EXHIBIT 99.5 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 20th, 2003 • Kayne Anderson Capital Advisors Lp • Retail-catalog & mail-order houses • New York
Exhibit 99.4 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 20th, 2003 • Kayne Anderson Capital Advisors Lp • Retail-catalog & mail-order houses • New York
