EXHIBIT 99.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made as of April 23, 2003 between FAO, Inc., a Delaware corporation (the "Company"), and each of the undersigned and those who may purchase the...Registration Rights Agreement • May 5th, 2003 • Amended Restated Les Sheri Biller Revocable Trust • Retail-catalog & mail-order houses • New York
EXHIBIT 99.4 SHAREHOLDERS AGREEMENT TAG-ALONG RIGHTS AND DRAG-ALONG RIGHTS This SHAREHOLDERS AGREEMENT, dated as of April 23, 2003 (this "Agreement"), among the holders (the "Holders") who have purchased the Class I Convertible Preferred Stock (the...Shareholders Agreement • May 5th, 2003 • Amended Restated Les Sheri Biller Revocable Trust • Retail-catalog & mail-order houses • New York
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 5th, 2003 • Amended Restated Les Sheri Biller Revocable Trust • Retail-catalog & mail-order houses • New York
EXHIBIT 99.1 JOINT FILING AGREEMENT PURSUANT TO RULE 13D-1(F)(1) This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934 (the "Act") by and between the parties listed below, each referred to herein as a "Joint...Joint Filing Agreement • May 5th, 2003 • Amended Restated Les Sheri Biller Revocable Trust • Retail-catalog & mail-order houses
This agreement is made pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934 (the "Act") by and between the parties listed below, each referred to herein as a "Joint Filer." The Joint Filers agree that a statement of beneficial ownership as required by Section 13(d) of the Act and the Rules thereunder may be filed on each of their behalf on Schedule 13D, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.
