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