0001144204-08-019341 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 31st, 2008 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • Florida

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), made as of _________________, 2008 (the “Effective Date”), by and between H2Diesel Holdings, Inc., a Florida corporation (the “Company”), and each of the persons and entities listed on Exhibit A attached hereto (the “Holders”).

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SUBSCRIPTION AGREEMENT
Subscription 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. WARRANT TO PURCHASE COMMON STOCK
Warrant Agreement • March 31st, 2008 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • Florida

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).

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