Exhibit
10.5


REGISTRATION
RIGHTS AGREEMENT


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 7,
2007, is made by and among NexCen Brands, Inc., a Delaware corporation (the “Company”),
Pretzelmaker Franchising, LLC, a Delaware limited liability company (“Pretzelmaker”),
Pretzel Time Franchising, LLC, a Delaware limited liability company (“Pretzel
Time”, and collectively with Pretzelmaker, the “Sellers”).


WHEREAS, the Company, the Sellers, NexCen
Asset Acquisition, LLC, a Delaware limited liability company (the “Buyer”),
and Mrs. Fields Famous Brands, LLC, a Delaware limited liability company have
entered into that certain Asset Purchase Agreement, dated as of August 7, 2007
(the “Purchase Agreement”), pursuant to which the Buyer has agreed to
acquire certain of the assets that relate to the operation of Pretzel Time and
Pretzelmaker; and


WHEREAS, on the terms and conditions set
forth in the Purchase Agreement, the Company has agreed to grant, to the
Holders certain registration rights as set forth herein.


NOW THEREFORE, in consideration of the
mutual covenants contained herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:


1.     Definitions. All capitalized terms used but not defined
herein shall have the meanings given to such terms in the Purchase
Agreement.  For the purposes of this
Agreement, the following terms shall have the respective meanings set forth
below or elsewhere in this Agreement as referred to below:


“Parent
Shares” shall mean those shares of Common Stock issued to the Sellers upon
the Closing (including the shares of Common Stock that constitute the Escrow
Amount).


“Commission”
shall mean the Securities and Exchange Commission or any other federal agency
at the time administering the Securities Act.


“Common
Stock” shall mean common stock, par value $0.01 per share, of the Company.


“Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended and in
effect from time to time.


“Holder”
means the Sellers, for so long as they own any Registrable Securities, and each
of their respective permitted successors, assigns and direct and indirect
transferees who become beneficial owners of Registrable Securities.













“Prospectus”
means the prospectus (including any preliminary prospectus and/or any final
prospectus filed pursuant to Rule 424(b) under the Securities Act and any
prospectus that discloses information previously omitted from a prospectus
filed as part of an effective registration statement in reliance on Rule 430A,
Rule 430B or Rule 430C under the Securities Act) included in a Registration
Statement, as amended or supplemented by any prospectus supplement or any
Issuer Free Writing Prospectus (as defined in Rule 433(h) under the Securities
Act) with respect to the terms of the offering or any portion of the
Registrable Securities covered by such Registration Statement and by all other
amendments and supplements to such prospectus, including all material
incorporated by reference in such prospectus and all documents filed after the
date of such prospectus by the Company under the Exchange Act and incorporated
by reference therein.


“Registrable
Securities” shall mean, collectively, the Parent Shares issued to the
Sellers pursuant to the Purchase Agreement, and any other securities issued or
issuable with respect to the Parent Shares by way of stock dividend or stock
split or in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization or otherwise; provided, however,
that such Parent Shares shall cease to be Registrable Securities for purposes
of this Agreement when it no longer is a Restricted Security.


“Required
Holders” shall mean, at the relevant time of reference thereto, those
Holders holding, in the aggregate, fifty percent (50%) of the Registrable
Securities then outstanding and then held by all Holders.


“Restricted
Security” or “Restricted Securities” means any share of Common Stock
except any that (i) has been registered pursuant to an effective registration
statement under the Securities Act and sold in a manner contemplated by the
prospectus included in such registration statement; (ii) has been transferred
by the Holder in compliance with the resale provisions of Rule 144 under the
Securities Act (or any successor provision thereto); or (iii) otherwise has
been transferred by the Holder and a new certificate representing a share of
Common Stock not subject to any stop transfer order or any other transfer
restrictions has been delivered by or on behalf of the Company.


“Securities
Act” shall mean the Securities Act of 1933, as amended and in effect from
time to time.


2.     Registration
and Sale.


(a)   Registration and Sale. Subject to the
limitations set forth in this Section 2(a) and Sections 2(c) and 7(h) below,
the Company shall file as soon as reasonably practicable after the Closing Date
but in no event later than 180 days (the “Filing Date”) of the Closing
Date, a Registration Statement on Form S-3 (or comparable or successor short
form registration statement or other registration statement should Form S-3 be
unavailable) under the Securities Act to register for resale all Registrable
Securities (a “Registration Statement”), unless the Company is unable to
do so as a result of the Commission being unable to accept such filing due to unavoidable downtime of the EDGAR
filing system through no fault of the Company and such obligation to file the
Registration Statement shall be extended until such delay is resolved.  The Company
shall use its commercially reasonable efforts to cause each Registration
Statement



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to become effective as soon as possible after
filing and to remain effective for the period ending on the earlier of (x) the
Termination Date (as defined below) and (y) the date on which there are no
Registrable Securities covered by the Registration Statement, provided that the
Company shall not be required to maintain the effectiveness of a Registration
Statement to the extent that a subsequently filed Registration Statement
registers the resale of the Registrable Securities.


(b)   The Registration Statement shall be filed as a “shelf”
registration statement pursuant to Rule 415 under the Securities Act (or any
successor rule) and shall cover the disposition of all Registrable Securities
covered by the Registration Statement in one or more underwritten offerings,
block transactions, broker transactions, at-market transactions and in such
other manner or manners as may reasonably be specified by the Required Holders.  The Company shall use its reasonable best
efforts to keep such Registration Statement continuously effective (in
accordance with the last sentence of the first paragraph of this Section
2(a)(i)), and in furtherance of such obligation, shall supplement or amend such
Registration Statement if, as and when required by the rules, regulations and
instructions applicable to the form used by the Company for such registration
or by the Securities Act or by any other rules and regulations thereunder
applicable to shelf registrations.


(c)   Blackout Periods.


(i)            Notwithstanding
anything to the contrary in this Agreement, if at any time after the filing of
the Registration Statement, the Company, by written notice to the Holders (a “Suspension
Notice”), may direct the Holders to suspend sales of the Registrable
Securities pursuant to a Registration Statement for such times as the Company
reasonably may determine is necessary and advisable (but in no event for more
than (x) an aggregate of ninety (90) days in any rolling twelve (12) month
period commencing on the date of this Agreement or (y) more than sixty (60)
days in any rolling 90-day period), if any of the following events shall
occur:  (1) a majority of the Board of
Directors of the Company shall have determined in good faith that (A) the offer
or sale of any Registrable Securities would materially impede, delay or
interfere with any material proposed financing, offer or sale of securities,
acquisition, merger, tender offer, business combination, corporate
reorganization or other significant transaction involving the Company or (B)
after the advice of counsel, the sale of Registrable Securities pursuant to the
Registration Statement would require disclosure of non-public material
information not otherwise required to be disclosed under applicable law or (2)
a majority of the Board of Directors of the Company shall have determined in
good faith, after the advice of counsel, that the Company is required by law,
rule or regulation to supplement the Registration Statement or file a post-effective
amendment to the Registration Statement in order to incorporate information
into the Registration Statement for the purpose of (A) including in the
Registration Statement any prospectus required under Section 10(a)(3) of the
Securities Act; (B) reflecting in the prospectus included in the Registration
Statement any facts or events arising after the effective date of the
Registration Statement (or of the most recent post-effective amendment) that,
individually or in the aggregate, represents a fundamental change in the
information set forth therein; or (C) including in the prospectus included in
the Registration Statement any material information with respect to the plan of
distribution not disclosed in the Registration Statement or any material change
to such information.  Any period in which
the use of the Registration Statement has been suspended in accordance with
this Section 2(c) is sometimes referred to herein as a “Blackout Period.”  Upon the occurrence of any such



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suspension, the Company shall use its
reasonable best efforts to cause the Registration Statement to become effective
or to promptly amend or supplement the Registration Statement on a
post-effective basis or to take such action as is necessary to make resumed use
of the Registration Statement, so as to permit the Holders to resume sales of
the Registrable Securities as soon as possible.


(ii)           No Holder shall effect
any sales of the Registrable Securities pursuant to such Registration Statement
(or such filings) at any time after it has received a Suspension Notice from
the Company and prior to receipt of an End of Suspension Notice (as defined
below).  If so directed by the Company,
each Holder will deliver to the Company all copies (other than permanent file
copies) then in such Holder’s possession of the prospectus covering the
Registrable Securities at the time of receipt of the Suspension Notice.  Any Holder may recommence effecting sales of
the Registrable Securities pursuant to the Registration Statement (or such
filings) following further notice to such effect (an “End of Suspension
Notice”) from the Company, which End of Suspension Notice shall be given by
the Company to the Holders in the manner described above promptly following the
conclusion of any Suspension Event and its effect.  Until the End of Suspension Notice is so
given to the Holders, the Company’s obligations under Section 3 to update or
keep current the Registration Statement and the Holders’ right to sell
Registrable Securities pursuant to the Registration Statement shall be
suspended, provided that such suspension shall not exceed the periods specified
in Section 2(c)(i) above.


(d)   The Company shall be entitled to include in the
Registration Statement filed or to be filed by the Company pursuant to Section
2(a) above shares of the capital stock of the Company to be sold by the Company
for its own account or for the account of any other shareholder of the Company
except as and to the extent that, such inclusion would reduce the number of
Registrable Securities registered on such Registration Statement.


3.  Further Obligations of the
Company. In connection with the Registration
Statement, the Company agrees that it shall also use its reasonable best
efforts to do the following:


(a)           prepare and file with the Commission such
amendments and post-effective amendments to the Registration Statement and the
prospectus used in connection therewith as may be necessary under applicable
law to keep such Registration Statement effective for the applicable period;
and cause each Prospectus to be supplemented by any required prospectus
supplement or Issuer Free Writing Prospectus (as defined in Rule 433(h) under
the Securities Act), and cause the Prospectus as so supplemented or any such
Issuer Free Writing Prospectus, as the case may be, to be filed pursuant to
Rule 424 or Rule 433, respectively (or any similar provision then in force)
under the Securities Act and to comply with the provisions of the Securities
Act, the Exchange Act and the rules and regulations applicable to it with
respect to the disposition of all Registrable Securities covered by the
Registration Statement in accordance with each Holder’s intended method of
disposition set forth in the Registration Statement;


(b)           furnish to each Holder offering Registrable
Securities under the Registration Statement (A) after the same is prepared and
publicly distributed, filed with the Commission, or received by the Company,
one copy of the Registration Statement, each Prospectus, each Issuer



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Free Writing Prospectus, and each amendment or supplement to any of the
foregoing, and (B) such number of copies of the Prospectus, each Issuer Free
Writing Prospectus, and all amendments and supplements thereto, as the Holders
may reasonably request to facilitate the disposition of the Registrable
Securities owned by the Holders;


(c)           register or qualify the Registrable
Securities covered by the Registration Statement under the securities or “blue
sky” laws of such jurisdictions within the United States as each Holder shall
reasonably request unless an available exemption to such registration or
qualification requirements is then available; provided that the Company
shall not be obligated to register or qualify such Registrable Securities in
any jurisdiction in which such registration or qualification would require the
Company (A) to subject itself to general taxation in any such jurisdiction, (B)
file any general consent to service of process, or (C) to qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(c);


(d)           timely file with the Commission such
information as the Commission may prescribe under Sections 13 or 15(d) of the
Exchange Act, and otherwise use commercially reasonable efforts to ensure that
the public information requirements of Rule 144 under the Securities Act are
satisfied with respect to the Company;


(e)           notify the Holders promptly in writing (A)
of any comments by the Commission with respect to the Registration Statement or
the Prospectus, or any request by the Commission for the amending or
supplementing thereof or for additional information with respect thereto, (B)
of the issuance by the Commission of any stop order or other suspension of the
effectiveness of the Registration Statement which is known to the Company or
the initiation of any proceedings for that purpose which are known to the
Company and (C) of the receipt by the Company of any notification with respect
to the suspension of the qualification of such Registrable Securities for sale
in any jurisdiction or the initiation or threatening of any proceeding for such
purposes; and


(f)            as promptly as practicable after becoming
aware of such event, notify the Holders of the occurrence of any event of which
the Company has knowledge, as a result of which the Prospectus included in the
Registration Statement, as then in effect, or any Issuer Free Writing
Prospectus, taken as a whole with the Prospectus, 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 light of the circumstances
under which they were made, not misleading, and to use its commercially
reasonable efforts to promptly prepare an amendment to the Registration
Statement and supplement to the Prospectus to correct such untrue statement or
omission, and deliver a number of copies of such supplement or amendment to the
Holders as the Holders may reasonably request.


4.  Obligations
of the Holders.   In
connection with the registration of the Registrable Securities, the Holders
shall have the following obligations:


(a)   It shall be a condition precedent to the obligations
of the Company to complete the registration pursuant to this Agreement of the
Registrable Securities of each Holder that such Holder shall furnish to the
Company in writing such information regarding itself, the Registrable
Securities held by it, and the intended method of disposition of the
Registrable Securities held by it, as shall be reasonably required to effect
the registration of such Registrable



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Securities, and such Holder shall execute
such documents in connection with such registration as the Company may
reasonably request.


(b)   The Holder, by such Holder’s acceptance of the
Registrable Securities, agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of the
Registration Statement hereunder, unless such Holder has notified the Company
in writing of such Holder’s election to exclude all of such Holder’s Registrable
Securities from the Registration Statement.


(c)   The Holders shall not prepare or use any Free
Writing Prospectus (as such term is defined in Rule 405 under the Securities
Act) unless any and all issuer information included therein has been approved by
the Company and such approval shall not be unreasonably delayed, conditioned or
withheld.


(d)           As
promptly as practicable after becoming aware of such event, the Holders shall
notify the Company of the occurrence of any event, as a result of which the Prospectus
included in a Registration Statement, 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 light of the
circumstances under which they were made, not misleading.


(e)   Each Holder agrees that, upon receipt of any notice
from the Company of the happening of any event of the kind described in
Sections 3(e)(B), 3(e)(C) or 3(f) above, such Holder shall immediately
discontinue its disposition of Registrable Securities pursuant to the
Registration Statement.


(f)    Each Holder shall take all other reasonable actions
necessary to expedite and facilitate the disposition by the Holder of the
Registrable Securities pursuant to the Registration Statement.


(g)   Each Holder hereby covenants and agrees that it will
comply with any prospectus delivery requirements of the Securities Act
applicable to it in connection with sales of Registrable Securities pursuant to
the Registration Statement.


5.  Expenses.


All
expenses incurred by the Company in complying with its obligations under this
Agreement shall be paid by the Company, except that the Company shall not be
liable for any  discounts or selling
commissions to any underwriter in respect of the Registrable Securities sold by
any Holders but shall be liable for the reasonable fees and expenses of one
form of counsel for all the Holders (which fees and expenses shall not exceed
$15,000 in the aggregate).


6.  Indemnification
and Contribution.


(a)   Indemnification by the Company.  If any Registrable Securities are registered
for resale under the Securities Act pursuant to this Agreement, the Company
shall indemnify and hold harmless each Holder of such Registrable Securities
and such Holder’s directors, officers, employees and agents, against any
losses, claims, damages, liabilities or expenses, joint or



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several, to which such Holder or any such
director, officer, employee or agent may become subject under the Securities
Act or any other statute or at common law, insofar as such losses, claims,
damages, liabilities or expenses (or actions in respect thereof) arise out of
or are based upon (i) any untrue statement of any material fact contained, on
the effective date thereof, in the registration statement under which such
Registrable Securities were registered under the Securities Act or any final
prospectus contained therein (in each case as amended or supplemented,
including without limitation, any update pursuant to Rule 424(b) under the
Securities Act), provided that such final prospectus was used to effect a sale
by such Holder. (ii) the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading or, with respect to any prospectus, necessary to make
the statements therein in light of the circumstances under which they were made
not misleading, or (iii) any violation by the Company of the Securities Act or
state securities or blue sky laws applicable to the Company and relating to any
action or inaction required of the Company in connection with such registration
or qualification under such state securities or blue sky laws; provided,
however, that the Company shall not be liable in any such case to the
extent that any such loss, claim, damage, liability or expense arises out of or
is based upon any untrue statement or any omission made in such registration
statement, final prospectus, or amendment or supplement based upon and in
conformity with written information furnished to the Company by such Holder
specifically for use in such registration statement, prospectus, or amendment
or supplement. Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such Holder or such director,
officer, employee or agent.


(b)   Holders’ Indemnification. In connection with
the Registration Statement, each such Holder will furnish to the Company such
information as shall reasonably be requested by the Company for use in such
registration statement or prospectus and shall severally, and not jointly,
indemnify, to the extent permitted by law, the Company, its directors,
officers, employees and agents against any losses, claims, damages, liabilities
and expenses (under the Securities Act, at common law or otherwise), insofar as
such losses, claims, damages, liabilities or expenses arise out of or are based
upon any untrue statement or alleged untrue statement of a material fact
contained on the effective date thereof in the Registration Statement, or any
final prospectus included therein (in each case as amended or supplemented,
including without limitation, any update pursuant to Rule 424(b) under the
Securities Act), but only to the extent that such untrue statement of a
material fact is contained in, or such material fact is omitted from, written
information furnished by such Holder, specifically for use in such registration
statement or prospectus; provided, however, that the obligations
of such Holders hereunder shall be limited to an amount equal to the net
proceeds to each Holder of Registrable Securities sold in connection with such
registration.


(c)   Indemnification Procedures. Promptly after
receipt by an indemnified party hereunder of notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party hereunder, notify the indemnifying party in
writing thereof (an “Indemnification Notice”), but the omission so to
notify the indemnifying party shall not relieve it from any liability which it
may have to any indemnified party unless the indemnifying party is materially
and adversely affected thereby. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate
in and, to the extent it shall wish, to assume and undertake the defense
thereof and,



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after notice from the indemnifying party to
such indemnified party of its election so to assume and undertake the defense
thereof, the indemnifying party shall not be liable to such indemnified party
under this Section 6(c) for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof. Notwithstanding the
foregoing, the indemnified party shall have the right to employ its own counsel
at its expense unless (i) the employment of such counsel shall have been
authorized in writing by the indemnifying party or (ii) the attorneys for the
indemnifying party shall have concluded that there are defenses available to
the indemnified party that are different from or additional to those available
to the indemnifying party and such counsel reasonably concludes that it is
therefore unable to represent the interests of both the indemnified and
indemnifying party (in which case the indemnifying party may employ separate
counsel). In no event shall the indemnifying party be liable for fees and
expenses of more than one counsel separate from its own counsel.


(d)   In order to provide for just and equitable
contribution to joint liability under the Securities Act in any case in which
either (i) any Holder of Registrable Securities exercising rights under this
Agreement, or any controlling person of any such Holder, makes a claim for
indemnification pursuant to this Section 6 but it is judicially determined (by
the entry of a final judgment or decree by a court of competent jurisdiction
and the expiration of time to appeal or the denial of the last right of appeal)
that such indemnification may not be enforced in such case notwithstanding the
fact that this Section 6 provides for indemnification in such case, or (ii)
contribution under the Securities Act may be required on the part of any such
selling Holder or any such controlling person in circumstances for which
indemnification is provided under this Section 6; then, and in each such case,
the Company and such Holder will contribute to the aggregate losses, claims,
damages or liabilities to which they may be subject (after contribution from
others) in such proportion so that such Holder is responsible for the portion
represented by the percentage that the public offering price of its Registrable
Securities offered by the Registration Statement bears to the public offering
price of all securities offered by such Registration Statement, and the Company
is responsible for the remaining portion; provided, however,
that, in any such case, (A) no such Holder will be required to contribute any
amount in excess of the net proceeds received by such Holder from the sale of
such Registrable Securities offered by it pursuant to such Registration
Statement; and (B) no person or entity guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Securities Act) will be entitled to
contribution from any person or entity who was not guilty of such fraudulent
misrepresentation.


7.  Miscellaneous.


(a)   Notices. 
All notices and other communications pursuant to this Agreement shall be
in writing, either hand delivered or sent by certified or registered mail with
charges prepaid or by commercial courier guaranteeing next business day
delivery, or sent by facsimile, and shall be addressed:


(i)            in the case of the
Company, to the Company at its principal office set forth in the Purchase
Agreement; and


(ii)           in the case of a
Holder, to the address provided by such Holder to the Company.



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Any
notice or other communication pursuant to this Agreement shall be deemed to
have been duly given or made and to have become effective (i) when delivered in
hand to the party to which it was directed, (ii) if sent by facsimile and
properly addressed in accordance with the foregoing provisions of this Section
7(a), when received by the addressee, (iii) if sent by commercial courier
guaranteeing next business day delivery, on the business day following the date
of delivery to such courier, or (iv) if sent by first-class mail, postage
prepaid, and properly addressed in accordance with the foregoing provisions of
this Section 7(a), (A) when received by the addressee, or (B) on the third
business day following the day of dispatch thereof, whichever of (A) or (B)
shall be the earlier.


(b)   Assignment. The right to have the Company register Registrable Securities pursuant
to this Agreement may be assigned or transferred only with the prior written
consent of the Company (such consent not to be unreasonably withheld,
conditioned or delayed), and any such assignment or transfer without such
consent shall be void and of no effect. 
In the event of any such permitted assignment or transfer by any Holder
to any permitted transferee of all or any portion of such Registrable
Securities, such transfer will be allowed only if: (a) the Holder agrees in
writing with the transferee or assignee to assign such rights, and a copy of
such agreement is furnished to the Company within a reasonable time after such
assignment, (b) the Company is, within a reasonable time after such transfer or
assignment, furnished with written notice of (i) the name and address of such transferee
or assignee and (ii) the Registrable Securities with respect to which such
registration rights are being transferred or assigned, (c) immediately
following such transfer or assignment, the Registrable Securities so
transferred or assigned to the transferee or assignee constitute Restricted
Securities, (d) at or before the time the Company received the written notice
contemplated by clause (b) of this sentence the transferee or assignee agrees
in writing with the Company to be bound by all of the provisions contained
herein, and (e) the Company is furnished with an opinion of counsel, which
counsel and opinion shall be satisfactory to the Company, to the effect that
the permitted assignment would be in compliance with the Securities Act and any
applicable state or other securities laws.


(c)   Amendment and Waiver. This Agreement may not
be amended except by an instrument in writing signed by the Company and by the
Required Holders. Any Holder may waive any of its, his or her rights under this
Agreement (including, without limitation, such Holder’s right to cause any
other Person to comply with such other Person’s obligations under this
Agreement) only by an instrument in writing signed by such Holder; provided,
however, that (i) any rights under this Agreement which inure to the
benefit of any and all Holders (including, without limitation, the right of any
and all Holders to cause any other Person to comply with such other Person’s
obligations under this Agreement) may be waived on behalf of any and all
Holders by an instrument in writing signed by the Required Holders. Any waiver,
pursuant to this Subsection 9(c), of a breach of this Agreement shall not
operate or be construed as a waiver of any subsequent breach.


(d)   Governing Law; Headings. This agreement shall
be governed by and construed in accordance with the laws of the State of
Delaware without regard to conflict of law provisions of such state. The
headings in this Agreement are for convenience only and shall not affect the
construction hereof.


(e)   Severability. In the event that any provision
of this Agreement shall be



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invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.


(f)    Entire Agreement. This Agreement is intended
by the parties as a final expression of their agreement and intended to be a
complete and exclusive statement of the agreement and understanding of the
parties hereto in respect of the subject matter contained herein and therein.
This Agreement and the Purchase Agreement supersede all prior agreements and
understandings between the parties with respect to the subject matter contained
herein and therein.


(g)   Counterparts. This Agreement may be executed
in one or more counterparts, each of which shall be deemed an original, and it
shall not be necessary in making proof of this Agreement to produce or account
for more than one such counterpart.


(h)   Termination of Registration Rights. All of
the Company’s obligations to register Registrable Securities covered by a
Registration Statement (including without limitation to keep the Registration
Statement covering such Registrable Securities continuously effective) shall
terminate, if not previously terminated pursuant to the terms of Section 2(a),
upon the earlier of (x) two (2) years from the date of the effectiveness of
such Registration Statement and (y) such date that each Holder may sell all of
the Registrable Securities held by such Holder within a three-month period in
accordance with Rule 144(d) (the “Termination Date”); provided that such Termination Date will be extended
solely with respect to the Additional Shares for a period of one (1) year after
receipt of such shares by the Holder; provided further that the Termination
Date shall be extended for the Registrable Securities for a period of time
equal to the length of: (1) any Blackout Periods; plus (2) a period of time of
up to three months to the extent that the Required Holders determine in good
faith and after consultation with the Company that an extension is so required
due to market conditions; plus (3) the period during which a stop order issued
by the Commission is in effect. The parties acknowledge and agree that any
extension described above shall begin to run upon its occurrence regardless of
whether a prior extension is in effect.


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IN
WITNESS WHEREOF, the Company and the Sellers have executed
this Agreement as of the date first above written.


	
  

  	
  NEXCEN BRANDS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Robert W.
  D’Loren

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Robert W.
  D’Loren

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Chief Executive
  Officer

  	
   

  



 


Registration
Rights Agreement











 


	
  

  	
  PRETZELMAKER FRANCHISING, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Ward

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael Ward

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP and Chief Legal Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PRETZEL TIME FRANCHISING, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael Ward

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Michael Ward

  	
   

  
	
   

  	
   

  	
  Title:

  	
  EVP and Chief Legal Officer

  	
   

  
								



 


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