included in such registration exceeds the Maximum Number of Shares, the Company shall include in such registration: (i) first, the number of shares of Common Stock that the Company proposes to sell; and (ii) second, the number of shares of Common Stock requested to be included therein by holders of Common Stock, including Holders in respect of whom Rhône Capital III has provided notice in accordance with this Section 4.2(a), pro rata among all such holders on the basis of the number of Registrable Securities requested to be included therein by all such holders or as such holders and the Company may otherwise agree.

          (b) If a Piggyback Registration is initiated as an underwritten registration on behalf of a holder of shares of Common Stock other than Rhône Capital III, and the managing underwriters advise the Company that in their reasonable opinion the number of shares of Common Stock proposed to be included in such registration exceeds the Maximum Number of Shares, then the Company shall include in such registration: (i) first, the number of shares of Common Stock requested to be included therein by the holder(s) requesting such registration; (ii) second, the number of shares of Common Stock requested to be included therein by other holders of shares of Common Stock including Rhône Capital III (if Rhône Capital III has elected to include Registrable Securities in such Piggyback Registration), pro rata among such holders on the basis of the number of shares of Common Stock requested to be included therein by such holders or as such holders and the Company may otherwise agree; and (iii) third, the number of shares of Common Stock that the Company proposes to sell.

          (c) If any Piggyback Registration is a primary or secondary underwritten offering, the Company shall have the right to select, in its sole discretion, the managing underwriter or underwriters to administer any such offering.

          (d) The Company shall not grant to any Person the right to request the Company to register any Common Stock in a Piggyback Registration unless such rights are consistent with the provisions of this Section 4.2.

     4.3. Expenses of Registration and Selling . All Expenses incurred in connection with any registration, qualification or compliance hereunder shall be borne by the Company. All Expenses (including, for the avoidance of doubt, any underwriting discount or commission applicable to the sale by a Holder) incurred in connection with the sale of any securities registered hereunder shall also be borne by the Company.

     4.4. Obligations of the Company . Whenever required to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably practicable, subject to the other provisions of this Article 4:

          (a) Prepare and file with the SEC a Registration Statement with respect to a proposed offering of Registrable Securities and use commercially reasonable efforts to have such Registration Statement declared effective as promptly as practicable.

          (b) Prepare and file with the SEC such amendments and supplements to the applicable Registration Statement and the Prospectus or prospectus supplement used in connection with such Registration Statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement.

          (c) Furnish to Rhône Capital III, the selling Holder or Holders and any underwriters such number of copies of the applicable Registration Statement and each such amendment and supplement thereto (including in each case all exhibits) and of a Prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned or to be distributed by them.

          (d) Use commercially reasonable efforts to register and qualify the securities covered by such Registration Statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by Rhône Capital III, the selling Holder or Holders or any managing underwriter(s), to keep such registration or qualification in effect for so long as such Registration Statement remains in effect, and to take any other action which may be reasonably necessary to enable such seller to consummate the disposition in such jurisdictions of the securities owned by such selling Holder or Holders; provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business, to file a general consent to service of process or become subject to taxation in any such states or jurisdictions.

          (e) Notify Rhône Capital III and the selling Holder or Holders at any time when a Prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the applicable Prospectus, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein

or necessary to make the statements therein, in the light of the circumstances under which such statements were made, not misleading.

          (f) Give written notice to Rhône Capital III and the selling Holder or Holders:

     (i) when any Registration Statement filed pursuant to Section 4.1 or 4.2 or any amendment thereto has been filed with the SEC and when such Registration Statement or any post-effective amendment thereto has become effective;

     (ii) of any request by the SEC for amendments or supplements to any Registration Statement or the Prospectus included therein or for additional information;

     (iii) of the issuance by the SEC of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose;

     (iv) of the receipt by the Company or its legal counsel of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

     (v) of the happening of any event that requires the Company to make changes in any effective Registration Statement or the Prospectus in order to make the statements therein not misleading (in the case of the Prospectus, in the light of the circumstances under which such statements were made) (which notice shall be accompanied by an instruction to suspend the use of the Prospectus until the requisite changes have been made).

          (g) Use commercially reasonable efforts to prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of any Registration Statement referred to in Section 4.4(f)(iii) at the earliest practicable time.

          (h) Upon the occurrence of any event contemplated by Section 4.4(f)(v), reasonably promptly prepare a post-effective amendment to such Registration Statement or a supplement to the related Prospectus or file any other required document so that, as thereafter delivered to Rhône Capital III, the selling Holder or Holders and any underwriters, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Company notifies Rhône Capital III and the selling Holder or Holders in accordance with Section 4.4(f)(v) to suspend the use of the Prospectus until the requisite changes to the Prospectus have been made, then the selling Holder or Holders and any underwriters shall suspend use of such Prospectus and use commercially reasonable efforts to return to the Company all copies of such Prospectus (at the Company’s expense) other than permanently filed copies then in the possession of Rhône Capital III, the selling Holder or Holders or the underwriter.

          (i) Use commercially reasonable efforts to procure the cooperation of the Company’s transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any

procedures reasonably requested by the selling Holder or Holders or any managing underwriter(s).