0001161697-06-001167 Sample Contracts

MANAGING DEALER WARRANT AGREEMENT
Managing Dealer Warrant Agreement • December 6th, 2006 • Spare Backup, Inc. • Real estate • California

THIS MANAGING DEALER WARRANT AGREEMENT (the “Agreement”), dated as of June 21, 2006, is made and entered into by and between NEWPORT INTERNATIONAL GROUP, INC., a Delaware corporation (the “Company”), and BROOKSTREET SECURITIES CORPORATION, a California corporation (“Brookstreet” or the “Warrantholder”).

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STANDARD SERVICES AGREEMENT Agreement # ________________
Standard Services Agreement • December 6th, 2006 • Spare Backup, Inc. • Real estate • California

This Standard Services Agreement (“Agreement”) is entered into as of the first day of June, 2006 (“Effective Date”) by and between Spare Backup, Inc. a California corporation (“Supplier”) and HEWLETT-PACKARD COMPANY, a Delaware corporation (“HP”).

NEWPORT INTERNATIONAL GROUP, INC. FORM OF INVESTORS’ RIGHTS AGREEMENT
Investors’ Rights Agreement • December 6th, 2006 • Spare Backup, Inc. • Real estate • California

THIS INVESTORS’ RIGHTS AGREEMENT (the “Agreement”) is dated and effective as of this _____ day of _____, 2006 (the “Effective Date”) by NEWPORT INTERNATIONAL GROUP, INC., a Delaware corporation, (the “Company”) and the purchasers listed on Exhibit A attached hereto (as such Exhibit may be amended from time to time, each, an “Investor” and collectively, the “Investors”) of units of the Company’s securities (the “Units”), each Unit consisting of five shares of the Company’s Common Stock (the “Shares”) and two two-year warrants (the “Investor Warrants”), each to purchase one share of the Company’s Common Stock (the “Warrant Shares”), at a purchase price per Unit of $2.25.

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