0001144204-11-006406 Sample Contracts

SECURITY AGREEMENT

Security Agreement • February 7th, 2011 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • New York

• Contract Type
  Security Agreement
• Filed
  February 7th, 2011
• Company
  New Generation Biofuels Holdings, Inc
• Industry
  Industrial organic chemicals
• Jurisdiction
  New York

This SECURITY AGREEMENT, dated as of January ___, 2011 (this “Agreement”), is among New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), located at 5850 Waterloo Road, Suite 140, Columbia, Maryland 21045, the Subsidiaries of the Company identified on Schedule I herein (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Secured Convertible Notes due January ___, 2012 and thereafter and issued on January ___, 2011 and thereafter, in the original aggregate principal amount of up to $2,000,000 (collectively, the “Notes”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).

SUBSCRIPTION AGREEMENT

Subscription Agreement • February 7th, 2011 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • New York

• Contract Type
  Subscription Agreement
• Filed
  February 7th, 2011
• Company
  New Generation Biofuels Holdings, Inc
• Industry
  Industrial organic chemicals
• Jurisdiction
  New York

THIS SUBSCRIPTION AGREEMENT (this “Agreement”), is dated as of January ___, 2011, by and between New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), and the subscribers identified on Schedule 1 hereto (the “Subscribers”).

AMENDMENT 4 TO NON-EXCLUSIVE PLACEMENT AGENT AGREEMENT

Non-Exclusive Placement Agent Agreement • February 7th, 2011 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals

• Contract Type
  Non-Exclusive Placement Agent Agreement
• Filed
  February 7th, 2011
• Company
  New Generation Biofuels Holdings, Inc
• Industry
  Industrial organic chemicals

THIS FOURTH AMENDMENT (the “Amendment”) to that certain Non-Exclusive Placement Agent Agreement dated August 11, 2010, as amended September 22, 2010, October 4, 2010, and November 1, 2010 (the “Agreement”), by and between PALLADIUM CAPITAL ADVISORS, LLC, a Delaware limited liability company (“Palladium”), and NEW GENERATION BIOFUELS HOLDINGS, INC., a Florida corporation (the “Company,” and together with Palladium, the “Parties”), is effective as of this ____ day of January [•], 2011 (the “Effective Date”). Unless otherwise defined herein, all capitalized terms shall be given their respective meanings as set forth in the Agreement.