Exhibit 10.6


 


Execution
Copy


 


REGISTRATION RIGHTS AGREEMENT


 


THIS REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of January 29, 2008,
is made by and among NexCen Brands, Inc., a Delaware corporation (the “Company”),
Great American Cookie Company Franchising, LLC, a Delaware limited liability
company (“GACCF”), Great American Manufacturing, LLC, a Delaware limited
liability company (“GAM,” and collectively with GACCF, the “Sellers”).


 


WHEREAS,
the Company, the Sellers, NexCen Asset Acquisition, LLC, a Delaware limited
liability company (“Buyer”), and Mrs. Fields Famous Brands, LLC, a
Delaware limited liability company, have entered into that certain Asset
Purchase Agreement, dated as of January 29, 2008 (the “Purchase
Agreement”), pursuant to which Buyer has agreed to acquire certain of the
assets that relate to the operation of GACCF and GAM; 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 Indemnity 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 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 


 


2





















 


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 Section 2(a)),
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 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


 


3





















 


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 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;


 


4





















 


(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
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 


 


5





















 


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.


 


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 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 


 


6





















 


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, 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


 


7





















 


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.


 


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 


 


8

















 


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 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


 


9





















 


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 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 (3) 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.


 


[SIGNATURE
PAGE FOLLOWS]


 


10

















 


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 D’Loren

  
	
   

  	
   

  	
  Name:

  	
  Robert
  D’Loren

  
	
   

  	
   

  	
  Title:

  	
  President
  and Chief Executive

  
	
   

  	
   

  	
   

  	
  Officer

  



 


Signature
Page to Registration Rights Agreement


 

















 


	
   

  	
  GREAT AMERICAN COOKIE COMPANY

  FRANCHISING, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael Ward

  
	
   

  	
   

  	
  Name:

  	
  Michael
  Ward

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GREAT AMERICAN MANUFACTURING, 

  LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Michael Ward

  
	
   

  	
   

  	
  Name:

  	
  Michael
  Ward

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President

  



 


Signature
Page to Registration Rights Agreement