PURCHASE AGREEMENTPurchase Agreement • August 26th, 2008 • New Century Equity Holdings Corp • Services-management consulting services • Delaware
THIS PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 25th day of August, 2008, by and between New Century Equity Holdings Corp., a Delaware corporation (the “Company”), and Newcastle Partners, L.P., a Texas limited partnership (the “Purchaser”).
AGREEMENT BY AND AMONG NEW CENTURY EQUITY HOLDINGS CORP., WILHELMINA ACQUISITION CORP., WILHELMINA INTERNATIONAL, LTD., THE OTHER WILHELMINA TRANSFERRED COMPANIES (AS DEFINED HEREIN) AND THE SELLERS SET FORTH ON SCHEDULE A HERETO Dated: August 25, 2008Merger Agreement • August 26th, 2008 • New Century Equity Holdings Corp • Services-management consulting services • New York
THIS AGREEMENT (the “Agreement”) is made as of August 25, 2008, by and among (i) New Century Equity Holdings Corp., a Delaware corporation (“Purchaser”), (ii) Wilhelmina Acquisition Corp., a New York corporation and wholly owned subsidiary of the Purchaser (the “Merger Sub”) (iii) Wilhelmina International, Ltd., a New York corporation (the “Company”), (iv) Wilhelmina – Miami, Inc. a Florida corporation (“Wilhelmina Miami”), (v) Wilhelmina Artist Management LLC, a New York limited liability company (“WAM”), Wilhelmina Licensing LLC, a Delaware limited liability company (“Wilhelmina Licensing”), and Wilhelmina Film & TV Productions LLC, a New York limited liability company (“Wilhelmina TV”) (WAM, Wilhelmina Licensing and Wilhelmina TV collectively, the “LLCs” and together with the Company and Wilhelmina Miami, the “Wilhelmina Transferred Companies”), (vi) Dieter Esch (“Esch”), Lorex Investments AG, a Swiss corporation (“Lorex”), Brad Krassner (“Krassner”), Krassner Family Investments, L.
