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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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 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
Registration Rights Agreement