CASUAL MALE RETAIL GROUP, INC.
5% Convertible Senior Subordinated Notes due 2024
Registration Rights Agreement
November 18, 2003
Thomas Weisel Partners LLC
One Montgomery Street, Suite 3700
San Francisco, California 94104
Ladies and Gentlemen:
Casual Male Retail Group, Inc., a Delaware corporation (the “ Company ”), proposes to issue and sell to Thomas Weisel
Partners LLC as the Initial Purchaser named in the Purchase Agreement (as hereinafter defined) (the “ Initial Purchaser ”) upon
the terms set forth in a purchase agreement of even date herewith (the “ Purchase Agreement ”), $85,000,000 aggregate
principal amount (plus up to an additional $15,000,000 principal amount) of its 5% Convertible Senior Subordinated Notes due
2024 (the “ Securities ”). The Securities will be convertible into shares of the Company’s Common Stock, par value $0.01 per
share (the “ Common Stock ”) at the conversion price set forth in the Final Offering Circular dated November 12, 2003. The
Securities will be issued pursuant to an Indenture, dated as of November 18, 2003 (the “ Indenture ”), among the Company and
U.S. Bank National Association, as trustee (the “ Trustee ”). As an inducement to the Initial Purchaser to enter into the
Purchase Agreement, the Company agrees with the Initial Purchaser, for the benefit of the Holders (as hereinafter defined), as
1. Definitions .
(a) Capitalized terms used herein without definition shall have the meanings ascribed to them in the Purchase
Agreement. As used in this Agreement, the following defined terms shall have the following meanings:
“Additional Interest” has the meaning assigned thereto in Section 7(b) hereof.
“ Affiliate ” of any specified person means any other person which, directly or indirectly, is in control of, is controlled by,
or is under common control with such specified person. For purposes of this definition, control of a person means the power,