(a) there is then in effect a registration statement under the Securities Act covering suchproposed disposition and such disposition is made in accordance with such registration statement;or               (b) (i) the Grantee shall have notified the Company of the proposed disposition and shall havefurnished the Company with a detailed statement of the circumstances surrounding the proposeddisposition, (ii) if reasonably requested by the Company, the Grantee shall have furnished theCompany an opinion of counsel, in form and substance reasonably satisfactory to the Company, thatsuch disposition will not require registration of such shares under the Securities Act, and (iii)the transferee has agreed in writing to be bound by this Section 2. It is agreed that theCompany will not require opinions of counsel pursuant to this Section 2.6(b) fortransactions made pursuant to Rule 144, provided that it receives appropriate representations fromthe seller with regard to compliance with Rule 144, except in unusual circumstances.          Notwithstanding the provisions of paragraphs (a) and (b) above, no such registration statementor opinion of counsel shall be required by the Company for a transfer by the Grantee to any entitydirectly or indirectly controlled by or controlling the Grantee.     3. Registration Rights.If at any time the Company shall propose to register under the Securities Act any of itssecurities, whether for its own account or the account of others (other than a registrationstatement on Form S-4 or S-8), upon each such time it will promptly give written notice to theGrantee of its intention so to do. Upon the written request of the Grantee, received by theCompany within ten (10) days after the giving of any such notice by the Company, to register any orall of its shares of Common Stock underlying the Warrants (the “Registrable Shares”), theCompany will use its reasonable best efforts to cause the Registrable Shares as to whichregistration shall have been so requested to be included in the securities to be covered by theregistration statement proposed to be filed by the Company, all to the extent required to permitthe sale or other disposition by the Grantee (in accordance with its written request) of suchRegistrable Shares so registered.     4. Miscellaneous;                    4.1. Successors.         This Agreement shall bind and inure to the benefit of the respective successors and permittedassigns of each of the parties hereunder.          4.2. Governing Law.          This Agreement shall be governed by and construed under the laws of the State of New York,without regard to the principles of conflicts of law thereof.          4.3. Counterparts.          This Agreement may be executed in two or more counterparts, each of which shall be deemed anoriginal, but all of which together shall constitute one and the same instrument.          4.4. Interpretation.          The titles and subtitles used in this Agreement are used for convenience only and are not tobe considered in construing or interpreting this Agreement. When used in this Agreement, the terms“include,” “including,” “includes” and other derivations of such word shall be deemed to befollowed by the phrase “without limitation.”          4.5. Notices.          All notices required or permitted hereunder shall be in writing and shall be deemedeffectively given: (a) if hand-delivered, upon personal delivery to the party to be notified; (b)if sent by email (with return receipt requested) or facsimile, upon confirmed receipt by theintended recipient; (c) if sent by registered or certified mail, return receipt requested, postageprepaid, upon five days after having been sent; or (d) if sent by a nationally recognized overnightcourier, specifying next day delivery, with written verification of receipt, then upon one dayafter deposit with the courier. All communications shall be sent to the address as set forth belowor at such other address as such party may designate by 10 days advance written notice to the otherparties hereto:             (i) if to the Company, to:     Majesco Entertainment Company  160 Raritan Center Parkway  Edison, New Jersey 08837  Attention: Chief Executive Officer  Facsimile: 732-225-8408     with a copy to:
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     Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.  666 Third Avenue  New York, New York 10017  Attention: Todd E. Mason  Facsimile: (212) 983-3115     if to the Grantee, to:          4.6. Expenses.         Each party shall pay all costs and expenses incurred by it with respect to the negotiation,execution, delivery and performance of this Agreement.          4.7. Amendments and Waivers.         Any term of this Agreement may be amended and the observance of any term of this Agreement maybe waived (either generally or in a particular instance and either retroactively or prospectively),only with the written consent of the Company and the Grantee.          4.8. Severability.         If one or more provisions of this Agreement are held to be unenforceable under applicable law,such provision shall be excluded from this Agreement and the balance of the Agreement shall beinterpreted as if such provision were so excluded and shall be enforceable in accordance with itsterms.          4.9. Entire Agreement.         This Agreement and the documents referred to herein constitute the entire agreement among theparties and no party shall be liable or bound to any other party in any manner by any warranties,representations, or covenants except as specifically set forth herein or therein.          4.10. Confidentiality.         Each party hereto agrees that, except with the prior written permission of the other parties,it shall at all times keep confidential and not divulge, furnish or make accessible to anyone anyconfidential information, knowledge or data concerning or relating to the business or financialaffairs of the other parties to which such party has been or shall become privy by reason of thisAgreement, discussions or negotiations relating to this Agreement, the performance of itsobligations hereunder or the ownership of Warrants purchased hereunder. In addition, the Companyagrees it will not disclose, and will not include in any public announcement, the name of theGrantee, unless expressly agreed to by the Grantee or unless and until such disclosure is requiredby law or applicable regulation, and then only to the extent of such requirement. The provisionsof this Section 4.10 shall be in addition to, and not in substitution for, the provisionsof any separate nondisclosure agreement executed by the parties hereto with respect to thetransactions contemplated hereby.**[**Remainder of page intentionally left blank. Signature page to follow.**]**
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first abovewritten.      **MAJESCO ENTERTAINMENT COMPANY**