NewGen Technologies, Inc Sample Contracts

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Exhibit 2.1 AGREEMENT AND PLAN OF REORGANIZATION
Agreement and Plan of Reorganization • September 24th, 2002 • Bongiovi Entertainment Inc • Radio broadcasting stations • Florida
ARTICLE 1.
Security Agreement • January 30th, 2006 • NewGen Technologies, Inc • Petroleum refining • New Jersey
WITNESSETH
Share Exchange Agreement • August 4th, 2005 • Bongiovi Entertainment Inc • Radio broadcasting stations • Nevada
WITNESSETH ----------
Securities Purchase Agreement • February 16th, 2006 • NewGen Technologies, Inc • Petroleum refining • New Jersey
MANAGEMENT SERVICES AGREEMENT
Management Services Agreement • August 4th, 2005 • Bongiovi Entertainment Inc • Radio broadcasting stations
WARRANT
Warrant Agreement • August 4th, 2005 • Bongiovi Entertainment Inc • Radio broadcasting stations
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLER
Asset Purchase and Sale Agreement • June 23rd, 2004 • Bongiovi Entertainment Inc • Radio broadcasting stations • Nevada
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 19th, 2007 • NewGen Technologies, Inc • Petroleum refining • New Jersey

THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 13, 2007, by and among NEWGEN TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).

OF
Limited Liability Company Agreement • November 16th, 2005 • NewGen Technologies, Inc • Petroleum refining • Delaware
REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 19th, 2007 • NewGen Technologies, Inc • Petroleum refining • New Jersey

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 13, 2007, by and among NEWGEN TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).

AMENDMENT TO AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • April 21st, 2006 • NewGen Technologies, Inc • Petroleum refining
ARTICLE 1
Share Exchange Agreement • August 4th, 2000 • Interruption Television Inc • Radio broadcasting stations • Nevada
LOCK UP AGREEMENT
Lock Up Agreement • March 19th, 2007 • NewGen Technologies, Inc • Petroleum refining

The undersigned hereby agrees that for a period commencing on March 13, 2007 and expiring on the date thirty (30) days after the date that all amounts owed to Cornell Capital Partners, LP (the “Buyer”), under the Secured Convertible Debentures issued to the Buyer pursuant to the Securities Purchase Agreement between NewGen Technologies, Inc. (the “Company”) and the Buyer dated March 13, 2007 have been paid (the “Lock-up Period”), he, she or it will not, directly or indirectly, without the prior written consent of the Buyer, issue, offer, agree or offer to sell, sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber or dispose of any securities of the Company, including common stock or options, rights, warrants or other securities underlying, convertible into, exchangeable or exercisable for or evidencing any right to purchase or subscribe for any common stock (whether or not beneficially owned by the undersigned), or a

DATED NOVEMBER 29, 2005 (1) NEWGEN TECHNOLOGIES INC (2) NEWGEN FUEL TECHNOLOGIES LTD TECHNOLOGY LICENCE & DEVELOPMENT AGREEMENT
Technology Licence & Development Agreement • December 6th, 2005 • NewGen Technologies, Inc • Petroleum refining • England and Wales
SETTLEMENT AGREEMENT AND GENERAL RELEASE
Settlement Agreement • September 1st, 2006 • NewGen Technologies, Inc • Petroleum refining • North Carolina

This Settlement Agreement and General Release (“Agreement” or “General Release”) is entered into by Plaintiff John King, and on behalf of his agents, representatives, heirs, estate, executors, administrators, successors, and/or assigns (collectively referred to as “King” or “Plaintiff”) and Defendants NewGen Technologies, Inc. (“NewGen” or the “Company”) and Refuel America, Inc. (“Refuel”) and ICF Industries, Inc. (“ICF”) and their past or present predecessors, successors, assigns, affiliates, parents, subsidiaries, related companies, partners, benefit plans, directors, shareholders, members, officers, agents, attorneys, employees, servants, and insurers (hereinafter collectively referred to as “Defendants”) for the purposes of forever releasing Defendants from any and all claims which Plaintiff has, may have or may have had against Defendants and releasing Plaintiff from any and all claims which Defendants have, may have or may have had against Plaintiff.

WITNESSETH
Securities Purchase Agreement • January 30th, 2006 • NewGen Technologies, Inc • Petroleum refining • New Jersey
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IRREVOCABLE TRANSFER AGENT INSTRUCTIONS March 13, 2007
Securities Purchase Agreement • March 19th, 2007 • NewGen Technologies, Inc • Petroleum refining

This letter shall serve as our irrevocable authorization and direction to Integrity Stock Transfer (the “Transfer Agent”) to do the following:

SETTLEMENT AGREEMENT
Settlement Agreement • July 30th, 2007 • NewGen Technologies, Inc • Petroleum refining

This SETTLEMENT AGREEMENT (this "Agreement") is entered into by and between Titan Global Holdings, Inc. (“Titan”), Frank Crivello (“Crivello”), and NewGen Technologies, Inc. (“NewGen”) (collectively, the “Parties”).

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