EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of February 28, 2006, between New Century Companies, Inc., a Delaware corporation (the "Company"), and the purchaser signatory...Registration Rights Agreement • March 13th, 2006 • New Century Companies Inc • Machine tools, metal cutting types
WITNESSETH:Security Agreement • March 13th, 2006 • New Century Companies Inc • Machine tools, metal cutting types • New York
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • March 13th, 2006 • New Century Companies Inc • Machine tools, metal cutting types • New York
EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...New Century Companies Inc • March 13th, 2006 • Machine tools, metal cutting types • New York
i) Authorization of Warrant Shares. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant, be duly...New Century Companies Inc • March 13th, 2006 • Machine tools, metal cutting types
EXHIBIT 10.5 ESCROW AGREEMENT ---------------- ESCROW AGREEMENT, dated February 28, 2006, between CAMOFI Master LDC ("CAM"), New Century Companies, Inc. ("NEW CENTURY") and Katten Muchin Rosenman LLP (the "ESCROW AGENT"). WHEREAS, CAM proposes to...Escrow Agreement • March 13th, 2006 • New Century Companies Inc • Machine tools, metal cutting types • New York
WITNESSETH:Subsidiary Guarantee • March 13th, 2006 • New Century Companies Inc • Machine tools, metal cutting types • New York
February 28, 2006 CAMOFI Master LDC c/o Centrecourt Asset Management LLC 350 Madison Ave., 8th Floor New York, NY 10017 Re: New Century Companies, Inc. (the "Company") ------------------------------------------- Dear Gentlemen: The undersigned is an...New Century Companies Inc • March 13th, 2006 • Machine tools, metal cutting types
The undersigned is an owner of record or beneficially of certain shares of common stock ("Common Stock") of the Company or securities convertible into or exchangeable or exercisable for Common Stock. The Company proposes to enter into a financing transaction (the "Transaction") with CAMOFI Master LDC ("CAM"), the "Lender". The undersigned recognizes that the Transaction will be of benefit to the undersigned and will benefit the Company. The undersigned acknowledges that the Company and the Lender are relying on the representations and agreements of the undersigned contained in this letter agreement in carrying out the Transaction.
