sc13da304670013_08252008.htm

0000921895-08-002279.txt : 20080827 0000921895-08-002279.hdr.sgml : 20080827 20080827140220 ACCESSION NUMBER: 0000921895-08-002279 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20080827 DATE AS OF CHANGE: 20080827 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW CENTURY EQUITY HOLDINGS CORP CENTRAL INDEX KEY: 0001013706 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 742781950 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49151 FILM NUMBER: 081041532 BUSINESS ADDRESS: STREET 1: 10101 REUNION PLACE, SUITE 970 CITY: SAN ANTONIO STATE: TX ZIP: 78216 BUSINESS PHONE: 2103020444 MAIL ADDRESS: STREET 1: 7411 JOHN SMITH DRIVE STREET 2: STE 200 CITY: SAN ANTONIO STATE: TX ZIP: 78229 FORMER COMPANY: FORMER CONFORMED NAME: BILLING CONCEPTS CORP DATE OF NAME CHANGE: 19980814 FORMER COMPANY: FORMER CONFORMED NAME: BILLING INFORMATION CONCEPTS CORP DATE OF NAME CHANGE: 19960722 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NEWCASTLE PARTNERS L P CENTRAL INDEX KEY: 0000932334 IRS NUMBER: 752574953 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1400 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-661-7474 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1400 CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 sc13da304670013_08252008.htm sc13da304670013_08252008.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)1

New Century Equity Holdings Corp.

(Name of Issuer)

Common Stock, $0.01 Par Value

(Title of Class of Securities)

64353J107

(CUSIP Number)

John P. Murray

Newcastle Capital Management, L.P.

200 Crescent Court, Suite 1400

Dallas, Texas 75201

(214) 661-7474

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

August 25, 2008

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 64353J107

1	NAME OF REPORTING PERSON NEWCASTLE PARTNERS, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 19,380,768
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 19,380,768
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,380,768
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 64353J107

1	NAME OF REPORTING PERSON NEWCASTLE CAPITAL MANAGEMENT, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 19,380,768
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 19,380,768
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,380,768
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 64353J107

1	NAME OF REPORTING PERSON NEWCASTLE CAPITAL GROUP, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 19,380,768
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 19,380,768
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,380,768
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.0%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 64353J107

1	NAME OF REPORTING PERSON MARK E. SCHWARZ
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 19,480,768
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 19,480,768
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 19,480,768
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 36.1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 64353J107

1	NAME OF REPORTING PERSON JOHN P. MURRAY
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 50,000
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 50,000
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 50,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 64353J107

The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned. This Amendment No. 3 is jointly filed by Newcastle Partners, L.P., a Texas limited partnership (“NP”), Newcastle Capital Management, L.P., a Texas limited partnership, Newcastle Capital Group, L.L.C., a Texas limited liability company, Mark E. Schwarz and John P. Murray relating to shares of common stock (the “Common Stock”) of New Century Equity Holdings Corp., a Delaware corporation (the “Issuer”). This Amendment No. 3 amends the Schedule 13D as specifically set forth.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to add the following:

Subject to and conditioned upon the closing of the Acquisition Agreement (as defined below), NP will acquire up to an additional $5,000,000 in shares of Common Stock pursuant to the Equity Financing Agreement (as defined below), as discussed in further detail in Item 4. NP expects that such shares of Common Stock will be acquired with the working capital of NP.

Item 4. Purpose of Transaction.

Item 4 is hereby amended to add the following:

On August 25, 2008, in connection with the Issuer’s execution of an agreement (the “Acquisition Agreement”) to acquire Wilhelmina International, Ltd. and its affiliated companies (collectively, the “Wilhelmina Companies”), NP entered into a purchase agreement with the Issuer (the “Equity Financing Agreement”) for the purpose of providing financing to the Issuer to complete the transactions contemplated by the Acquisition Agreement. The Acquisition Agreement is subject to the approval of the Issuer’s shareholders. Pursuant to the Equity Financing Agreement, subject to and conditioned upon the closing of the Acquisition Agreement, NP will acquire $3,000,000 of shares of Common Stock at approximately (but slightly higher than) the per share price applicable to the Common Stock issuable under the Acquisition Agreement (approximately $0.25 per share, subject to adjustment). In addition, under the Equity Financing Agreement, NP committed to purchase, at the Issuer’s election at any time or times prior to six months following the closing of the Acquisition Agreement, up to an additional $2 million of Common Stock on the same terms. The Equity Financing Agreement is subject to certain other conditions, including the parties’ entry into a registration rights agreement upon the closing of the Acquisition Agreement, pursuant to which NP will be granted certain demand and piggyback registration rights with respect to the Common Stock it holds, including the Common Stock issuable under the Equity Financing Agreement. Such registration rights agreement will be substantially in the form of the form of registration rights agreement (the “Form of Registration Rights Agreement”) attached as Exhibit A to the Equity Financing Agreement.

The foregoing descriptions of the Equity Financing Agreement and the Form of Registration Rights Agreement are not complete and are qualified in their entirety by reference to the full text of the Equity Financing Agreement and Form of Registration Rights Agreement, copies of which are filed as exhibits hereto and are incorporated herein by reference.

CUSIP NO. 64353J107

In connection with the execution of the Acquisition Agreement, NP also entered into a mutual support agreement (the “Mutual Support Agreement”) with the principal owners of the Wilhelmina Companies and their affiliates, Dieter Esch (“Esch”), Lorex Investments AG (“Lorex”), Brad Krassner (“Krassner”) and Krassner Family Investments, L.P. (“Krassner L.P.” and together with Esch, Lorex and Krassner, the “Control Sellers”). Pursuant to the Mutual Support Agreement, NP agreed to vote its shares of Common Stock in favor of the Acquisition Agreement and certain amendments to the Issuer’s certificate of incorporation designed to, among other things, facilitate the closing of the transactions under the Acquisition Agreement (the “Charter Amendments”) at the meeting of the Issuer’s shareholders to be held for the purpose of approving the Acquisition Agreement and related transactions. The Charter Amendments include, but are not limited to (i) an increase in the number of shares of Common Stock authorized, (ii) the declassification of the Issuer’s Board of Directors (the “Board”) and (iii) a change in the corporate name of the Issuer (new name expected to be “Wilhelmina International, Inc.”). NP also irrevocably (until the closing of the Acquisition Agreement) granted to, and appointed, Derek Fromm (agent for the Control Sellers) and any designee of the Control Sellers, as NP’s attorney, agent and proxy, with full power of substitution, with respect to all of NP’s Common Stock to vote and otherwise act (i) in favor of the Charter Amendments and (ii) against any action or agreement that could reasonably be expected to result in a material breach of the Issuer under the Acquisition Agreement or any other material binding agreement entered into in connection therewith.

Pursuant to the Mutual Support Agreement, the parties agreed, effective upon the closing of the Acquisition Agreement, (i) to use their commercially reasonable efforts to cause their representatives serving on the Issuer’s Board to vote to nominate and recommend the election of individuals designated by such parties (three designees of NP, one designee of Esch and one designee of Krassner (collectively, the “Designees”)) and, in the event the Board will appoint directors without shareholder approval, to use their commercially reasonable efforts to cause their representatives on the Board to appoint the Designees to the Board, (ii) to vote their shares of Common Stock to elect the Designees at any meeting of the Issuer’s shareholders or pursuant to any action by written consent in lieu of a meeting pursuant to which directors are to be elected to the Board, and (iii) not to propose, and to vote their Common Stock against, any amendment to the Issuer’s certificate of incorporation or by-laws, or the adoption of any other corporate measure, that frustrates or circumvents the provisions of the Mutual Support Agreement with respect to the election of the Designees. The parties also agreed, effective upon the closing of the Acquisition Agreement, that for a period of three years thereafter the parties will use their commercially reasonable efforts to cause their representatives on the Board to vote to maintain the size of the Board at no more than nine persons, unless otherwise agreed to by the Designees.

Additionally, pursuant to the Mutual Support Agreement, NP agreed that, prior to the closing of the Acquisition Agreement, it will not sell, sell short, transfer, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, pledge, encumbrance, assignment or other disposition of its holdings of Common Stock or any interest contained therein other than pursuant to the Acquisition Agreement, unless the person to which such shares are to be transferred agrees to be bound by the Mutual Support Agreement. NP also agreed that if, following the closing of the Acquisition Agreement and until the effectiveness of the first registration statement covering shares of Common Stock issued under the Acquisition Agreement to the Control Sellers and Sean Patterson, another seller under the Acquisition Agreement, NP or any of its affiliates desires to transfer its shares of Common Stock to a third party in a transaction or series of related transactions involving the transfer of Common Stock owned by NP or its affiliates representing in the aggregate at least 20% of the shares of Common Stock held by NP at such time, each of the Control Sellers will have the right to participate in the proposed transfer up to a pro rata portion of its shares of Common Stock.

CUSIP NO. 64353J107

The obligations of the parties under the Mutual Support Agreement terminate upon the earlier of (i) the written agreement of all of the parties, (ii) the termination of the Acquisition Agreement or (iii) the date on which two of the three groups of parties to the Mutual Support Agreement (Esch and his affiliates as one group, Krassner and his affiliates as another group and NP as another group) each owns less than 5% of the Common Stock outstanding.

The foregoing description of the Mutual Support Agreement is not complete and is qualified in its entirety by reference to the full text of the Mutual Support Agreement, a copy of which is filed as an exhibit hereto and is incorporated herein by reference.

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On August 25, 2008, NP entered into the Equity Financing Agreement and Mutual Support Agreement as discussed in further detail in Item 4.

Item 7. Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1

Purchase Agreement dated August 25, 2008 by and between New Century Equity Holdings Corp. and Newcastle Partners, L.P.

99.2

Form of Registration Rights Agreement by and between New Century Equity Holdings Corp. and Newcastle Partners, L.P.

99.3

Mutual Support Agreement dated August 25, 2008 by and among Newcastle Partners, L.P., Dieter Esch, Lorex Investments AG, Brad Krassner and Krassner Family Investments, L.P.

CUSIP NO. 64353J107

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: August 27, 2008	NEWCASTLE PARTNERS, L.P.

	By:	Newcastle Capital Management, L.P., its General Partner

	By:	Newcastle Capital Group, L.L.C., its General Partner


	By:	/s/ Mark E. Schwarz
		Mark E. Schwarz, Managing Member

	NEWCASTLE CAPITAL MANAGEMENT, L.P.

	By:	Newcastle Capital Group, L.L.C., its General Partner


	By:	/s/ Mark E. Schwarz
		Mark E. Schwarz, Managing Member

	NEWCASTLE CAPITAL GROUP, L.L.C.


	By:	/s/ Mark E. Schwarz
		Mark E. Schwarz, Managing Member


	/s/ Mark E. Schwarz
	MARK E. SCHWARZ


	/s/ John P. Murray
	JOHN P. MURRAY

EX-99.1 2 ex991to13da304670013_082508.htm ex991to13da304670013_082508.htm

Exhibit 99.1

PURCHASE AGREEMENT

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”).

R E C I T A L S :

WHEREAS, concurrently herewith, the Company is entering into an acquisition transaction to purchase Wilhelmina International, Inc. and its affiliated companies (collectively, the “Wilhelmina Companies”) pursuant to an Agreement dated the date hereof between the Company, the Wilhelmina Companies and the equityholders (the “Sellers”) of the Wilhelmina Companies (such agreement, the “Wilhelmina Agreement”); and

WHEREAS, the Company will require additional financing (the “Additional Financing”) to complete the transactions contemplated by the Wilhelmina Agreement under its terms; and

WHEREAS, in connection with entering into the Wilhelmina Agreement, the Sellers have (i) expressed the desire for certainty with respect to completion of the transactions contemplated by the Wilhelmina Agreement and (ii) opposed the inclusion of a financing contingency in the Wilhelmina Agreement in favor of the Company; and

WHEREAS, in these circumstances, in order to facilitate a successful closing under the Wilhelmina Agreement, the Company has also sought to secure prior to execution of the Wilhelmina Agreement the Additional Financing; and

WHEREAS, the Purchaser desires to (i) purchase $3,000,000 of shares of common stock, $.01 par value, of the Company (“Common Stock”) at the Closing (as defined below) and (ii) commit to provide an additional $2,000,000 in equity financing for a period of six (6) months following the Closing, in each case at a per share price equal to NCEH Book Value Per Share (for purposes of this Agreement, NCEH Book Value Per Share shall have the same meaning as defined in the Wilhelmina Agreement, provided that clause (b) of the definition set forth in the Wilhelmina Agreement shall be excluded); and

WHEREAS, an independent committee of the Board of Directors of the Company has been formed to review, negotiate and approve the terms of such Additional Financing pursuant to this Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree as follows:

SECTION 1. AGREEMENT TO SELL AND PURCHASE; COMMITMENT

1.1 Sale and Purchase. Subject to the terms and conditions hereof, at the Closing, the Company hereby agrees to issue and sell to the Purchaser, and the Purchaser agrees to purchase from the Company, a number of shares of Common Stock equal to (x) $3,000,000 divided by (y) NCEH Book Value Per Share (the “Shares”) for an aggregate purchase price of $3,000,000 (the “Purchase Price”).

1.2 Commitment. In addition, subject to the terms and conditions hereof, the Purchaser commits to purchase, at the Company’s election from time to time and at any time at or following the Closing, up to an aggregate of $2,000,000 (the “Commitment Amount”) in shares of Common Stock at a price per share equal to NCEH Book Value Per Share (any such shares purchased and sold, “Additional Shares”); provided that Purchaser shall have no obligation to purchase any shares of Common Stock (whether or not any Additional Shares were previously purchased and sold) on or following the date that is six (6) months following the Closing (the “Commitment End Date”). The period between Closing and the Commitment End Date is referred to as the “Commitment Period.”

1.3 Rights. Any issuance by the Company of shares of Common Stock to the Purchaser under this Agreement shall also include the associated share purchase rights issued under the Rights Agreement dated as of July 10, 2006 between the Company and The Bank of New York Trust Company (the “Rights”), on a one-for-one basis.

SECTION 2. CLOSING, DELIVERY AND PAYMENT

2.1 Closing of the Shares Purchase. The closing of the purchase and sale of the Shares hereunder (the “Closing”) shall take place substantially concurrently with the closing of the transactions under the Wilhelmina Agreement, or at such other time or place as the Company and the Purchaser may mutually agree (the date of the Closing, the “Closing Date”). At the Closing, subject to the terms and conditions hereof, the Company will issue, sell and deliver to the Purchaser the Shares, against payment of the Purchase Price by certified check or wire transfer of immediately available funds. At that time, the Company and the Purchaser shall also execute and deliver the registration rights agreement substantially in the form of Exhibit A to this Agreement (the “Registration Rights Agreement”).

2.2 Additional Closings. The closing of each purchase and sale of Additional Shares, if any, pursuant to the Purchaser’s commitment under Section 1.2 (each an “Additional Closing”) shall take place no later than five Business Days (as defined below) following the Company’s delivery of written notice to Purchaser specifying the number of Additional Shares the Company elects to sell to Purchaser (not to exceed an aggregate of $2,000,000 in shares at the per share price of NCEH Book Value Per Share with respect to all such Additional Closings). At each Additional Closing, subject to the terms and conditions hereof, the Company will issue, sell and deliver to the Purchaser the applicable number of Additional Shares, against payment of the purchase price by certified check or wire transfer of immediately available funds. The date of each Additional Closing shall be a Business Day. In this Agreement, a “Business Day” is any Monday through Friday other than a day on which banks in the State of Texas are authorized to be closed.

SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the Purchaser, as follows:

-2-

3.1 Organization, Good Standing and Qualification. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. The Company’s only active subsidiaries are the subsidiaries listed on Schedule 3.1 (the “Subsidiaries”). Except as indicated on Schedule 3.1, each Subsidiary is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Each of the Company and the Subsidiaries has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently conducted. The Company has all requisite corporate power and authority to execute and deliver this Agreement and, when executed, the Registration Rights Agreement (together with this Agreement and any other document or agreement executed by parties hereto in connection with any purchase and sale of Additional Shares hereunder, the “Transaction Documents”), to issue and sell the Shares and Additional Shares (if any) and to carry out the provisions of the Transaction Documents. Each of the Company and the Subsidiaries is duly qualified and authorized to do business, or registered as a foreign corporation, and is in good standing in each jurisdiction in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which failure to be so qualified or registered would not have a material adverse effect on the Company and the Subsidiaries or their business, taken as a whole.

3.2 Capitalization. The Company is authorized to issue 75,000,000 shares of Common Stock, of which 53,883,872 shares are issued and outstanding as of the date hereof, and 10,000,000 shares of preferred stock. Except as set forth on Schedule 3.2 or in the Company’s current, quarterly, annual and other periodic filings (the “SEC Reports”) with the U.S. Securities and Exchange Commission (the “Commission”), there are no outstanding options, warrants or other rights to acquire any of the Company’s capital stock, or securities convertible, exercisable or exchangeable for the Company’s capital stock or for securities themselves convertible, exercisable or exchangeable for the Company’s capital stock (together, “Convertible Securities”). Except as set forth on Schedule 3.2 or in the SEC Reports or pursuant to this Agreement or the Wilhelmina Agreement, the Company has no agreement or commitment to sell or issue any shares of capital stock or Convertible Securities. All issued and outstanding shares of Common Stock (i) have been duly authorized and validly issued, (ii) are fully paid and nonassessable, (iii) are free from any preemptive and cumulative voting rights and (iv) were issued pursuant to an effective registration statement filed with the Commission and applicable state securities authorities or pursuant to valid exemptions under federal and state securities laws. Except as set forth on Schedule 3.2 or in the SEC Reports, there are no outstanding rights of first refusal or proxy or shareholder agreements of any kind relating to any of the Company’s securities to which the Company is a party or as to which the Company has received written notice. When issued hereunder, the Shares and Additional Shares (if any) will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Shares and Additional Shares (if any) may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.

-3-

3.3 Authorization; Binding Obligations. All corporate action on the part of the Company and its directors (including a special committee of independent directors) necessary for the authorization of the Transaction Documents and the performance of all obligations of the Company hereunder and thereunder at the Closing, including the authorization, sale, issuance and delivery of the Shares and Additional Shares (if any), has been taken, and no further corporate action is required to be taken. The Transaction Documents, when executed and delivered, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (ii) general principles of equity, including those that restrict the availability of equitable remedies, and except that the enforceability of indemnification provisions of the Registration Rights Agreement may be limited by applicable laws and public policy. The issuance and sale of the Shares and Additional Shares (if any) are not and will not be subject to any preemptive rights or rights of first refusal.

3.4 No Conflicts. The execution and delivery of, and the performance of and compliance with the transactions contemplated by, the Transaction Documents, including the issuance and sale of the Shares and Additional Shares (if any), will not, with or without the passage of time or giving of notice or both, conflict with, constitute a violation or default under, or result in the creation of any mortgage, pledge, lien, encumbrance or charge upon any of the properties or assets of the Company or any Subsidiary pursuant to, (i) the Company’s currently effective Certificate of Incorporation or By-Laws, (ii) any provision of any mortgage, indenture, contract, agreement or instrument to which it is party or by which it is bound, (iii) any judgment, decree, order, writ, statute, rule or regulation applicable to the Company or any Subsidiary or any permit, license, authorization or approval applicable to the Company or any Subsidiary, except (in the case of (ii) and (iii)) as would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), or results of operations of the Company and the Subsidiaries, taken as a whole.

3.5 Reporting Status. The Company has filed all documents that the Company was required to file under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), during the 12 months preceding the date of this Agreement. The SEC Reports complied in all material respects with the applicable requirements of the Exchange Act and the applicable rules and regulations promulgated thereunder as of their respective filing dates, and the information contained therein as of the date thereof did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

3.6 No Material Adverse Change. Since March 31, 2008, and except as disclosed in the SEC Reports, there has not been any material adverse change in the business, assets, liabilities, condition (financial or otherwise), or results of operations of the Company.

3.7 Private Offering. Assuming the truth and accuracy of the representations and warranties of the Purchaser contained in Section 4, the offer, sale and issuance of the Shares and Additional Shares (if any) will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and will be exempt from registration and qualification under the registration, permit or qualification requirements of the State of Texas.

3.8 No General Solicitation. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Shares and Additional Shares (if any).

-4-

3.9 Acknowledgment Regarding the Purchaser's Role. The Company acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby, and any advice given by the Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Purchaser’s purchase of the Shares and Additional Shares (if any). The Company further represents to the Purchaser that the Company's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives.

SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser hereby represents and warrants to the Company, and agrees, as follows:

4.1 Investment Representations. The Purchaser understands that neither the offer nor the sale of the Shares or Additional Shares (if any) has been registered under the Securities Act. The Purchaser also understands that the Shares and Additional Shares (if any) are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon the Purchaser’s representations contained in the Agreement. The Purchaser hereby represents and warrants as follows:

(a) Purchaser Bears Economic Risk. The Purchaser has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. The Purchaser must bear the economic risk of its investment in the Shares and Additional Shares (if any) indefinitely unless the Shares or Additional Shares (if any), as the case may be, are subsequently registered pursuant to the Securities Act or an exemption from registration is available. Except as may be contemplated by the Registration Rights Agreement (when executed), the Purchaser has no present intention of selling or otherwise transferring the Shares or Additional Shares (if any) or any interest therein. The Purchaser understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow the Purchaser to transfer all or any portion of the Shares or Additional Shares (if any) under the circumstances, in the amounts or at the times the Purchaser might propose.

(b) Acquisition for Own Account. Except as may be contemplated by the Registration Rights Agreement (when executed), the Purchaser is acquiring the Shares and Additional Shares (if any) for the Purchaser’s own account for investment only, and not with a view towards their public distribution.

(c) Purchaser Can Protect Its Interest. By reason of its, or of its management’s business or financial experience, the Purchaser has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement and the Registration Rights Agreement. Further, the Purchaser is aware of no publication of any advertisement or general solicitation in connection with the transactions contemplated in the Agreement.

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(d) Accredited Investor. The Purchaser is an accredited investor within the meaning of Regulation D under the Securities Act.

(e) Residence. The Purchaser is organized under the laws of the State of Texas and its principal office is located in the State of Texas.

(f) Rule 144. The Purchaser acknowledges and agrees that, when issued, the Shares and Additional Shares (if any) must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser has been advised or is aware of the provisions of Rule 144 promulgated under the Securities Act, which permits limited resale of shares purchased in a private placement subject to the satisfaction of specified conditions.

(g) Access To Information. The Purchaser has had an opportunity to discuss the Company’s business, management and financial affairs with the Company’s management and to review the Company’s facilities. The Purchaser acknowledges that the Company has given the Purchaser access to the corporate records and accounts of the Company, has made its officers and representatives available for interview by the Purchaser and has furnished the Purchaser with all documents and other information requested by the Purchaser to make an informed decision with respect to the purchase of the Shares and Additional Shares (if any).

4.2 Transfer Restrictions. The Purchaser acknowledges and agrees that, when issued, the Shares and Additional Shares (if any) are subject to restrictions on transfer and will bear restrictive legends.

4.3 Organization; Authorization; Binding Obligations. The Purchaser is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Texas. The Purchaser has all requisite limited partnership power and authority to execute and deliver this Agreement, the Registration Rights Agreement and any other Transaction Documents and to carry out its obligations under the provisions of such documents. This Agreement and the Registration Rights Agreement and any other Transaction Documents, when executed and delivered, will be valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, except as limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (ii) general principles of equity, including those that restrict the availability of equitable remedies, and except that the enforceability of the indemnification provisions of the Registration Rights Agreement may be limited by applicable laws and public policy.

SECTION 5. CONDITIONS FOR CLOSING

5.1 Conditions to each party’s obligations with respect to the Shares. The obligation of each party to close the purchase and sale of the Shares as contemplated by this Agreement is subject to satisfaction of the following conditions at or prior to Closing:

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(a) The conditions to the Company’s obligations to close the transactions under the Wilhelmina Agreement shall be satisfied (or waived by the Company, to the extent capable of being waived under law), and the closing of the transactions under the Wilhelmina Agreement shall occur substantially concurrently with the Closing hereunder.

(b) There shall not be any law, regulation or order enacted, entered, promulgated, enforced or issued by any governmental authority or court or other legal restraint preventing, prohibiting or rendering illegal the consummation of the transactions under this Agreement.

(c) There shall not be any legal proceedings or order seeking to restrain or to invalidate the transactions contemplated hereunder, which, if resolved unfavorably, could reasonably be expected to result in a material adverse effect on the Purchaser or the Company (giving effect to the closing of the transactions under the Wilhelmina Agreement).

5.2 Conditions to the Company’s obligations with respect to the Shares. The obligation of the Company to close the sale of the Shares as contemplated by this Agreement is subject to satisfaction of the following conditions at or prior to Closing:

(a) The representations and warranties of the Purchaser contained in Article 4 of this Agreement (disregarding all qualifications and exceptions contained therein regarding materiality or a material adverse effect) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of such date, except for changes contemplated by this Agreement (unless any such representation or warranty is made only as of a specific date, in which event such representation or warranty shall be true and correct only as of such specific date); provided, that this condition shall be deemed to be satisfied unless all such failures of the representations and warranties to be true and correct, would, individually or in the aggregate, reasonably be expected to prevent or materially delay the closing of the transactions under this Agreement.

(b) The Purchaser shall have complied in all material respects with its obligations under this Agreement.

(c) The Purchaser shall have executed and delivered to the Company at the Closing the Registration Rights Agreement and any other Transaction Documents required of the Purchaser to be executed and delivered at the Closing.

5.3 Conditions to Purchaser’s obligations with respect to the Shares. The obligation of Purchaser to close the purchase of the Shares as contemplated by this Agreement is subject to satisfaction of the following conditions at or prior to Closing:

(a) The Company shall have executed and delivered to the Purchaser at the Closing the Registration Rights Agreement and any other Transaction Documents required of the Company to be executed and delivered at the Closing.

(b) The representations and warranties of the Company contained in Article 3 of this Agreement (disregarding all qualifications and exceptions contained therein regarding materiality or a material adverse effect) shall be true and correct as of the date of this Agreement and as of the Closing Date as though made on and as of such date, except for changes contemplated by this Agreement (unless any such representation or warranty is made only as of a specific date, in which event such representation or warranty shall be true and correct only as of such specific date); provided, that this condition shall be deemed to be satisfied unless all such failures of the representations and warranties to be true and correct, would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), or results of operations of the Company and the Subsidiaries, taken as a whole.

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5.4 Conditions to Purchaser’s obligations with respect to Additional Shares. The obligation of the Purchaser to close the sale of any Additional Shares as contemplated by this Agreement is subject to the satisfaction of the following conditions as of the date of each Additional Closing:

(a) The representations and warranties of the Company contained in Article 3 of this Agreement (disregarding all qualifications and exceptions contained therein regarding materiality or a material adverse effect) shall be true and correct as of the date of this Agreement and as of the date of the applicable Additional Closing as though made on and as of such date, except for changes contemplated by this Agreement (unless any such representation or warranty is made only as of a specific date, in which event such representation or warranty shall be true and correct only as of such specific date); provided, that this condition shall be deemed to be satisfied unless all such failures of the representations and warranties to be true and correct would, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, assets, liabilities, condition (financial or otherwise), or results of operations of the Company and the Subsidiaries, taken as a whole.

(b) The Company shall have complied in all material respects with its obligations under this Agreement.

(c) The conditions set forth in Section 5.1(b) and 5.1(c) shall be satisfied as of the date of the applicable Additional Closing.

5.5 Conditions to the Company’s obligations with respect to Additional Shares. The obligation of the Company to close the sale of any Additional Shares as contemplated by this Agreement is subject to satisfaction of the following conditions as of the date of each Additional Closing:

(a) The representations and warranties of the Purchaser contained in Article 4 of this Agreement (disregarding all qualifications and exceptions contained therein regarding materiality or a material adverse effect) shall be true and correct as of the date of this Agreement and as of the date of the applicable Additional Closing as though made on and as of such date, except for changes contemplated by this Agreement (unless any such representation or warranty is made only as of a specific date, in which event such representation or warranty shall be true and correct only as of such specific date); provided, that this condition shall be deemed to be satisfied unless all such failures of the representations and warranties to be true and correct, would, individually or in the aggregate, reasonably be expected to prevent or materially delay the closing of the transactions under this Agreement.

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(b) The Purchaser shall have complied in all material respects with its obligations under this Agreement.

(c) The conditions set forth in Section 5.1(b) and 5.1(c) shall be satisfied as of the date of the applicable Additional Closing.

SECTION 6. COVENANTS

6.1 Use of Proceeds. The Company will use the proceeds from the sale of the Shares to fund the purchase price to acquire the Wilhelmina Companies and the proceeds from the sale of the Additional Shares (if any) for other general corporate purposes.

6.2 No Integrated Offering. None of the Company, the Subsidiaries, their affiliates or any person acting on their behalf will make any offers or sales of any security or solicit any offers to buy any security, under circumstances that would require registration of any of the Shares or Additional Shares (if any) under the Securities Act or cause the offering of the Shares or Additional Shares (if any) to be integrated with other offerings.

6.3 Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

SECTION 7. MISCELLANEOUS

7.1 Governing Law. This Agreement shall be governed by the laws of the State of Delaware, without regard to conflicts of law principles.

7.2 Termination. If the Closing under this Agreement has not occurred, this Agreement shall terminate upon termination of the Wilhelmina Agreement. Notwithstanding anything to the contrary, the commitment set forth in Section 1.2 shall terminate as of the Commitment End Date.

7.3 Survival. The representations and warranties made herein shall survive the Closing for a period of two (2) years following the Closing Date; provided that the representations set forth in Sections 3.1, 3.3 and 4.3 shall survive indefinitely. The covenants and agreements contained herein shall survive in accordance with their terms. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of either party pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by that party hereunder solely as of the date of such certificate or instrument.

7.4 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each person who shall be a holder of the Shares or Additional Shares (if any) from time to time. A party shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party; provided that the Purchaser may assign some or all of its rights hereunder without the consent of the Company to an affiliate of Purchaser.

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7.5 Entire Agreement. The Transaction Documents and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subject matter hereof and thereof, and neither party shall be liable or bound to the other in any manner by any representations, warranties, covenants and agreements, except as specifically set forth herein and therein.

7.6 Severability. The invalidity, illegality or unenforceability of one or more of the provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of this Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be enforceable to the fullest extent permitted by law.

7.7 Amendment and Waiver. This Agreement may be amended or modified, and any provision hereunder may be waived, only upon the written consent of the Company and the Purchaser.

7.8 Notices. All notices, requests, consents and other communications hereunder shall be made in writing and shall be deemed given (i) when made if made by hand delivery, (ii) one business day after being deposited with an overnight courier if made by courier guaranteeing overnight delivery, (iii) on the date indicated on the notice of receipt if made by first-class mail, return receipt requested or (iv) on the date of confirmation of receipt of transmission by facsimile, addressed as follows:

(a) if to the Company, at

New Century Equity Holdings Corp.

200 Crescent Court, Suite 1400

Dallas, Texas 75201

Facsimile: (214) 661-7475

Attention: Chief Financial Officer

with a copy to:

Gardere Wynne Sewell LLP

1601 Elm Street, Suite 3000

Dallas, TX 75201-4761

Facsimile: (214) 999-3683

Attention: Alan J. Perkins, Esq.

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(b) if to the Purchaser, in care of:

Newcastle Partners, L.P.

200 Crescent Court, Suite 1400

Dallas, TX 75201

Facsimile: (214) 661-7475

Attention: Evan D. Stone, Esq.

7.9 Indemnification. Each party (as such, the “Indemnifying Party”) agrees to indemnify and hold the other party (as such, the “Indemnified Party”) harmless against any loss, liability, damage or expense (including reasonable legal fees and costs) that the Indemnified Party may suffer, sustain or become subject to as a result of or in connection with the breach by the Indemnifying Party of any representation, warranty, covenant or agreement of the Indemnifying Party contained in any of the Transaction Documents; provided, however, that no indemnification shall be required hereunder for the gross negligence or willful misconduct of the Indemnified Party or breach by the Indemnified Party of any of its representations and warranties set forth in this Agreement. In case any such third-party action is brought against the Indemnified Party, the Indemnifying Party will be entitled to participate in and assume the defense thereof with counsel reasonably satisfactory to the Indemnified Party, and after notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense thereof, the Indemnifying Party shall not be responsible for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, that if the Indemnified Party shall have reasonably concluded that there may be one or more legal defenses available to the Indemnified Party which conflict in any material respect with those available to the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such action on behalf of the Indemnified Party and the Indemnifying Party shall reimburse the Indemnified Party for that portion of the fees and expenses of one counsel retained by the Indemnified Party.

7.10 Interpretation. The titles of the sections and subsections of the Agreement are for convenience of reference only and are not to be considered in construing this Agreement. In this Agreement, (a) “including” does not denote or imply any limitation, and (b) “person” refers to any individual or any legal entity or organization.

7.11 Counterparts. This Agreement may be delivered via facsimile or other means of electronic communication, and may be executed in counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have hereunto affixed their signatures.

New Century Equity Holdings Corp.		Newcastle Partners, L.P.
		By:	Newcastle Capital Management, L.P. its General Partner

By:	/s/ John Murray	By:	/s/ Mark Schwarz

Its	Chief Financial Officer	Its	Chief Executive Officer

EX-99.2 3 ex992to13da304670013_082508.htm ex992to13da304670013_082508.htm

Exhibit 99.2

FORM OF REGISTRATION RIGHTS AGREEMENT

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”).

R E C I T A L S :

WHEREAS, concurrently with the execution hereof, the Company is consummating a transaction (the “Acquisition”) to acquire Wilhelmina International, Ltd. and certain affiliated companies pursuant to an Agreement dated August 25, 2008, 2008 (the “Acquisition Agreement”); and

WHEREAS, the Company has entered into that certain Purchase Agreement, dated August 25, 2008 (the “Purchase Agreement”), with the Investor pursuant to which the Investor has agreed to purchase from the Company, and the Company has agreed to issue and sell to the Investors, shares of the Company’s common stock, par value $.01 (the “Common Stock”), in order to provide financing in connection with consummating the Acquisition; and

WHEREAS, the Company has agreed to grant certain registration rights with respect to the shares of Common Stock issued to the Investor under the Purchase Agreement (including those shares of Common Stock issued thereunder following the Closing) (the “Shares”); and

NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

ARTICLE 1

DEFINITIONS

Capitalized terms used but not defined herein shall have the respective meanings given to them in the Purchase Agreement.

As used herein, the following terms shall have the following respective meanings:

1.1 “Affiliate” shall have the meaning set forth in Rule 144.

1.2 “Commission” shall mean the U.S. Securities and Exchange Commission or any other successor federal agency at the time administering the Securities Act.

1.3 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

1.4 “Holders” shall mean and include the Investor and any person or entity who holds Registrable Securities of record and is a permitted transferee hereunder.

1.5 “Priority Securities” shall mean (1) the Registrable Securities and (2) the shares of Common Stock or other securities subject to contractual demand registration rights held by persons or entities who have been granted such rights pursuant to the Wilhelmina Registration Rights Agreement.

1.6 “Register,” “registered” and “registration” refer to a registration effected by preparing and filing with the Commission a registration statement in compliance with the Securities Act, and the declaration or ordering by the Commission of the effectiveness of such registration statement.

1.7 “Registrable Securities” means any and all shares of Common Stock (i) held by Investor (including the Shares and any other shares of Common Stock previously held by Investor or subsequently purchased by it) and (ii) issued or issuable with respect to the Common Stock referred to in clause (i) above upon any stock split, stock dividend, recapitalization, reclassification, exchange, merger or other similar event. The term “Registrable Securities” shall exclude in all cases, however, such shares of Common Stock (i) following their sale by a Holder to the public pursuant to a registered offering or pursuant to Rule 144 or (ii) sold in a private transaction in which the Holder’s registration rights under this Agreement are not assigned.

1.8 “Registration Expenses” shall mean all reasonable and customary expenses incurred by the Company in complying with Articles 2, 3 and 5 hereof, including, without limitation, all registration, qualification and Commission, National Association of Securities Dealers, Inc., stock exchange and other filing fees, printing expenses, duplication expenses relating to copies of any registration statement or prospectus delivered to any Holders, escrow fees, fees and disbursements of legal counsel for the Company, fees and disbursements of the Company’s accountants and blue sky fees and expenses. The Registration Expenses shall not include the Selling Expenses.

1.9 “Rule 144” shall mean Rule 144 under the Securities Act or any other successor rule or regulation then in effect.

1.10 “Securities Act” shall mean the Securities Act of 1933, as amended, or any successor federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time.

1.11 “Selling Expenses” shall mean all underwriting fees, selling broker or dealer manager fees, discounts and selling commissions applicable to the Registrable Securities registered on behalf of the Holders and the fees and expenses of any special counsel engaged by the Holders.

1.12 “Wilhelmina Registration Rights Agreement” shall mean that certain Registration Rights Agreement executed and delivered by the Company pursuant to the Acquisition Agreement.

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ARTICLE 2

REQUIRED REGISTRATION

2.1 Request for Registration.

(a) At any time following the one year anniversary of the date hereof, the Investor may make a written request to the Company to file a registration statement under the Securities Act covering all or part of the Registrable Securities. As soon as reasonably practicable following its receipt of such written request (the “Demand Registration Filing Date”), the Company will prepare and file with the Commission a registration statement under the Securities Act covering all of the Registrable Securities requested to be included therein, and the Company will use its commercially reasonable efforts to obtain the effectiveness of such registration as soon as practicable as would permit or facilitate the resale and distribution of all securities requested to be registered.

(b) Notwithstanding the foregoing, the Company shall not be required to file a registration statement pursuant to Section 2.1(a) under any of the following circumstances:

(i) within 90 days after the effective date of a registration statement filed in connection with an underwritten public offering of securities of the Company;

(ii) the Company promptly delivers written notice (“Delay Notice”) to Holder that it:

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(1) has determined (whether before or within 30 days after receiving any request pursuant to Section 2.1(a)) to file a registration statement for an underwritten public offering of securities as to which the Company expects to receive net proceeds of at least $12,500,000 (after deducting all costs, discounts, commissions, and other expenses of the offering), or (2) has initiated bona fide discussions with underwriters in preparation for a public offering of its securities as to which it expects to receive net proceeds of at least $12,500,000 (after deducting all costs discounts, commissions, and other expenses of the offering) and its underwriters reasonably believe (as evidenced by a letter to the Company) that such public offering would be materially adversely affected by a registration pursuant to Section 2.1(a); provided, however, that the Company may postpone the filing of a registration statement pursuant to this clause (iii) no longer than (X) 120 days after the effective date of the registration statement to be filed by the Company as stated in the Delay Notice, if such registration statement is filed within 45 days after the date of delivery of the Delay Notice and becomes effective within 90 days after the date of delivery of the Delay Notice, (Y) 90 days after the date of delivery of the Delay Notice, if such registration statement is filed within 45 days after the date of delivery of the Delay Notice but does not become effective within such 90-day period, or (Z) 45 days after the date of delivery of the Delay Notice if such registration statement is not filed within 45 days after the date of delivery of the Delay Notice; and provided further, that the Company may exercise the rights in this clause (1) no more than once in any 24-month period; or

(2) is in possession of material information that it reasonably deems advisable not to disclose in a registration statement; provided, however, that the Company may postpone the filing of a registration statement in connection with a registration pursuant to Section 2.1(a) under this clause (2) for so long as such information continues to be material and non-public, but in no event longer than 90 days after the request for such registration or for more than an aggregate of 90 days during any 24-month period;

(iii) the Company promptly delivers written notice (“Prior Registration Notice”) to the Investor that the Company has filed and is using reasonable efforts to have declared effective, or at the time of receipt of the request for a registration pursuant to Section 2.1(a) is required to file, a registration statement pursuant to demand registration rights granted to any person or entity; provided, however that the Company may postpone the filing of a registration statement pursuant to Section 2.1(a) for a period of no longer than (1) 120 days after the effective date of such other registration statement if such other registration statement was filed before the date of delivery of the Prior Registration Notice or within 45 days thereafter and in either case becomes effective within 90 days after the date of delivery of the Prior Registration Notice; (2) 90 days after the date of delivery of the Prior Registration Notice, if such other registration statement was filed before the date of delivery of the Prior Registration Notice or within 45 days thereafter but, in either case, does not become effective within such 90-day period; or (3) 45 days after the date of delivery of the Prior Registration Notice, if such other registration statement was not filed before the date of delivery of the Prior Registration Notice and is not filed within 45 days thereafter;

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(iv) the Chief Executive Officer of the Company prior to the Demand Registration Filing Date stating that, in the good faith judgment of the Board of Directors of the Company, (1) it would be seriously detrimental to the Company and its stockholders for such registration statement to be filed by reason of a material pending transaction (other than any financing (whether a primary or resale distribution) contemplated by (i), (ii) or (iii) above) or (2) the filing of such registration statement would require the disclosure of material information which the Company has a bona fide business purpose for preserving as confidential, then the Company shall have the right to defer such filing for a period of not more than 90 days after the Demand Registration Filing Date; or

(v) the Registrable Securities are expected to have an aggregate disposition price (before deductions for underwriting discounts and commissions) of at least $12,500,000.

(c) Any registration statement filed pursuant to Section 2.1(a) shall contain (unless the Investor otherwise directs) substantially the “Plan of Distribution” attached hereto as Annex A. A registration shall be deemed to have been effected (and the demand right therefore exercised pursuant to Section 2.1(a)) if the applicable registration has become effective, unless it results in a (A) Limited Registration (as defined in Section 2.3(d)) or (B) a Failed Registration (as defined in Section 2.1(d)). Subject to the foregoing, the Investor may revoke any registration request made pursuant to Section 2.1(a) and/or withdraw securities from an applicable registration.

(d) The Company shall be obligated to effect only one registration pursuant to this Section 2.1, subject to the provisions of Section 2.2. If any registration is commenced pursuant to this Section 2.1 and a sale of the Registrable Shares thereunder is not consummated for any reason whatsoever (a “Failed Registration”), such Failed Registration shall not be deemed to constitute a registration under this Section 2.1 and the Investor shall retain its rights pursuant to this Section 2.1. Any expenses in connection with a Failed Registration shall be paid in accordance with Article 4 hereof.

2.2 Shelf Registration. At any time from and after the date hereof and from time to time, the Investor may make a written request to the Company to prepare and file with the Commission a shelf registration statement under the Securities Act covering all of the Registrable Securities then outstanding on a delayed or continuous basis pursuant to Section 415 of the Securities Act (a “Shelf Registration”). The Company will use its commercially reasonable efforts to prepare and file with the Commission, no later than 45 days following its receipt of such written request (the “Shelf Registration Filing Date”), a registration statement under the Securities Act covering all of the Registrable Securities requested to be included therein and the Company will use its reasonable best efforts to obtain the effectiveness of such registration as soon as practicable as would permit or facilitate the original issuance or subsequent resale and distribution of all securities requested to be registered hereunder. Notwithstanding the foregoing, however, the Company may defer the filing of such registration statement pursuant to and in accordance with the provisions of Section 2(i)(b). Such registration statement shall contain (unless the Holders otherwise direct) substantially the “Plan of Distribution” attached hereto as Annex A. Notwithstanding anything to the contrary, in the case of any shelf registration pursuant to this Section 2.2, the Company shall use its reasonable best efforts to keep the relevant registration statement effective until the earlier of (i) a period of two years or (ii) the date as of which all the securities requested to be registered (including whether or not subsequently transferable under Rule 144) under the shelf registration statement have been disposed of in a manner described therein; provided further that the Company shall be obligated to re-file a Shelf Registration at the request of Investor if such registration expires and not all securities requested to be registered thereunder have been disposed of. Notwithstanding anything to the contrary, in the event that the Company is not eligible to effect a Shelf Registration, (a) this Section 2.2 shall not apply and (b) the Investor shall have the right on two (as opposed to one) occasions to make a request for the Company to file a registration statement pursuant to Section 2.1; provided that the Company shall not be obligated to effect more than one such demand registration pursuant to Section 2.1 in any 12 consecutive calendar months.

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2.3 Underwriting.

(a) The distribution of the Registrable Securities covered by a registration statement referred to in Section 2.1 shall be effected by means of the method of distribution reasonably selected by the stockholder participants holding a majority in interest of the Priority Securities that have been properly elected to be included in the relevant registration (the “Majority in Interest”). Subject to the foregoing, the Majority in Interest may also change the resale distribution method from time to time (subject to amendment of the registration statement at the expense of the relevant stockholder participants as required to describe such changes).

(b) Any resale distribution of securities (including Registrable Securities) covered by a registration statement filed pursuant to Section 2.2 above shall be effected by means of the method of distribution and timing reasonably selected by the Holders.

(c) If a distribution is effected by means of an underwriting, the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with a managing underwriter of regional or national recognized standing selected for such underwriting by a Majority in Interest (in the case of a registration pursuant to Section 2.1) or by the Holders (in the case of a registration pursuant to Section 2.2), and in each case approved by the Company (such consent not to be unreasonably withheld).

(d) Notwithstanding any other provision of this Article 2, with respect to a distribution of securities covered by a registration statement filed pursuant to either Section 2.1 or Section 2.2, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the Company shall so advise all Holders of Registrable Securities, and the number of shares of Registrable Securities to be included in the underwriting shall be allocated (i) first, among the holders of Priority Securities, pro rata according to the number of Priority Securities that have been properly elected to be included in the relevant registration, and (ii) second, in the event that the number of shares that the managing underwriter believes may be underwritten has not been reached pursuant to (i), pro rata according to the number of other securities offered to be included in such underwriting.

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(e) In the event that, as a result of the “cutback” provisions of Section 2.3(d), the Investor making a request pursuant to Section 2.1 is unable to register more than 66 2/3rds% of the Registrable Securities which the Investor has properly requested to be registered in accordance with the provisions of this Agreement (such limited registration, a “Limited Registration”), than the requesting Holder shall not be deemed to have made a request pursuant to Section 2.1 and, notwithstanding the effectiveness of the applicable registration, shall preserve its right to make a request pursuant to Section 2.1 in the future, subject in all cases to the provisions of this Agreement.

(f) If any Holder disapproves of the terms of the underwriting, such Holder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the other Holders, and the applicable registration shall be deemed to be a Failed Registration (and the Investor shall retain its demand rights) for purposes of Section 2.1(b) hereof. The Registrable Securities so withdrawn shall also be withdrawn from registration.

ARTICLE 3

COMPANY REGISTRATION

3.1 Notice of Registration to Investor. If at any time or from time to time from and after the date hereof and ending on the eighth anniversary of the date hereof, the Company shall determine to register any of its securities, either for its own account or the account of any security holder or holders, other than (i) a registration relating solely to employee benefit plans on Form S-8 (or any successor form) or relating to a dividend reinvestment plan, stock option plan or other compensation plan, (ii) a registration on Form S-4 (or any successor form) or other registration in connection with mergers, acquisitions, exchange offers or similar transactions, (iii) a registration on any form that does not permit secondary sales or (iv) a registration relating solely to a subscription offering or rights offering, the Company will:

(a) promptly give to the Investor written notice thereof; and

(b) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all of the Registrable Securities specified in a written request, made within 15 days after receipt of such written notice from the Company described in Section 3.1(a), by the Investor, but only to the extent that the original issuance or resale distribution of such Registrable Securities is not already covered by an effective registration statement under Article 2 above.

3.2 Underwriting.

(a) If the registration of which the Company gives notice is for an offering involving an underwriting, the Company shall so advise the Investor as part of the written notice given pursuant to Section 3.1(a). In such event, the right of the Investor to registration pursuant to this Article 3 shall be conditioned upon the Investor’s participation in such underwriting and the inclusion of the Investor’s Registrable Securities in the underwriting to the extent provided herein. The Investor shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company; provided, however, that the liability of the Investor thereunder shall in no event exceed the lesser of (i) the Investor’s pro-rata portion of the liability based on the Investor’s shares sold in the offering as compared to the total number of shares sold in the offering, and (ii) an amount equal to the net proceeds from the offering received by the Investor.

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(b) Notwithstanding any other provision of this Article 3, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the Company shall so advise the Investor, and the number of shares of Common Stock to be included in such registration shall be allocated as follows: (i) first, for the account of the Company, all shares of Common Stock proposed to be sold by the Company; and (ii) second, for the account of the Investor and any other stockholders of the Company participating in such registration who have contractual rights to be included in such registration similar to the rights of the Investor, the number of shares of Common Stock requested to be included in the registration by the Investor and such other stockholders in proportion, as nearly as practicable, to the respective number of shares that are proposed to be offered and sold by the Investor and such other stockholders at the time of filing the registration statement. No Registrable Securities or other shares of Common Stock excluded from the underwriting in this Article 3 by reason of the underwriters’ marketing limitation shall be included in such registration.

(c) The Company shall so advise the Investor and the other stockholders distributing their securities through such underwriting of any such foregoing limitation and the number of shares that may be included in the registration. If the Investor disapproves of the terms of any such underwriting, the Investor may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration; provided that the Company may determine, at its election, to increase, on a pro rata basis for the securities of stockholders then included in the registration (giving effect to the withdrawal), the number of shares of the other stockholders participating in the registration.

(d) The Company shall have the right to terminate or withdraw any registration initiated by it under this Article 3 prior to the effectiveness of such registration, whether or not the Investor has elected to include Registrable Securities in such registration; provided that the Investor shall have the right to convert such registration into a demand registration covered by Section 2.1 hereof.

ARTICLE 4

EXPENSES OF REGISTRATION

All Registration Expenses incurred in connection with any registration, qualification or compliance pursuant to Articles 2, 3 and 5, the reasonable fees of one counsel for the Holders of Registrable Securities (up to a maximum of $10,000) in the case of a registration in which a Holder participates and any other similar out-of-pocket expenses incurred by any Holder or Holders pursuant to any applicable underwriting agreement in connection with a registration hereunder shall, in each case, be borne by the Company. All Selling Expenses relating to Registrable Securities registered on behalf of a Holder shall be borne by such Holder.

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ARTICLE 5

REGISTRATION PROCEDURES

(a) In the case of each registration effected by the Company pursuant to this Agreement, the Company will keep each Holder advised in writing as to the initiation of each registration and as to the completion thereof. The Company will use its commercially reasonable efforts to effect or cause such registration to permit the sale of the Registrable Securities covered thereby in accordance with the intended method or methods of distribution thereof described in such registration statement. In connection with any registration of any Registrable Securities, the Company shall:

(i) prepare and file with the Commission a registration statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such registration statement to become effective;

(ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus included therein as may be necessary to effect and maintain the effectiveness of such registration statement pursuant to the applicable rules and regulations of the Commission and the instructions applicable to the form of such registration statement (provided, however, that the Company shall not be obliged to maintain the effectiveness of such registration statement longer than through the earlier of (A) six months (or two years in the case of a Shelf Registration) following the effective date of such registration statement and (B) such time as all Registrable Securities registered thereunder have been sold pursuant to such registration statement), and furnish to the Holders of the Registrable Securities covered thereby copies of any such supplement or amendment prior to its use and/or filing with the Commission;

(iii) permit one legal counsel for the Holders whose Registrable Securities are to be included in a registration statement hereunder to review and comment upon a registration statement, and all amendments and supplements thereto, within a reasonable amount of time prior to its filing with the Commission, and not file any registration statement, or amendment or supplement thereto, in a form to which such legal counsel reasonably and timely objects. The Company shall furnish to such legal counsel, without charge, copies of any correspondence from the Commission to the Company or its representatives relating to any registration statement;

(iv) promptly notify the Holders whose Registrable Securities are to be included in a registration statement hereunder, the sales or placement agent, if any, therefor and the managing underwriter of the securities being sold, and confirm such advice in writing, (A) when such registration statement or the prospectus included therein or any prospectus amendment or supplement or post-effective amendment has been filed and, with respect to such registration statement or any post-effective amendment, when the same has become effective, (B) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose, (C) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (D) of any request by the Commission for any amendment or supplement to a registration statement or related prospectus or related information or (E) if, at any time when a prospectus is required to be delivered under the Securities Act, such registration statement or prospectus, or any document incorporated by reference in any of the foregoing, contains an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made. In the case of clause (E), the Company shall promptly prepare a supplement or amendment to such registration statement to correct such untrue statement or omission;

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(v) use its commercially reasonable efforts to obtain at the earliest practicable date the withdrawal of any order suspending the effectiveness of such registration statement or any post-effective amendment thereto or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any Registrable Securities included in such registration statement for sale in any jurisdiction;

(vi) furnish to each Holder of Registrable Securities to be included in such registration statement, each placement or sales agent, if any, therefor and each underwriter, if any, thereof, without charge, a conformed copy of such registration statement and any amendment and supplement thereto (in each case including all exhibits and documents incorporated by reference) and such number of copies of the prospectus included in such registration statement (including each preliminary prospectus, any summary prospectus and any free writing prospectus), and any amendment or supplement thereto, as such Holder, agent, if any, and underwriter, if any, may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Holder, sold by such agent or underwritten by such underwriter and to permit such Holder, agent and underwriter to satisfy the prospectus delivery requirements of the Securities Act;

(vii) use its commercially reasonable efforts to (A) register or qualify the Registrable Securities to be included in such registration statement under such other securities laws or blue sky laws of such states of the United States or the District of Columbia as may be reasonably requested by the Holders of a majority of such Registrable Securities participating in such registration, each placement or sales agent, if any, therefor or the managing underwriter, if any, thereof, (B) keep such registrations or qualifications in effect and comply with such laws at all times during the period described in Section 5(a)(ii) above, and (C) take any and all such actions as may be reasonably necessary to enable such Holder, agent, if any, and underwriter, if any, to consummate the disposition in such jurisdictions of such Registrable Securities; provided, however, that in order to fulfill the foregoing obligations under this Section 5(a)(vii), the Company shall not (unless otherwise required to do so in any jurisdiction) be required to (1) qualify generally to do business as a foreign company or a broker-dealer, (2) execute a general consent to service of process or (3) subject itself to taxation;

(viii) furnish, at the request of the Holders of a majority of such Registrable Securities participating in such registration, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders, addressed to the underwriters, if any, and to such Holders and (ii) a letter, dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders, addressed to the underwriters, if any, and, if permitted by applicable accounting standards, to such Holders; and

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(ix) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission in connection with any such registration.

(b) The Company may require each Holder of Registrable Securities as to which any registration is being effected to furnish in writing to the Company such information regarding such Holder and such Holder’s method of distribution of such Registrable Securities as the Company may from time to time reasonably request or as is required to be included in any registration to be included in any registration statement filed pursuant to the terms of this Agreement. Each such Holder agrees to notify the Company as promptly as practicable of any inaccuracy or change in information previously furnished by such Holder to the Company or of the occurrence of any event as a result of which any prospectus relating to such registration contains an untrue statement of a material fact regarding such Holder or the distribution of such Registrable Securities or omits to state any material fact regarding such Holder or the distribution of such Registrable Securities required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and promptly to furnish to the Company any additional information required to correct and update any previously furnished information or required so that such prospectus shall not contain, with respect to such Holder or the distribution of such Registrable Securities, an untrue statement or a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made.

(c) Each of the Holders will comply with the provisions of the Securities Act with respect to disposition of the Registrable Securities to be included in any registration statement filed by the Company.

(d) Notwithstanding anything to the contrary, in connection with any offering of securities of the Company (including without limitation any offering contemplated by Article 2 or Article 3 of this Agreement), each Holder agrees that if its Registrable Securities are included in the applicable registration, it will consent and agree to comply with any “hold back” restriction relating to shares of Common Stock or any other securities of the Company then owned by such Holder (and its controlled Affiliates), that may be reasonably requested by the underwriter(s) or placement or other selling agent(s) of such offering, not to exceed one hundred eighty (180) days, provided, however, that such Holder need not enter into any such arrangement unless each of the Company’s principal officers and its directors (and/or the respective stockholders designating such directors pursuant to any contract or agreement and their respective controlled Affiliates, if any) enter into agreements that contain substantially the same “hold back” restrictions and/or agreements (it being understood that this proviso shall not apply if a board designee of the Investor refuses to enter into such arrangement). Without limitation to the foregoing, each Holder shall, upon the request of such underwriter(s) or agent(s), agree not to effect any public sale or distribution, including any sale pursuant to Rule 144, of any Registrable Securities, and not effect any such public sale or distribution of any other equity security of the Company or of any security convertible into or exchangeable or exercisable for any equity security of the Company (in each case, other than as part of such underwritten public offering) during the 30 days prior to, and during the 180-day period beginning on, the effective date of such registration statement.

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ARTICLE 6

INDEMNIFICATION

6.1 The Company will indemnify each Holder, each of its officers, directors and partners, such Holder’s legal counsel and independent accountants, if any, each person controlling such Holder within the meaning of Section 15 of the Securities Act, each underwriter, if any, and each person who controls any underwriter within the meaning of Section 15 of the Securities Act against all expenses (including reasonable attorneys fees), claims, losses, damages and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement or prospectus, or any amendment or supplement thereto, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or any state securities laws applicable to the Company and relating to action or inaction by the Company in connection with any such registration, qualification or compliance, and will reimburse each such Holder, each of its officers, directors and partners, such Holder’s legal counsel and independent accountants, each person controlling such Holder, each such underwriter and each person who controls any such underwriter for any legal and other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action; provided, however, that the Company will not be liable in any such case to the extent that any such expense, claim, loss, damage, liability or action arises out of or is based on any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by such Holder expressly for use in such registration statement or prospectus, or any amendment or supplement thereto.

6.2 Each Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, severally indemnify the Company, each of its directors and officers, partners and Affiliates, its legal counsel and independent accountants, each underwriter, if any, of the Company’s securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other such Holder, each of its officers, directors, partners, legal counsel and independent accountants, if any, and each person controlling such Holder within the meaning of Section 15 of the Securities Act, against all expenses (including reasonable attorneys fees), claims, losses, damages and liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement or prospectus, or any amendment or supplement thereto, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Holders, such directors, officers, partners, legal counsel, independent accountants, underwriters and control persons for any legal and other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement or prospectus or amendment or supplement in reliance upon and in conformity with written information furnished to the Company by such Holder regarding such Holder and/or such Holder’s method of distribution expressly for use in such registration statement or prospectus, or any amendment or supplement thereto; provided, however, that the obligations of each Holder hereunder shall be limited to an amount equal to the net proceeds to such Holder of Registrable Securities sold pursuant to such registration statement.

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6.3 Each party entitled to indemnification under this Article 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld, conditioned or delayed). The Indemnified Party may participate in such defense at such Indemnified Party’s expense; provided, however, that the Indemnifying Party shall bear the expense of such defense of the Indemnified Party if representation of both parties by the same counsel would be inappropriate due to actual or potential conflicts of interest. The failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, unless and then only to the extent such failure is materially prejudicial to the ability of the Indemnifying Party to defend the action. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such claim or litigation.

6.4 If the indemnification provided for in Section 6.1 or 6.2 is unavailable or insufficient to hold harmless an Indemnified Party, then each Indemnifying Party shall contribute to the amount paid or payable by such Indemnified Party as a result of the expenses, claims, losses, damages or liabilities (or actions or proceedings in respect thereof) referred to in Section 6.1 or 6.2, in such proportion as is appropriate to reflect the relative fault of the Company on the one hand and the Holders of Registrable Securities on the other hand in connection with statements or omissions which resulted in such expenses, claims, losses, damages or liabilities (or actions or proceedings in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or the Holders of Registrable Securities and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. The Company and the Holders agree that it would not be just and equitable if contributions pursuant to this Section 6.4 were to be determined by pro rata allocation (even if all Holders of Registrable Securities were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the first sentence of this Section 6.4. The amount paid by an Indemnified Party as a result of the expenses, claims, losses, damages or liabilities (or actions or proceedings in respect thereof) referred to in the first sentence of this Section 6.4 shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any claim, action or proceeding which is the subject of this Section 6.4. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of Holders of Registrable Securities to contribute pursuant to this Section 6.4 shall be several in proportion to the respective amount of Registrable Securities sold by them pursuant to a registration statement, and shall be limited to an amount equal to the net proceeds to each such Holder of Registrable Securities sold pursuant to such registration statement.

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ARTICLE 7

RULE 144 REPORTING

With a view to making available the benefits of certain rules and regulations of the Commission that may at any time permit the sale of securities of the Company to the public without registration, the Company agrees to use its commercially reasonable efforts to:

7.1 Make and keep public information regarding the Company available, as those terms are understood and defined in Rule 144, at all times after the date hereof; and

7.2 File with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act, in each case until the earlier of (A) six months after such date as all of the Registrable Securities may be resold pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been sold by the Holders.

ARTICLE 8

TRANSFER OF REGISTRATION RIGHTS

The rights to cause the Company to register Registrable Securities under Sections 2.1 and 2.2 of this Agreement, together with all related rights and obligations, may be assigned by a Holder to either (a) an Affiliate of such Holder or (b) a third party which purchases at least 50% of the Shares purchased by the Investor pursuant to the Purchase Agreement; provided, however, that (A) the right to cause the Company to register Registrable Securities under Section 2.1 may only be held by one person or entity with respect to the Registrable Securities owned by him or it, (B) the transferor shall furnish to the Company written notice of the name and address of such transferee or assignee and the securities with respect to which such registration rights are being assigned prior to such transfer, and (C) such transferee shall agree in writing to be subject to all applicable restrictions set forth in this Agreement. In each case, such rights may only be transferred together with the underlying Registrable Securities in a transfer permitted by the Securities Act and applicable state securities laws.

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ARTICLE 9

LIMITATIONS ON REGISTRATION RIGHTS GRANTED TO OTHER SECURITIES

From and after the date of this Agreement, the Company shall not, without the prior written consent of the Investor, enter into any agreement with any holder or prospective holder of any securities of the Company providing for the grant to such holder of registration rights superior to those granted herein; provided that the foregoing shall not apply to the Wilhelmina Registration Rights Agreement; provided further that amendments (other than immaterial technical amendments) to Wilhelmina Registration Rights Agreement shall require the Investor’s consent.

ARTICLE 10

MISCELLANEOUS

10.1 Governing Law; Forum. The laws of the State of New York shall govern the interpretation, validity and performance of the terms of this Agreement, regardless of the law that might be applied under principles of conflicts of law. EACH OF THE PARTIES TO THIS AGREEMENT CONSENTS TO SUBMIT TO THE PERSONAL JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN THE STATE OF NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, AGREES THAT ALL CLAIMS IN RESPECT OF THE ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT, AND AGREES NOT TO BRING ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT IN ANY OTHER COURT. EACH OF THE PARTIES TO THIS AGREEMENT AGREES NOT TO ASSERT IN ANY ACTION OR PROCEEDING ARISING OUT OF RELATING TO THIS AGREEMENT THAT THE VENUE IS IMPROPER, AND WAIVES ANY DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING SO BROUGHT AND WAIVES ANY BOND, SURETY OR OTHER SECURITY THAT MIGHT BE REQUIRED OF ANY OTHER PARTY WITH RESPECT THERETO. Each of the parties hereto waives any right to request a trial by jury in any litigation with respect to this Agreement and represents that counsel has been consulted specifically as to this waiver.

10.2 Termination. This Agreement and all rights and obligations hereunder (other than Article 6 which shall survive) shall terminate upon the earlier of (a) eight years following the date hereof or (b) at such time the Holders no longer hold any shares of Common Stock.

10.3 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors and assigns of each of the parties hereto and shall inure to the benefit of and be binding upon each Holder of any Registrable Securities.

10.4 Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof.

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10.5 Notices. All notices, requests, consents and other communications hereunder shall be made in writing and shall be deemed given (i) when made if made by hand delivery, (ii) one business day after being deposited with an overnight courier if made by courier guaranteeing overnight delivery, (iii) on the date indicated on the notice of receipt if made by first-class mail, return receipt requested or (iv) on the date of confirmation of receipt of transmission by facsimile, addressed as follows:

(a) if to the Company, at

New Century Equity Holdings Corp.

200 Crescent Court, Suite 1400

Dallas, Texas 75230

Facsimile: (214) 661-7475

Attention: Chief Financial Officer

(b) if to the Investor, in care of:

Newcastle Partners, L.P.