0001104659-03-014933 Sample Contracts

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • July 17th, 2003 • Fao Inc • Retail-catalog & mail-order houses • New York

• Contract Type
  Registration Rights Agreement
• Filed
  July 17th, 2003
• Company
  Fao Inc
• Industry
  Retail-catalog & mail-order houses
• Jurisdiction
  New York

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 Securities (as defined) in the future (each individually a “Purchaser,” and collectively the “Purchasers”).

SHAREHOLDERS AGREEMENT TAG-ALONG RIGHTS AND DRAG-ALONG RIGHTS

Shareholders Agreement • July 17th, 2003 • Fao Inc • Retail-catalog & mail-order houses • New York

• Contract Type
  Shareholders Agreement
• Filed
  July 17th, 2003
• Company
  Fao Inc
• Industry
  Retail-catalog & mail-order houses
• Jurisdiction
  New York

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 “Convertible Preferred Stock”) of FAO, Inc. (the “Company”) and the Company.