Amendment 2 to Non-exclusive Placement Agent Agreement
Amendment
2
Whereas
the there exists a Non-Exclusive Placement Agent Agreement dated August 12, 2010
(the “Agreement”) between PALLADIUM CAPITAL ADVISORS, LLC, a Delaware limited
liability company (“Palladium”), and NEW GENERATION BIOFUELS HOLDINGS, INC., a
Florida corporation (the “Company”)and,
Whereas
there is a mutual desire to amend the Agreement,
The
Parties agree as follows, effective as of October 4, 2010, the date of this
amendment, that Paragraph 4(a) of the Agreement shall be replaced in its
entirety with the following:
Paragraph
4. a) The
Company agrees to pay Palladium, upon the culmination of each Transaction with
Investors (each, a “Closing”), 5% in cash and 10% in shares of the Company’s Common
Stock, of the proceeds received by the Company from such Investors introduced by Palladium. Shares of
Common Stock payable hereunder by the Company to Palladium shall be made
available via DWAC transfer at the same time as those issued to the
Investors. .
All other
provisions of the Agreement remain unchanged and are incorporated herein by
reference.
| PALLADIUM CAPITAL ADVISORS, LLC | |||
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By:
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| Xxxx Xxxxxxxx, Chief Executive Officer | |||
ACCEPTED
AND AGREED
AS OF THE
DATE FIRST
ABOVE
WRITTEN:
| By: |
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Xx.
Xxxx Xxxxxx, Chief Financial Officer
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