0001144204-07-029460 Sample Contracts

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
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”).

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January 26, 2006
Financial Advisory 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.

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