NEW CENTURY COMPANIES, INC.
0000 Xxxxx Xx Xxxxxxx Xxxx
Xxxxx Xx Xxxxxxx, XX 00000
February 28, 2006
CAMOFI Master LDC
c/o Centrecourt Asset Management LLC
000 Xxxxxxx Xxx., 0xx Xxxxx
Xxx Xxxx, XX 00000
Re: New Century Companies, Inc. (the "Company")
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Dear Gentlemen:
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.
In consideration of the foregoing, the undersigned hereby agrees that the
undersigned will not, (and will cause any immediate family member of (i) the
undersigned or (ii) the undersigned's spouse, living in the undersigned's
household not to), without the prior written consent of the Lender (which
consent may be withheld in their sole discretion), directly or indirectly, sell,
offer, contract or grant any option to sell (including without limitation any
short sale), pledge, transfer, establish an open "put equivalent position"
within the meaning of Rule 16a-1(h) under the Securities Exchange Act of 1934,
as amended, or otherwise dispose of any shares of Common Stock, options or
warrants to acquire shares of Common Stock, or securities exchangeable or
exercisable for or convertible into shares of Common Stock currently or
hereafter owned either of record or beneficially (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended) by the undersigned (or such
spouse or family member), or publicly announce an intention to do any of the
foregoing, for a period of 12 months from the effective date of the registration
statement covering shares of Common Stock which may be acquired by the Lenders
in connection with the Transaction. The foregoing sentence shall not apply to
the transfer of any or all shares of Common Stock owned by the undersigned,
either during his or her lifetime or on death, by gift, will or intestate
succession to the immediate family of the undersigned or to a trust the
beneficiaries of which are exclusively the undersigned and/or a member or
members of his or her immediate family; provided, however, that in any such case
it shall be a condition to such transfer that the transferee executes and
delivers to the Lender an agreement stating that the transferee is receiving and
holding the Common Stock subject to the provisions of this letter agreement, and
there shall be no further transfer of such Common Stock except in accordance
with this letter agreement. The undersigned also agrees and consents to the
entry of stop transfer instructions with the Company's transfer agent and
registrar against the transfer of shares of Common Stock or securities
convertible into or exchangeable or exercisable for Common Stock held by the
undersigned except in compliance with the foregoing restrictions. For purposes
of this paragraph, the term "immediate family" shall have the same meaning as
set forth in Rule 16a-1(e) promulgated under the Securities Exchange Act of
1934, as amended.
The undersigned waives any registration rights relating to registration
under the Securities Act of 1933, as amended, of any Common Stock owned either
of record or beneficially by the undersigned.
This letter agreement is irrevocable and will be binding on the
undersigned and the respective successors, heirs, personal representatives and
assigns of the undersigned.
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Printed Name of Holder
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Signature
