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:
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.
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • December 11th, 2009 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • New York
New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”) proposes, subject to the terms and conditions of this Placement Agent Agreement (this “Agreement”) and the Subscription Agreements in the form of Exhibit A attached hereto (the “Subscription Agreements”) to be entered into with the investors identified therein (each, an “Investor,” and, collectively, the “Investors”), to issue up to an aggregate of 2,804,228 units (the “Units”), with each Unit consisting of (i) one share (each, a “Share”) of the Company’s common stock, par value $.001 per share (“Common Stock”) and (ii) one warrant to purchase 0.30 shares of Common Stock at an exercise price of $0.90 per share (the “Warrant” and the shares issuable upon exercise of the Warrant are referred to herein as the “Warrant Shares”). The Units, the Shares, the Warrants and the Warrant Shares are herein referred to as the “Securities.” The Company hereby confirms its agreement with Jesup & Lamont Securities Corp. to ac
