0001144204-11-052719 Sample Contracts

FIRST AMENDMENT AND CONSENT AGREEMENT
First Amendment and Consent Agreement • September 13th, 2011 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals

This First Amendment and Consent Agreement is made as of the 7th day of June, 2011 (“Agreement”), among New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), and the signators hereto who are “Subscribers” under certain Subscription Agreements with the Company dated February 1, 2011 (“Subscription Agreements”), for the sale by the Company of Notes (“February Notes”) and Class A and B Warrants (“February Warrants”).

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SECOND AMENDMENT AGREEMENT
Second Amendment Agreement • September 13th, 2011 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals

This Second Amendment Agreement is made as of the 4th day of August, 2011 (“Agreement”), between New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”) and Alpha Capital Anstalt (“Alpha”) regarding the First Amendment and Consent Agreement dated June 7, 2011 among the Company and the Subscribers as defined therein (the “First Agreement”).

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