0001437749-15-010190 Sample Contracts

Contract
NewLead Holdings Ltd. • May 14th, 2015 • Deep sea foreign transportation of freight • New York

THIS NOTE AND THE SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AS SET FORTH HEREIN. NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE PURSUANT HERETO MAY BE SOLD, TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER SUCH ACT.

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • May 14th, 2015 • NewLead Holdings Ltd. • Deep sea foreign transportation of freight • Nevada

This SECURITIES PURCHASE AGREEMENT (the “Agreement”) is dated and effective as of December 31, 2014 (the “Effective Date”), by and between NEWLEAD HOLDINGS LTD., an exempted company incorporated under the laws of Bermuda (the “Company”), and TCA GLOBAL CREDIT MASTER FUND, LP, a limited partnership organized and existing under the laws of the Cayman Islands (the “Buyer”).

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