0001144204-10-052702 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 6th, 2010 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of October 4, 2010, 2010, between New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

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Amendment 2 to Non-exclusive Placement Agent Agreement
Non-Exclusive Placement Agent Agreement • October 6th, 2010 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals

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:

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