SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 17th, 2010 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 16, 2010, between New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • October 6th, 2010 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of October 4, 2010, 2010, between New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
CONFIDENTIALPlacement Agent Agreement • June 14th, 2010 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • New York
COMMON STOCK PURCHASE WARRANT NEW GENERATION BIOFUELS HOLDINGS, INC.Common Stock Purchase Warrant • June 14th, 2010 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six-month anniversary of the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
3,275,333 Shares of Common Stock and Warrants to Purchase up to 655,066 Shares of Common Stock NEW GENERATION BIOFUELS HOLDINGS, INC. PLACEMENT AGENT AGREEMENT July 22, 2009Placement Agent Agreement • July 23rd, 2009 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • New York
SECURITY AGREEMENTSecurity Agreement • February 7th, 2011 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • New York
This SECURITY AGREEMENT, dated as of January ___, 2011 (this “Agreement”), is among New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), located at 5850 Waterloo Road, Suite 140, Columbia, Maryland 21045, the Subsidiaries of the Company identified on Schedule I herein (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Secured Convertible Notes due January ___, 2012 and thereafter and issued on January ___, 2011 and thereafter, in the original aggregate principal amount of up to $2,000,000 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
NEW GENERATION BIOFUELS HOLDINGS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • December 11th, 2009 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • New York
The undersigned (the “Investor”) hereby confirms its agreement with New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), as follows:
SUBSCRIPTION AGREEMENTSubscription Agreement • February 7th, 2011 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • New York
THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of January ___, 2011, by and between New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”).
AGREEMENT OF MERGER AND PLAN OF REORGANIZATION among WIRELESS HOLDINGS, INC. WIRELESS ACQUISITION HOLDINGS CORP. and H2DIESEL, INC. October 17, 2006Merger Agreement • October 18th, 2006 • Wireless Holdings Inc • Telephone communications (no radiotelephone) • Florida
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of October 17, 2006, by and among WIRELESS HOLDINGS, INC., a Florida corporation (“Parent”), WIRELESS ACQUISITION HOLDINGS CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and H2DIESEL, INC., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2010 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), made as of February ___, 2010 (the “Effective Date”), by and between New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), and each of the persons and entities listed on Exhibit A attached hereto (the “Holders”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 11th, 2008 • H2Diesel Holdings, Inc • Industrial organic chemicals • Florida
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is entered into on December 18, 2007, by and between H2Diesel Holdings, Inc., a Delaware corporation (the “Company”), and Cary Claiborne (the “Executive”).
NEW GENERATION BIOFUELS HOLDINGS, INC. WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • May 6th, 2010 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • New York
THIS WARRANT IS TO CERTIFY THAT, (the “Purchaser”), is entitled to purchase from New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), ________ shares of the Company’s common stock, par value $.001 per share (the “Common Stock”), at the Exercise Price (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2006 • Wireless Holdings Inc • Telephone communications (no radiotelephone) • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”), is entered into on May 5, 2006, by and between H2Diesel, Inc., a Delaware corporation (the “Company”), and Lee S. Rosen (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • November 22nd, 2010 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • Florida
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of October 9, 2010 (the “Effective Date”), by and among New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), and David H. Goebel, Jr. an individual (“Executive”), with respect to the following facts and circumstances:
STOCK PURCHASE AGREEMENT AND SHARE EXCHANGEStock Purchase Agreement and Share Exchange • October 28th, 2003 • Wireless Holdings Inc • Florida
TECHNOLOGY ACCESS AGREEMENTTechnology Access Agreement • October 26th, 2006 • Wireless Holdings Inc • Telephone communications (no radiotelephone)
This Technology Access Agreement (the “Agreement”) is made by and between H2Diesel, Inc., a Delaware corporation (hereinafter “H2Diesel”) and Xethanol Corporation, a Delaware corporation (hereinafter “Xethanol”), effective as of the 15th day of June, 2006 (the “Effective Date”).
H2DIESEL, INC. Stock Option AgreementStock Option Agreement • October 26th, 2006 • Wireless Holdings Inc • Telephone communications (no radiotelephone) • Florida
NEW GENERATION BIOFUELS HOLDINGS, INC. SUBSCRIPTION AGREEMENTSubscription Agreement • July 23rd, 2009 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • New York
The undersigned (the “Investor”) hereby confirms its agreement with New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), as follows:
ContractWarrant Agreement • December 11th, 2009 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Palladium Capital Advisors, LLC New York, New York 10169 Tel (646) 485-7297 Fax (646) 390-6328 Email jp@palladiumcapital.comNon-Exclusive Placement Agent Agreement • August 18th, 2010 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • New York
This will confirm the understanding and agreement (the “Agreement”) between PALLADIUM CAPITAL ADVISORS, LLC, a Delaware limited liability company (“Palladium”), and NEW GENERATION BIOFUELS HOLDINGS, INC., a Florida corporation (the “Company”), as follows:
AMENDED AND RESTATED SUBLICENSE AGREEMENTSublicense Agreement • October 26th, 2006 • Wireless Holdings Inc • Telephone communications (no radiotelephone)
This Amended and Restated Sublicense Agreement (the “Agreement”) is made by and between H2Diesel, Inc., a Delaware corporation (hereinafter “Sublicensor”) and Xethanol Corporation, a Delaware corporation (hereinafter “Sublicensee”), as of the 15th day of June, 2006 (the “Effective Date”).
H2DIESEL HOLDINGS, INC. Stock Option AgreementStock Option Agreement • July 25th, 2008 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • Florida
STOCK PURCHASE AND TERMINATION AGREEMENTStock Purchase and Termination Agreement • October 10th, 2007 • H2Diesel Holdings, Inc • Industrial organic chemicals • New York
This Stock Purchase and Termination Agreement (the “Agreement”), dated as of October 5, 2007, is entered into by and among H2Diesel Holdings, Inc., a Florida corporation (“Holdings”), H2Diesel, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“H2Diesel”), and Xethanol Corporation, a Delaware corporation (“Xethanol”).
SUBSCRIPTION AGREEMENTSubscription Agreement • March 31st, 2008 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • Florida
The undersigned hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased Shares of the Company.
NEW GENERATION BIOFUELS HOLDINGS, INC.Restricted Stock Agreement • March 31st, 2009 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • Florida
New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), hereby grants shares of its common stock, $.001 par value (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2007 Omnibus Incentive Plan (the “Plan”).
ADDENDUM TO EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • April 7th, 2009 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals
THIS ADDENDUM TO EXCLUSIVE LICENSE AGREEMENT (this “Addendum”) is entered into on this 30th day of March, 2009 (the “Addendum Effective Date”), by and between PTJ Bioenergy Holdings Ltd., a company organized and existing under the laws of the Republic of Cyprus (“Licensor”) and New Generation Biofuels, Inc., a Delaware corporation (formerly known as H2Diesel, Inc.), having its principal offices located at 1000 Primera Blvd., Suite 3130, Lake Mary, Florida, 32746 (the “Licensee”).
NEW GENERATION BIOFUELS HOLDINGS, INC.Non-Qualified Stock Option Agreement • March 31st, 2009 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals
New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.001 par value, (the “Stock”) to the optionee named below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively the “Agreement”), and in the Company’s 2007 Omnibus Incentive Plan (the “Plan”).
SEPARATION AGREEMENTSeparation Agreement • October 19th, 2007 • H2Diesel Holdings, Inc • Industrial organic chemicals • Florida
THIS SEPARATION AGREEMENT (this “Agreement”) is entered into as of October 19, 2007 (the “Effective Date”), by and between H2Diesel Holdings, Inc. (the “Company”) and Michael Burstein (the “Executive”). Capitalized terms not otherwise defined herein have the meanings set forth in the Employment Agreement (as defined below).
Re: Amendment No. 6 (“Amendment No. 6) to the Exclusive License Agreement, dated March 20, 2006 and as amended September 11, 2006, December 13, 2006, November 3, 2007, November 9, 2007 and February 20, 2008 between Ferdinando Petrucci (“Petrucci”) and...Exclusive License Agreement • March 31st, 2008 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals
Please acknowledge your agreement that the License Agreement is further amended as follows, by executing this Amendment No. 6 to the License Agreement in the space provided below:
Re: Amendment No. 1 (“Amendment No. 1) to the Stock Purchase and Termination Agreement, dated October 5, 2007, by and between Xethanol Corporation, H2Diesel Holdings, Inc. (“Holdings”) and H2Diesel, Inc. (“H2Diesel”), a wholly owned subsidiary of...Stock Purchase and Termination Agreement • November 14th, 2007 • H2Diesel Holdings, Inc • Industrial organic chemicals
Please acknowledge your agreement that the Termination Agreement is amended as follows, by executing this Amendment No. 1 to the Termination Agreement in the space provided below:
NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • May 6th, 2010 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • New York
THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of _____, 2010 (the “Effective Date”), is entered into by and between New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), and the persons named on Schedule I attached hereto (each a “Purchaser” and collectively the “Purchasers”) that are signatories to this Agreement and any Additional Purchaser (as defined below) that executes a Joinder Agreement in the form attached hereto as Exhibit A.
H2DIESEL HOLDINGS, INC.Non-Qualified Stock Option Agreement • March 31st, 2008 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals
H2Diesel Holdings, Inc., a Florida corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.001 par value, (the “Stock”) to the optionee named below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively the “Agreement”), and in the Company’s 2007 Omnibus Incentive Plan (the “Plan”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • October 26th, 2006 • Wireless Holdings Inc • Telephone communications (no radiotelephone) • Florida
This Indemnification Agreement (this “Agreement”), made as of October 20, 2006, among Wireless Holdings, Inc., a Florida corporation (the “Company”) and Joseph Hess (the “Indemnitee” or “Director”).
Re: Amendment No. 4 (“Amendment No. 4) to the Exclusive License Agreement, dated March 20, 2006 and as amended September 11, 2006, December 13, 2006 and November 3, 2007 between Ferdinando Petrucci (“Petrucci”) and H2Diesel, Inc. (“H2”) (as amended,...Exclusive License Agreement • November 14th, 2007 • H2Diesel Holdings, Inc • Industrial organic chemicals
Please acknowledge your agreement that the License Agreement is further amended as follows, by executing this Amendment No. 4 to the License Agreement in the space provided below:
INDIRECT DEALER AGREEMENTIndirect Dealer Agreement • February 2nd, 2004 • Wireless Holdings Inc • Non-operating establishments • Texas
