ex10-5.htm


    


     

    Exhibit
10.5

     

     

    FORM OF REGISTRATION RIGHTS
AGREEMENT

     

     

    REGISTRATION RIGHTS AGREEMENT
(this “Agreement”), dated as of
February 1st,
2010 , by and between MARNAI
BRANDS, INC., a Nevada corporation, (the “Company”), and BODIE INVESTMENT GROUP, INC, a
Michigan company (together with it permitted assigns, the “Buyer”). Capitalized terms
used herein and not otherwise defined herein shall have the respective meanings
set forth in the Common Stock Purchase Agreement by and between the parties
hereto, dated as of the date hereof (as amended, restated, supplemented or
otherwise modified from time to time, the "Purchase
Agreement”).

     

    WHEREAS:

     

    A. The
Company has agreed, upon the terms and subject to the conditions of the Purchase
Agreement, to issue to the Buyer (i) up to Seven Million Five Hundred
Thousand Dollars ($7,500,000) of the Company’s common stock, no par value
$0.001per share (the “Common
Stock”) (the “Purchase
Shares”), and (ii) such number of shares of Common Stock as is
required pursuant to Section 4(e) of the Purchase Agreement (the “Commitment Shares"); and
Commitment Warrants.

     

    B. To
induce the Buyer to enter into the Purchase Agreement, the Company has agreed to
provide certain registration rights under the Securities Act of 1933, as
amended, and the rules and regulations thereunder, or any similar successor
statute (collectively, the “1933 Act”), and applicable
state securities laws.

     

    NOW, THEREFORE, in
consideration of the promises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Buyer hereby agree as
follows:

     

    1. DEFINITIONS.

     

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

     

    a. "Investor” means the Buyer, any
transferee or assignee thereof to whom a Buyer assigns its rights under this
Agreement and who agrees to become bound by the provisions of this Agreement in
accordance with Section 9 and any transferee or assignee thereof to whom a
transferee or assignee assigns its rights under this Agreement and who agrees to
become bound by the provisions of this Agreement in accordance with
Section 9.

     

    b. "Person” means any person or
entity including any corporation, a limited liability company, an association, a
partnership, an organization, a business, an individual, a governmental or
political subdivision thereof or a governmental agency.

     

    c. "Register,” “registered,” and “registration” refer to a
registration effected by preparing and filing one or more registration
statements of the Company in compliance with the 1933 Act and pursuant to
Rule 415 under the 1933 Act or any successor rule providing for offering
securities on a continuous basis (“Rule 415”), and the
declaration or ordering of effectiveness of such registration statement(s) by
the United States Securities and Exchange Commission (the “SEC”).

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    d. "Registrable Securities” means
the Purchase Shares which have been, or which may from time to time be, issued
or issuable to the Investor upon purchases of the Available Amount under the
Purchase Agreement (without regard to any limitation or restriction on
purchases) and the Commitment Shares issued or issuable to the Investor and any
shares of capital stock issued or issuable with respect to the Purchase Shares,
the Commitment Shares or the Purchase Agreement as a result of any stock split,
stock dividend, recapitalization, exchange or similar event or otherwise,
without regard to any limitation on purchases under the Purchase
Agreement.

     

    e. "Registration Statement” means
the registration statement of the Company covering only the sale of the
Registrable Securities.

     

    2. REGISTRATION.

     

    a. Mandatory
Registration. The Company shall within forty five (45) Days from the
date hereof file with the SEC the Registration Statement. The Registration
Statement shall register only the Registrable Securities and no other securities
of the Company without written permission from the Buyer which will not
unreasonably withheld. The Investor and its counsel shall have a reasonable
opportunity to review and comment upon such Registration Statement or amendment
to such Registration Statement and any related prospectus prior to its filing
with the SEC. Investor and its counsel will complete any such review as promptly
as is reasonably practical. Investor shall furnish all information reasonably
requested by the Company for inclusion therein. The Company shall use its best
efforts to have the Registration Statement or amendment declared effective by
the SEC at the earliest possible date. The Company shall use reasonable best
efforts to keep the Registration Statement effective pursuant to Rule 415
promulgated under the 1933 Act and available for sales of all of the Registrable
Securities at all times until the earlier of (i) the date as of which the
Investor may sell all of the Registrable Securities without restriction pursuant
to Rule 144 promulgated under the 1933 Act (or successor thereto) or
(ii) the date on which (A) the Investor shall have sold all the
Registrable Securities and no Available Amount remains under the Purchase
Agreement (the “Registration
Period”). The Registration Statement (including any amendments or
supplements thereto and prospectuses contained therein) shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein, or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading. And subject to the
following sentence.

     

    b. Rule 424
Prospectus. The Company shall, as required by applicable securities
regulations, from time to time file with the SEC, pursuant to Rule 424
promulgated under the 1933 Act, the prospectus and prospectus supplements, if
any, to be used in connection with sales of the Registrable Securities under the
Registration Statement. The Investor and its counsel shall have a reasonable
opportunity to review and comment upon such prospectus prior to its filing with
the SEC. The Investor shall use its reasonable best efforts to comment upon such
prospectus within one (1) Business Day from the date the Investor receives the
final version of such prospectus. The Information provided by the investor for
inclusion in the Registration Statement or and amendment or any includes
prospectus shall be true and correct.

     

    c. Sufficient Number of Shares
Registered. In the event the number of shares available under the
Registration Statement is insufficient to cover all of the Registrable
Securities, the Company shall file an amendment the Registration Statement or
file a new registration statement (a ”New Registration Statement”),
so as to cover all of such Registrable Securities as soon as practicable, but in
any event not later than ten (10) Business Days after the necessity
therefor arises. The Company shall use it reasonable best efforts to cause such
amendment and/or New Registration Statement to become effective as soon as
practicable following the filing thereof.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    3. RELATED
OBLIGATIONS.

     

    With
respect to the Registration Statement and whenever any Registrable Securities
are to be registered pursuant to Section 2(b) including on any New Registration
Statement, the Company shall use its reasonable best efforts to effect the
registration of the Registrable Securities in accordance with the intended
method of disposition thereof and, pursuant thereto, the Company shall have the
following obligations:

     

    a. The
Company shall prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to any registration statement and the
prospectus used in connection with such registration statement, which prospectus
is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may
be necessary to keep the Registration Statement or any New Registration
Statement effective at all times during the Registration Period, and, during the
Registration Period, comply with the provisions of the 1933 Act with respect to
the disposition of all Registrable Securities of the Company covered by the
Registration Statement or any New Registration Statement until such time as all
of such Registrable Securities shall have been disposed of in accordance with
the intended methods of disposition by the seller or sellers thereof as set
forth in such Registration Statement.

     

    b. The
Company shall permit the Investor to review and comment upon the Registration
Statement or any New Registration Statement and all amendments and supplements
thereto at least two (2) Business Days prior to their filing with the SEC, and
not file any document in a form to which Investor reasonably objects. The
Investor shall use its reasonable best efforts to comment upon the Registration
Statement or any New Registration Statement and any amendments or supplements
thereto within two (2) Business Days from the date the Investor receives
the final version thereof. The Company shall furnish to the Investor, without
charge, any correspondence from the SEC or the staff of the SEC to the Company
or its representatives relating to the Registration Statement or any New
Registration Statement.

     

    c. Upon
request of the Investor, the Company shall furnish to the Investor,
(i) promptly after the same is prepared and filed with the SEC, at least
one copy of such registration statement and any amendment(s) thereto,
(ii) upon the effectiveness of any registration statement, a copy of the
prospectus included in such registration statement and all amendments and
supplements thereto (or such other number of copies as the Investor may
reasonably request) and (iii) such other documents, including copies of any
preliminary or final prospectus, as the Investor may reasonably request from
time to time in order to facilitate the disposition of the Registrable
Securities owned by the Investor.

     

    d. The
Company shall use reasonable best efforts to (i) register and qualify the
Registrable Securities covered by a registration statement under such other
securities or “blue sky” laws of such jurisdictions in the United States as the
Investor reasonably requests, (ii) prepare and file in those jurisdictions,
such amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof during the Registration Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect at all times during the Registration Period, and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to (x) qualify
to do business in any jurisdiction where it would not otherwise be required to
qualify but for this Section 3(d), (y) subject itself to general
taxation in any such jurisdiction, or (z) file a general consent to service
of process in any such jurisdiction. The Company shall promptly notify the
Investor who holds Registrable Securities of the receipt by the Company of any
written notification with respect to the suspension of the registration or
qualification of any of the Registrable Securities for sale under the securities
or “blue sky” laws of any jurisdiction in the United States or its receipt of
actual notice of the initiation or threatening of any proceeding for such
purpose.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    e. As
promptly as practicable after obtaining actual knowledge of such event or facts,
the Company shall notify the Investor in writing of the happening of any event
or existence of such facts as a result of which the prospectus included in any
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, and promptly prepare a supplement or
amendment to such registration statement to correct such untrue statement or
omission, and deliver a copy of such supplement or amendment to the Investor (or
such other number of copies as the Investor may reasonably request). The Company
shall also promptly notify the Investor in writing (i) when a prospectus or
any prospectus supplement or post-effective amendment has been filed, and when a
registration statement or any post-effective amendment has become effective
(notification of such effectiveness shall be delivered to the Investor by
facsimile on the same day of such effectiveness and by overnight mail),
(ii) of any request by the SEC for amendments or supplements to any
registration statement or related prospectus or related information, and
(iii) of the Company’s reasonable determination that a post-effective
amendment to a registration statement would be appropriate.

     

    f. The
Company shall use its reasonable best efforts to prevent the issuance of any
stop order or other suspension of effectiveness of any registration statement,
or the suspension of the qualification of any Registrable Securities for sale in
any jurisdiction and, if such an order or suspension is issued, to obtain the
withdrawal of such order or suspension at the earliest possible moment and to
notify the Investor of the issuance of such order and the resolution thereof or
its receipt of actual notice of the initiation or threat of any proceeding for
such purpose.

     

    g. The
Company shall (i) cause all the Registrable Securities to be listed on each
securities exchange on which securities of the same class or series issued by
the Company are then listed, if any, if the listing of such Registrable
Securities is then permitted under the rules of such exchange, or
(ii) secure designation and quotation of all the Registrable Securities on
the Principal Market. The Company shall pay all fees and expenses in connection
with satisfying its obligation under this Section.

     

    h. The
Company shall cooperate with the Investor to facilitate the timely preparation
and delivery of certificates (not bearing any restrictive legend) representing
the Registrable Securities to be offered pursuant to any registration statement
and enable such certificates to be in such denominations or amounts as the
Investor may reasonably request and registered in such names as the Investor may
request.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    i. The
Company shall at all times provide a transfer agent with respect to its Common
Stock.

     

    j. If
reasonably requested by the Investor in writing, the Company shall
(i) immediately incorporate in a prospectus supplement or post-effective
amendment such information as the Investor believes should be included therein
relating to the sale and distribution of Registrable Securities, including,
without limitation, information with respect to the number of Registrable
Securities being sold, the purchase price being paid therefor and any other
terms of the offering of the Registrable Securities; (ii) make all required
filings of such prospectus supplement or post-effective amendment as soon as
notified of the matters to be incorporated in such prospectus supplement or
post-effective amendment; and (iii) supplement or make amendments to any
registration statement.

     

    k. The
Company shall use its reasonable best efforts to cause the Registrable
Securities covered by the registration statement to be registered with or
approved by such other governmental agencies or authorities as may be necessary
to consummate the disposition of such Registrable Securities.

     

    l. Within one (1) Business
Day after any Registration Statement which includes the Registrable Securities
is ordered effective by the SEC, the Company shall deliver, and shall cause
legal counsel for the Company to deliver, to the transfer agent for such
Registrable Securities (with copies to the Investor) confirmation that such
Registration Statement has been declared effective by the SEC in the form
attached hereto as Exhibit A.
Thereafter, if requested by the Buyer at any time, the Company shall require its
counsel to deliver to the Buyer a written confirmation whether or not the
effectiveness of such registration statement has lapsed at any time for any
reason (including, without limitation, the issuance of a stop order) and whether
or not the registration statement is current and available to the Buyer for sale
of all of the Registrable Securities.

     

    m. The
Company shall take all other reasonable actions necessary to expedite and
facilitate disposition by the Investor of Registrable Securities pursuant to any
Registration Statement.

     

    4. OBLIGATIONS OF THE
INVESTOR.

     

    a. The
Company shall notify the Investor in writing of the information the Company
reasonably requires from the Investor in connection with any registration
statement hereunder. The Investor shall furnish to the Company 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 Securities and shall
execute such documents in connection with such registration as the Company may
reasonably request.

     

    b. The
Investor agrees to cooperate fully with the Company as reasonably requested by
the Company in connection with the preparation and filing of any Registration
Statement hereunder.

     

    c. The
Investor agrees that, upon receipt of any notice from the Company of the
happening of any event or existence of facts of the kind described in Section
3(f) or the first sentence of 3(e), the Investor will immediately discontinue
disposition of Registrable Securities pursuant to any Registration Statement(s)
covering such Registrable Securities until the Investor’s receipt of the copies
of the supplemented or amended prospectus contemplated by Section 3(f) or the
first sentence of 3(e). Notwithstanding anything to the contrary, the Company
shall cause its transfer agent to promptly deliver shares of Common Stock
without any restrictive legend in accordance with the terms of the Purchase
Agreement in connection with any sale of Registrable Securities with respect to
which an Investor has entered into a contract for sale prior to the Investor’s
receipt of a notice from the Company of the happening of any event of the kind
described in Section 3(f) or the first sentence of 3(e) and for which the
Investor has not yet settled.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    5. EXPENSES OF
REGISTRATION.

     

    All
reasonable expenses, other than sales or brokerage commissions and the fees snd
disbursement of the investors counsel, incurred in connection with
registrations, filings or qualifications pursuant to Sections 2 and 3,
including, without limitation, all registration, listing and qualifications
fees, printers and accounting fees, and fees and disbursements of counsel for
the Company, shall be paid by the Company.

     

    6. INDEMNIFICATION.

     

    a. To
the fullest extent permitted by law, the Company will, and hereby does,
indemnify, hold harmless and defend the Investor, each Person, if any, who
controls the Investor, the members, the directors, officers, partners,
employees, agents, representatives of the Investor and each Person, if any, who
controls the Investor within the meaning of the 1933 Act or the Securities
Exchange Act of 1934, as amended (the “1934 Act”) (each, an “Indemnified Person”), against
any losses, claims, damages, liabilities, judgments, fines, penalties, charges,
costs, attorneys’ fees, amounts paid in settlement or expenses, joint or
several, (collectively, “Claims”) incurred in
investigating, preparing or defending any action, claim, suit, inquiry,
proceeding, investigation or appeal taken from the foregoing by or before any
court or governmental, administrative or other regulatory agency, body or the
SEC, whether pending or threatened, whether or not an indemnified party is or
may be a party thereto (“Indemnified Damages”), to
which any of them may become subject insofar as such Claims (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon: (i) any untrue statement or alleged untrue statement of
a material fact in the Registration Statement, any New Registration Statement or
any post-effective amendment thereto or in any filing made in connection with
the qualification of the offering under the securities or other “blue sky” laws
of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”), or the
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading,
(ii) any untrue statement or alleged untrue statement of a material fact
contained in the final prospectus (as amended or supplemented, if the Company
files any amendment thereof or supplement thereto with the SEC) or the omission
or alleged omission to state therein any material fact necessary to make the
statements made therein, in light of the circumstances under which the
statements therein were made, not misleading, or (iii) any violation or
alleged violation by the Company of the 1933 Act, the 1934 Act, any other law,
including, without limitation, any state securities law, or any rule or
regulation thereunder relating to the offer or sale of the Registrable
Securities pursuant to the Registration Statement or any New Registration
Statement or iii any material violation by the Company of this Agreement
(the matters in the foregoing clauses (i) through (iv) being,
collectively, “Violations”). The Company
shall reimburse each Indemnified Person promptly as such expenses are incurred
and are due and payable, for any reasonable out of pocket expenses legal fees or
other reasonable out of pocket  expenses incurred by them in
connection with investigating or defending any such Claim. Notwithstanding
anything to the contrary contained herein, the indemnification agreement
contained in this Section 6(a): (i) shall not apply to a Claim by an
Indemnified Person arising out of or based upon a Violation which occurs in
reliance upon and in conformity with information furnished in writing to the
Company by such Indemnified Person expressly for use in connection with the
preparation of the Registration Statement, any New Registration Statement or any
such amendment thereof or supplement thereto, if such prospectus was timely made
available by the Company pursuant to Section 3(c) or Section 3(e);
(ii) with respect to any superseded prospectus, shall not inure to the
benefit of any such person from whom the person asserting any such Claim
purchased the Registrable Securities that are the subject thereof (or to the
benefit of any person controlling such person) if the untrue statement or
omission of material fact contained in the superseded prospectus was corrected
in the revised prospectus, as then amended or supplemented, if such revised
prospectus was timely made available by the Company pursuant to Section 3(c) or
Section 3(e), and the Indemnified Person was promptly advised in writing not to
use the incorrect prospectus prior to the use giving rise to a violation and
such Indemnified Person, notwithstanding such advice, used it; (iii) shall
not be available to the extent such Claim is based on a failure of the Investor
to deliver or to cause to be delivered the prospectus made available by the
Company, if such prospectus was timely made available by the Company pursuant to
Section 3(c) or Section 3(e); and (iv) shall not apply to amounts paid
in settlement of any Claim if such settlement is effected without the prior
written consent of the Company, which consent shall not be unreasonably withheld
delayed . Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of the Indemnified Person and shall survive
the transfer of the Registrable Securities by the Investor pursuant to
Section 9.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    b. In
connection with the Registration Statement or any New Registration Statement,
the Investor agrees to severally and not jointly indemnify, hold harmless and
defend, to the same extent and in the same manner as is set forth in
Section 6(a), the Company, each of its directors, each of its officers who
signs the Registration Statement or any New Registration Statement, each Person,
if any, who controls the Company within the meaning of the 1933 Act or the 1934
Act (collectively and together with an Indemnified Person, an “Indemnified Party”), against
any Claim or Indemnified Damages to which any of them may become subject, under
the 1933 Act, the 1934 Act or otherwise, insofar as such Claim or Indemnified
Damages arise out of or are based upon any Violation, in each case to the
extent, and only to the extent, that such Violation occurs in reliance upon and
in conformity with written information about the Investor set forth on Exhibit B
attached hereto and furnished to the Company by the Investor expressly for use
in connection with such registration statement; and, subject to
Section 6(d), the Investor will reimburse any legal or other expenses
reasonably incurred by them in connection with investigating Preparinf or
defending any such Claim; provided, however, that the indemnity agreement
contained in this Section 6(b) and the agreement with respect to contribution
contained in Section 7 shall not apply to amounts paid in settlement of any
Claim if such settlement is effected without the prior written consent of the
Investor, which consent shall not be unreasonably delayed or withheld; provided,
further, however, that the Investor shall be liable under this Section 6(b) for
only that amount of a Claim or Indemnified Damages as does not exceed the net
proceeds to the Investor as a result of the sale of Registrable Securities
pursuant to such registration statement. Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of such
Indemnified Party and shall survive the transfer of the Registrable Securities
by the Investor pursuant to Section 9.

     

    c. Promptly
after receipt by an Indemnified Person or Indemnified Party under this
Section 6 of notice of the commencement of any action or proceeding
(including any governmental action or proceeding) involving a Claim, such
Indemnified Person or Indemnified Party shall, if a Claim in respect thereof is
to be made against any indemnifying party under this Section 6, deliver to
the indemnifying party a written notice of the commencement thereof, and the
indemnifying party shall have the right to participate in, and, to the extent
the indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume control of the defense thereof with counsel
mutually satisfactory to the indemnifying party and the Indemnified Person or
the Indemnified Party, as the case may be; provided, however, that an
Indemnified Person or Indemnified Party shall have the right to retain its own
counsel with the fees and expenses to be paid by the indemnifying party, if, in
the reasonable opinion of counsel retained by the indemnifying party, the
representation by such counsel of the Indemnified Person or Indemnified Party
and the indemnifying party would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other party represented by such counsel in such proceeding. The Indemnified
Party or Indemnified Person shall cooperate fully with the indemnifying party in
connection with any negotiation or defense of any such action or claim by the
indemnifying party and shall furnish to the indemnifying party all information
reasonably available to the Indemnified Party or Indemnified Person which
relates to such action or claim. The indemnifying party shall keep the
Indemnified Party or Indemnified Person fully apprised at all times as to the
status of the defense or any settlement negotiations with respect thereto. No
indemnifying party shall be liable for any settlement of any action, claim or
proceeding effected without its written consent, provided, however, that the
indemnifying party shall not unreasonably withhold, delay or condition its
consent. No indemnifying party shall, without the consent of the Indemnified
Party or Indemnified Person, consent to entry of any judgment or enter into any
settlement or other compromise which does not include as an unconditional term
thereof the giving by the claimant or plaintiff to such Indemnified Party or
Indemnified Person of a release from all liability in respect to such claim or
litigation and does certain any admission or acknowledgment of wrong doing.
Following indemnification as provided for hereunder, the indemnifying party
shall be subrogated to all rights of the Indemnified Party or Indemnified Person
with respect to all third parties, firms or corporations relating to the matter
for which indemnification has been made. The failure to deliver written notice
to the indemnifying party within a reasonable time of the commencement of any
such action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the
extent that the indemnifying party is prejudiced in its ability to defend such
action.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    d. The
indemnification required by this Section 6 shall be made by periodic
payments of the amount thereof during the course of the investigation or
defense, as and when bills are received or Indemnified Damages are
incurred.

     

     

    e. The
indemnity agreements contained herein shall be in addition to (i) any cause
of action or similar right of the Indemnified Party or Indemnified Person
against the indemnifying party or others, and (ii) any liabilities the
indemnifying party may be subject to pursuant to the law.

     

    7. CONTRIBUTION.

     

    To the
extent any indemnification by an indemnifying party is prohibited or limited by
law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to
the fullest extent permitted by law; provided, however, that: (i) no seller
of Registrable Securities guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from
any seller of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds received by
such seller from the sale of such Registrable Securities, in the absence of a
determination of willful misconduct by a court of competent jurisdiction by
means of final determination.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    8. REPORTS AND DISCLOSURE UNDER
THE SECURITIES ACTS.

     

    With a
view to making available to the Investor the benefits of Rule 144
promulgated under the 1933 Act or any other similar rule or regulation of the
SEC that may at any time permit the Investor to sell securities of the Company
to the public without registration (“Rule 144”), the Company
agrees, at the Company’s sole expense, to:

     

    a. make
and keep public information available, as those terms are understood and defined
in Rule 144;

     

    b. file
with the SEC in a timely manner all reports and other documents required of the
Company under the 1933 Act and the 1934 Act so long as the Company remains
subject to such requirements and the filing of such reports and other documents
is required for the applicable provisions of Rule 144; and

     

    c. furnish
to the Investor so long as the Investor owns Registrable Securities, promptly
upon written request, (i) a written statement by the Company that it has
complied with the reporting and or disclosure provisions of Rule 144, the
1933 Act and the 1934 Act, (ii) a copy of the most recent annual or
quarterly report of the Company and such other reports and documents so filed by
the Company, and (iii) such other information as may be reasonably
requested to permit the Investor to sell such securities pursuant to
Rule 144 without registration, and

     

    d. take
such additional action as is reasonably requested by the Investor to enable the
Investor to sell the Registrable Securities pursuant to Rule 144,
including, without limitation, delivering all such legal opinions, consents,
certificates, resolutions and instructions to the Company’s Transfer Agent as
may be requested from time to time by the Investor and otherwise fully cooperate
with Investor and Investor’s broker to effect such sale of securities pursuant
to Rule 144.

     

    The
Company agrees that damages may be an inadequate remedy for any breach of the
terms and provisions of this Section 8 and that Investor shall, whether or
not it is pursuing any remedies at law, be entitled to equitable relief in the
form of a preliminary or permanent injunctions, without having to post any bond
or other security, upon any breach or threatened breach of any such terms or
provisions.

     

    9. ASSIGNMENT OF REGISTRATION
RIGHTS.

     

    The
Company shall not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Investor. The Investor may not assign
its rights under this Agreement without the written consent of the Company,
other than to an affiliate of the Investor controlled by Jack Bodenstein, who
agrees in writing to be bound by the terms and provisions of this
Agreement.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    10. AMENDMENT OF REGISTRATION
RIGHTS.

     

    Provisions
of this Agreement may be amended and the observance thereof may be waived
(either generally or in a particular instance and either retroactively or
prospectively), only with the written consent of the Company and the
Investor.

     

    11. MISCELLANEOUS.

     

    a. A
Person is deemed to be a holder of Registrable Securities whenever such Person
owns or is deemed to own of record such Registrable Securities. If the Company
receives conflicting instructions, notices or elections from two or more Persons
with respect to the same Registrable Securities, the Company shall act upon the
basis of instructions, notice or election received from the registered owner of
such Registrable Securities.

     

    b. Any
notices, consents, waivers or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been delivered: (i) upon receipt, when delivered personally;
(ii) upon receipt, when sent on a business day by facsimile (provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party); or (iii) one (1) Business Day
after deposit with a nationally recognized overnight delivery service, in each
case properly addressed to the party to receive the same. The addresses and
facsimile numbers for such communications shall be:

     

    
      	 
      	 
      	 
      
	
              If
      to the Company:

            	 
      	 
      
	 
      
	
              Marani
      Brands, Inc.

              13152
      Raymer Street

              Suite
      1A

              North
      Hollywood, CA 91605

            
	
               

              Telephone:
      (818) 503-5200

              Facsimile:  (818)
      503-4478

              Attention:
      Chief Executive Officer

            	 
      	 
      


    

    


    
      	 
      	 
      	 
      
	
              With
      a copy to:

            	 
      	 
      
	 
      	 
      	 
      
	 
      
	 
      
	 
      	 
      	 
      


    

    


    
      	 
      	 
      	 
      
	
              If
      to the Investor:

            	 
      	 
      
	
              Bodie
      Investment Group, Inc.

            
	
              25900
      Greenfield Road, Suite 102

            
	
              Oak
      Park, MI 48237

              Telephone:

              Facsimile:

              Attention:

            	 
      	
               

              248-569-9174

              248-569-9176

              Jack
      Bodenstein

            


    

     

    or at
such other address and/or facsimile number and/or to the attention of such other
person as the recipient party has specified by written notice given to each
other party three (3) Business Days prior to the effectiveness of such
change. Written confirmation of receipt (A) given by the recipient of such
notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender’s facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by a nationally recognized overnight delivery
service, shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    c. Failure
of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof.

     

     

    d. The
corporate laws of the State of Nevada shall govern all issues concerning the
relative rights of the Company and its stockholders. All other questions
concerning the construction, validity, enforcement and interpretation of this
Agreement shall be governed by the internal laws of the State of New York,
without giving effect to any choice of law or conflict of law provision or rule
(whether of the State of New York or any other jurisdictions) that would cause
the application of the laws of any jurisdictions other than the State of New
York . Each party hereby irrevocably submits to the exclusive jurisdiction of
the state and federal courts sitting the New York, New York, for the
adjudication of any dispute hereunder or in connection herewith or with any
transaction contemplated hereby or discussed herein, and hereby irrevocably
waives, and agrees not to assert in any suit, action or proceeding, any claim
that it is not personally subject to the jurisdiction of any such court, that
such suit, action or proceeding is brought in an inconvenient forum or that the
venue of such suit, action or proceeding is improper. Each party hereby
irrevocably waives personal service of process and consents to process being
served in any such suit, action or proceeding by mailing a copy thereof to such
party at the address for such notices to it under this Agreement and agrees that
such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. If any provision of this
Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity
or unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other jurisdiction.
EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE
ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT
OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

     

    e. This
Agreement and the Purchase Agreement constitute the entire agreement among the
parties hereto with respect to the subject matter hereof and thereof. There are
no restrictions, promises, warranties or undertakings, other than those set
forth or referred to herein and therein. This Agreement and the Purchase
Agreement supersede all prior agreements and understandings among the parties
hereto with respect to the subject matter hereof and thereof.

     

    f. This
Agreement may be executed in identical counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same agreement.
This Agreement, once executed by a party, may be delivered to the other party
hereto by facsimile transmission of a copy of this Agreement bearing the
signature of the party so delivering this Agreement.

     

    g. Each
party shall do and perform, or cause to be done and performed, all such further
acts and things, and shall execute and deliver all such other agreements,
certificates, instruments and documents, as the other party may reasonably
request in order to carry out the intent and accomplish the purposes of this
Agreement and the consummation of the transactions contemplated
hereby.

     

    h. The
language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent and no rules of strict construction will
be applied against any party.

     

    i. This
Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by, any other Person other than indemnified
person.

     

     

    * * * * * *

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

     

     

     

    IN WITNESS WHEREOF, the
parties have caused this Registration Rights Agreement to be duly executed as of
day and year first above written.

     

     

    THE
COMPANY:

     

     

    MARNI
BRANDS, INC.

     

     

    By:
________________________________________

    Name:  Margrit
Eyraud

    Title:    Chief
Executive Officer

     

     

    BUYER:

     

     

    BODIE
INVESTMENT GROUP, INC.

     

     

    By:
______________________________________

    Name:
Jack Bodenstein

    Title:
President

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

     

    EXHIBIT
A

     

     

    TO
REGISTRATION RIGHTS AGREEMENT

     

     

    FORM
OF NOTICE OF EFFECTIVENESS

    OF REGISTRATION
STATEMENT

     

     

    [Date]

     

     

    [TRANSFER AGENT]

     

     

          

     

     

          

     

     

    Re:
[      ]

     

     

    Ladies
and Gentlemen:

     

     

    We are
counsel to Marani Brands,
Inc., a Nevada corporation (the “Company”), and have
represented the Company in connection with that certain Common Stock Purchase
Agreement, dated as of November 19, 2009 (the “Purchase Agreement”), entered
into by and between the Company and Bodie Investment Group, Inc. (the “Buyer”) pursuant to which the
Company has agreed to issue to the Buyer shares of the Company’s Common Stock,
no par value per share (the “Common Stock”), in an amount
up to Seven Million Five Hundred Thousand Dollars ($7,500,000) (the “Purchase Shares”), in
accordance with the terms of the Purchase Agreement. In connection with the
transactions contemplated by the Purchase Agreement, the Company has registered
with the U.S. Securities & Exchange Commission the following shares of
Common Stock:

     

    
      	 
      	
              (1)

            	 
      	
               _____________________shares
      of Common Stock to be issued upon purchase from the Company by the Buyer
      from time to time (the “Purchase
      Shares.”).

            


    

    


    
      	 
      	
              (2)

            	 
      	
              4,500,000
      shares of Common Stock which have been issued to the Buyer as a commitment
      fee (the “Initial
      Commitment Shares”).

            


    

    


    
      	
                                  (3) 
      

            	
              4,000,000
      Cashlesswarrants and 8,500,000 Cash warrants which have been issued
      as   a  commitment fee)

            	 
      	 
      


    

     

    Pursuant
to the Purchase Agreement, the Company also has entered into a Registration
Rights Agreement, dated as of November 19, 2009, with the Buyer (the “Registration Rights
Agreement”) pursuant to which the Company agreed, among other things, to
register the Purchase Shares, and the Commitment Shares under the Securities Act
of 1933, as amended (the “1933
Act”). In connection with the Company’s obligations under the Purchase
Agreement and the Registration Rights Agreement, on _February 1st,2010,
the Company filed a Registration Statement (File No. __________) (the “Registration Statement”) with
the Securities and Exchange Commission (the “SEC”) relating to the sale of
the Purchase Shares, and the Commitment Shares.

     

     

    In
connection with the foregoing, we advise you that a member of the SEC’s staff
has advised us by telephone that the SEC has entered an order declaring the
Registration Statement effective under the 1933Act at ______PM on
_______________,2010, and  we have no knowledge, after telephonic
inquiry of a member of the SEC’s staff, that any stop order suspending its
effectiveness has been issued or that any proceedings for that purpose are
pending before, or threatened by, the SEC and the Purchase Shares, and the
Commitment Shares are available for sale under the 1933 Act pursuant to the
Registration Statement and may issued without any restrictive
legend.

     

     

    Very
truly yours,

     

     

    [Company
Counsel]

     

     

    By:      

     

     

    CC: Bodie
Investment Group, Inc.

     

     

    
      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

     

    EXHIBIT
B

     

     

    TO
REGISTRATION RIGHTS AGREEMENT

     

     

    Information
About The Investor Furnished To The Company By The Investor

    Expressly For Use In Connection With
The Registration Statement

     

     

    As of the
date of the Purchase Agreement, Bodie Investment Group, Inc. beneficially owned
4,500,000 shares of common stock of the Company.  Jack Bodenstein is
the sole beneficial owner of all of the shares of common stock owned by Bodie
Investment Group. Mr. Bodenstein has sole voting and investment power over the
shares being offered under the prospectus filed with the SEC in connection with
the transactions contemplated under the Purchase Agreement. Bodie Investment
Group, Inc. is not a licensed broker dealer or an affiliate of a licensed broker
dealer.

     

     

     

    
      
        
        

      

      
        14