0000950133-06-004997 Sample Contracts

VOTING AGREEMENT
Voting Agreement • November 14th, 2006 • Aether Holdings Inc • Investors, nec • Delaware

This VOTING AGREEMENT (this “Agreement”), dated as of November 7, 2006, is entered into by and between Aether Holdings, Inc., a Delaware corporation (the “Company”) and Robert J. Corliss (“Corliss” or the “Stockholder”).

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VOTING AGREEMENT
Voting Agreement • November 14th, 2006 • Aether Holdings Inc • Investors, nec

This VOTING AGREEMENT (this “Agreement”), dated as of November 7, 2006, is entered into by and between Aether Holdings, Inc., a Delaware corporation (the “Company”) and Athlete’s Foot Marketing Associates, LLC (“AFMA” or the “Stockholder”).

Contract
Aether Holdings Inc • November 14th, 2006 • Investors, nec • New York

THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO AETHER HOLDINGS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 14th, 2006 • Aether Holdings Inc • Investors, nec • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 7, 2006, is made by and among Aether Holdings, Inc., a Delaware corporation (the “Company”), Athlete’s Foot Marketing Associates, LLC, a Delaware limited liability company (“AFMA”) and Robert J. Corliss (“Corliss”).

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