Exhibit 10.1 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this "Agreement") is made and entered into as of December 19, 2006, between New Century Companies, Inc., a Delaware corporation...Registration Rights Agreement • December 26th, 2006 • New Century Companies Inc • Machine tools, metal cutting types
EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is entered into as of April 12, 1999, by and between Numex Corporation, a Delaware corporation (the "Company"), and Jeffrey A. Stern, an individual ("Employee"), with reference to the...Employment Agreement • July 13th, 1999 • Numex Corp • Services-business services, nec • California
EXHIBIT 10.16" SETTLEMENT AGREEMENT AND RELEASE OF ALL CLAIMS This Settlement Agreement and Release of All Claims is made on December 29, 1997 by and between JACOB M.M. GRAFF ("Graff") on the one hand and NUMEX CORPORATION, a corporation, JACK I....Settlement Agreement • July 14th, 1998 • Numex Corp • Services-business services, nec • California
WITNESSETH:Security Agreement • March 13th, 2006 • New Century Companies Inc • 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
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 EXERCISABLE 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 • December 26th, 2006 • Machine tools, metal cutting types
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
EXHIBIT 10.1 SETTLEMENT AND RELEASE AGREEMENT This Settlement and Release Agreement (the "Agreement") is made and entered into as of August 16, 1999, by and between Numex Corporation, a Delaware corporation (the "Company"), and Jeffrey A. Stern, an...Settlement and Release Agreement • October 19th, 1999 • Numex Corp • Services-business services, nec • California
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
REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (the "Agreement") is entered into as of February 15, 2006, by and among NEW CENTURY COMPANIES, INC., a Delaware corporation (the "Company"), and the parties who are signatories to this...Registration Rights Agreement • June 8th, 2006 • New Century Companies Inc • Machine tools, metal cutting types • Arizona
WITNESSETH:Subsidiary Guarantee • March 13th, 2006 • New Century Companies Inc • Machine tools, metal cutting types • New York
RECITALS --------Agreement and Plan of Merger • June 4th, 2001 • Internetmercado Com Inc • Services-business services, nec • California
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • April 27th, 1999 • Numex Corp • Services-business services, nec • California
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 30th, 2010 • U.S. Aerospace, Inc. • Aircraft parts & auxiliary equipment, nec • Delaware
This Indemnification Agreement (“Agreement”) is entered into as of by and between U.S. Aerospace, Inc., a Delaware corporation (“Company”), and (“Indemnitee”).
15% SENIOR CONVERTIBLE NOTE DUE JULY 31, 2011U.S. Aerospace, Inc. • August 4th, 2010 • Aircraft parts & auxiliary equipment, nec • New York
THIS NOTE is one of a series of duly authorized and issued Senior Convertible Notes of U.S. Aerospace, Inc., a Delaware corporation, having a principal place of business at 9831 Romandel Avenue, Santa Fe Springs, CA 90670 (the “Company”), designated as its 15% Senior Convertible Notes, due July 31, 2011 (the “Note(s)”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 2002 • New Century Companies Inc • Services-business services, nec • California
Registration Rights Agreement dated as of May 25, 2001 (this “Agreement”) by and between InternetMercado.com, Inc., a Delaware corporation (the “Company”), on the one hand; and Jeffrey A. Stern (“Stern”), Felix Telado (“Telado”) and West America Securities Corp. (“West America”), on the other hand, with reference to the following:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • December 16th, 2010 • U.S. Aerospace, Inc. • Aircraft parts & auxiliary equipment, nec • California
This Stock Purchase Agreement (this “Agreement”) is entered into on August 16, 2010 (the “Effective Date”), by and among U.S. Aerospace, Inc., a Delaware corporation formerly known as New Century Companies, Inc. (the “Seller”), and David Duquette and Joseph Czikmantori, individuals residing in Los Angeles, California (each, a “Buyer” and collectively, the “Buyers”).
SHARE EXCHANGE AGREEMENT BY AND AMONG NEW CENTURY COMPANIES, INC., PRECISION AEROSTRUCTURES, INC., AND THE SHAREHOLDER OF PRECISION AEROSTRUCTURES, INC. Dated: October 6, 2009Share Exchange Agreement • October 15th, 2009 • New Century Companies Inc • Machine tools, metal cutting types • California
THIS SHARE EXCHANGE AGREEMENT, dated as of October 6, 2009 (this “Agreement”), by and among NEW CENTURY COMPANIES, INC., a corporation incorporated in the State of Delaware, (“NCCI”), on the one hand; and PRECISION AEROSTRUCTURES, INC. (“PAI”), a corporation incorporated in the State of California, and Michael Cabral; (the “PAI Shareholder”), on the other hand. Each of PAI, the PAI Entities and the PAI Shareholder is sometimes individually referred to herein as a “PAI Party,” and collectively as the “PAI Parties.” Each of NCCI and the NCCI Entities is sometimes individually referred to as a “NCCI Party” and collectively as the “NCCI Parties”. Each of the Parties to this Agreement is individually referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein that are not otherwise defined herein shall have the meanings ascribed to them in Exhibit A hereto.
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.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • September 30th, 2010 • U.S. Aerospace, Inc. • Aircraft parts & auxiliary equipment, nec
This Employment Agreement (this “Agreement”) is entered into as of September , 2010 (the “Effective Date”), between U.S. Aerosapace, Inc., a Delaware corporation (the “Company”) and James Worsham (the “Executive”).
EXHIBIT 10.17" SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE This Settlement Agreement and Mutual General Release (the "Agreement"), dated January 29, 1998, is made by and between Belin Rawlings and Badal LLP, a California Limited Liability...Settlement Agreement and Mutual General Release • July 14th, 1998 • Numex Corp • Services-business services, nec • California
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTAmended and Restated Registration Rights Agreement • May 31st, 2007 • New Century Companies Inc • Machine tools, metal cutting types
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of May 1, 2007, between New Century Companies, Inc., a Delaware corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”).
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 23rd, 2007 • New Century Companies Inc • Machine tools, metal cutting types
This Amendment (the “Amendment”) is made and entered into effective as of August 8, 2006, between New Century Companies, Inc., a Delaware corporation (the “Company), and Motivated Minds, LLC., an Arizona limited liability company (“Motivated Minds”). All capitalized terms in this Amendment shall have the same meanings as such terms have in the Registration Rights Agreement, dated as of February 15, 2006, between the foregoing parties (the “Agreement”).
ALLONGE TO SERIES A CONVERTIBLE NOTESeries a Convertible Note • January 23rd, 2007 • New Century Companies Inc • Machine tools, metal cutting types
This Allonge (the “Allonge”), dated August 8, 2006, attached to and forming a part of the Series A Convertible Note, dated February 15, 2006 (collectively, the “Note”), made by NEW CENTURY COMPANIES, INC., a Delaware corporation (the “Company”), payable to the order of MOTIVATED MINDS, LLC, an Arizona limited liability company (the “Holder”), in the original principal amount of $300,000.
January 26, 2006Letter Agreement • May 31st, 2007 • New Century Companies Inc • Machine tools, metal cutting types • California
This letter agreement (the “Agreement”) confirms that New Century Companies, Inc. (“Client”) has engaged Ascendiant Securities, LLC (“Ascendiant”) to act on a best efforts basis as financial advisor and non-exclusive placement agent for the Client in connection with the stmcturing, issuance, and sale (the “Transaction(s)”) of debt and/or equity securities (the “Securities”) for financing purposes. Ascendiant Securities, LLC is an investment banking firm registered as a broker-dealer with the U.S. Securities and Exchange Commission (SEC), and member of the NASD and SIPC.
