0000921895-08-002279 Sample Contracts

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 27th, 2008 • Newcastle Partners L P • Services-management consulting services • New York

THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of __________, 2008, by and between New Century Equity Holdings Corp., a Delaware corporation (the “Company”), and Newcastle Partners, L.P., a Texas limited partnership (the “Investor”).

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PURCHASE AGREEMENT
Purchase Agreement • August 27th, 2008 • Newcastle Partners L P • 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”).

MUTUAL SUPPORT AGREEMENT
Mutual Support Agreement • August 27th, 2008 • Newcastle Partners L P • Services-management consulting services • Delaware

This MUTUAL SUPPORT AGREEMENT (the “Agreement”), dated as of August 25, 2008 (the “Effective Date”) is entered into by and among Newcastle Partners, L.P. (“Newcastle”), Dieter Esch (“Esch”), Lorex Investments AG (“Lorex”), Brad Krassner (“Krassner”) and the Krassner Family Investments, L.P. (“Krassner L.P.”) (each of Esch, Lorex, Krassner and the Krassner L.P., a “Selling Party” and, collectively, the “Selling Parties”).

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