JOINDER AND AMENDMENT
TO WARRANT TO PURCHASE STOCK
This Xxxxxxx and Amendment to Warrant to Purchase Stock (this "AMENDMENT")
is executed as of the ___ day of ____________, 2006 by New Generation Holdings,
Inc., a Delaware corporation ("NGH") and New Generation Plastic, Inc., a
Delaware corporation and a subsidiary of NGH ("NGP").
WHEREAS, NGH has issued a Warrant to Purchase Stock (the "WARRANT") to the
individual or entity set forth on the signature page hereto (the "HOLDER"); and
WHEREAS, at this time, NGH does not have a sufficient number of authorized
but unissued shares of common stock for issuance upon exercise of the Warrant as
required under Section 7 of the Warrant; and
WHEREAS, XXX has agreed to become a party to the Warrant and, at the
election of the Holder, to issue shares of common stock in NGP to the Holder in
the same amount and at the same exercise price as the Warrant Shares issuable
under the Warrant, upon the terms and conditions of this Agreement; and
WHEREAS, NGH and NGP have agreed to amend the terms and conditions of the
Warrant as set forth herein.
NOW THEREFORE, it is agreed as follows:
1. DEFINITIONS. Capitalized terms used but not otherwise defined herein shall
have the meaning given to such terms in the Warrant.
2. AMENDMENT OF WARRANTS.
(a) The following definitions shall be added to Section 1 of the Warrant
in the appropriate alphabetical order:
"NGP" shall mean New Generation Plastic, Inc., a Delaware
corporation and a subsidiary of the Company.
"NGP Warrant Stock" shall have the meaning set forth in Section 2.6.
(b) The following subsections shall be added to Section 2 of the
Warrant:
"2.6 Right to Purchase NGP Warrant Stock. The Company and NGP agree
that the Holder may, at Xxxxxx's election, exercise this Warrant to
purchase shares of common stock of NGP in lieu of the Warrant Stock,
in the same amount and at the same purchase price as the Warrant
Stock ("NGP WARRANT STOCK"), whereupon NGP shall assume the same
rights and obligations of the Company to the Holder under the terms
of this Warrant.
2.7 Right to Exchange NGP Warrant Stock. The Holder shall have the
right to elect to exchange NGP Warrant Stock for shares of common
stock of the Company on a share for share basis by providing written
notice to the Company of its election to do so, provided however,
that Holder may make such election only if, at the time of the
election, there are a sufficient number of authorized shares of
common stock of the Company available for issuance and delivery to
the Holder upon such election and if a spin-off of NGP from the
Company has not occurred. In the event that Xxxxxx makes such
election under this Section 2.7, the Company shall issue and deliver
to the Holder a certificate or certificates for the number of shares
of common stock of the Company equal to the number of shares of NGP
Warrant Stock being exchanged."
2.8 Right to Exchange NGH Warrant Stock. The Holder shall have the
right to elect to exchange NGH Warrant Stock for shares of common
stock of NGP on a share for share basis by providing written notice
to the Company of its election to do so. In the event that Xxxxxx
makes such election under this Section 2.8, NGP shall issue and
deliver to the Holder a certificate or certificates for the number
of shares of common stock of NGP equal to the number of shares of
NGH Warrant Stock being exchanged."
(c) "Exhibit 1" of the Warrant shall be deleted and "Exhibit 1" to this
Amendment shall be substituted therefore.
3. JOINDER OF NGP. By the execution of this Amendment, XXX agrees to join in
and become a party to the Warrant upon the terms and conditions stated herein.
4. REMAINING PROVISIONS UNAFFECTED. Except as amended hereby, the provisions
of the Warrant are otherwise unaffected and remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
date first written above.
NEW GENERATION HOLDINGS, INC.
By:__________________________
Name:
Title:
NEW GENERATION PLASTIC, INC.
By:__________________________
Name:
Title:
Holder:
Date of Warrant:
Warrant Reference No.:
Number of Warrant Shares:
Exhibit 1
NOTICE OF EXERCISE
(TO BE EXECUTED UPON EXERCISE OF WARRANT)
NEW GENERATION HOLDINGS, INC.
NEW GENERATION PLASTIC, INC.
The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant Certificate for, and to purchase thereunder,
the securities of (CHECK ONE) _____ NEW GENERATION HOLDINGS, INC. OR _________
NEW GENERATION PLASTIC, INC. as provided for therein, and (check the applicable
box):
1. Tenders herewith payment of the exercise price in full in the form
of cash or a certified or official bank check in same-day funds in
the amount of $_______ for __________ such securities.
2. Elects the Net Issue Exercise option pursuant to Section 2.2 of the
Warrant, and accordingly requests delivery of a net of _________ of
such securities, according to the following calculation:
X = Y (A-B) ( )= ( ) [( ) - ( )]
------- ---------------------------------
A (_______)
Where:
X = the number of shares of Warrant Stock to be issued to the
Holder;
Y = the total number of shares of Warrant Stock as to which
this Warrant is being exercised;
A = the Fair Market Value of one share of the Warrant Stock;
and
B = the Purchase Price of one share of Warrant Stock.
3. Elects the Easy Sale Exercise option pursuant to Section 2.3 of the
Warrant, and accordingly requests delivery of a net of ________ of
such securities.
Please issue a certificate or certificates for such securities in the name of,
and pay any cash for any fractional share to (please print name, address and
social security number):
Name: ______________________________________
Address: ______________________________________
Signature: ______________________________________
Note: The above signature should correspond exactly with the name on the first
page of this Warrant Certificate or with the name of the assignee appearing in
the assignment form below.
If said number of shares shall not be all the shares purchasable under the
within Warrant Certificate, a new Warrant Certificate is to be issued in the
name of said undersigned for the balance remaining of the shares purchasable
thereunder rounded up to the next higher whole number of shares.
