New Generation Biofuels Holdings, Inc 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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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • August 17th, 2010 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of August 16, 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”).

COMMON STOCK PURCHASE WARRANT NEW GENERATION BIOFUELS HOLDINGS, INC.
Common Stock Purchase • June 14th, 2010 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six-month anniversary of the Issue Date (the “Initial Exercise Date”) and on or prior to the close of business on the five year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

CONFIDENTIAL
New Generation Biofuels Holdings, Inc • June 14th, 2010 • Industrial organic chemicals • New York
SECURITY AGREEMENT
Security Agreement • February 7th, 2011 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • 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”).

STOCK PURCHASE AGREEMENT AND SHARE EXCHANGE
Stock Purchase Agreement and Share • October 28th, 2003 • Wireless Holdings Inc • Florida
NEW GENERATION BIOFUELS HOLDINGS, INC. SUBSCRIPTION AGREEMENT
Subscription 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:

SUBSCRIPTION AGREEMENT
Subscription Agreement • February 7th, 2011 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • 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”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 3rd, 2010 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), made as of February ___, 2010 (the “Effective Date”), by and between New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), and each of the persons and entities listed on Exhibit A attached hereto (the “Holders”).

H2DIESEL HOLDINGS, INC. Form of Independent Director Stock Option Agreement
Stock Option Agreement • February 21st, 2007 • H2Diesel Holdings, Inc • Telephone communications (no radiotelephone) • Florida
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • January 11th, 2008 • H2Diesel Holdings, Inc • Industrial organic chemicals • Florida

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”), is entered into on December 18, 2007, by and between H2Diesel Holdings, Inc., a Delaware corporation (the “Company”), and Cary Claiborne (the “Executive”).

NEW GENERATION BIOFUELS HOLDINGS, INC. WARRANT TO PURCHASE COMMON STOCK
New Generation Biofuels Holdings, Inc • May 6th, 2010 • Industrial organic chemicals • New York

THIS WARRANT IS TO CERTIFY THAT, (the “Purchaser”), is entitled to purchase from New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), ________ shares of the Company’s common stock, par value $.001 per share (the “Common Stock”), at the Exercise Price (as defined below).

EMPLOYMENT AGREEMENT
Employment Agreement • October 26th, 2006 • Wireless Holdings Inc • Telephone communications (no radiotelephone) • Florida

THIS EMPLOYMENT AGREEMENT (this “Agreement”), is entered into on May 5, 2006, by and between H2Diesel, Inc., a Delaware corporation (the “Company”), and Lee S. Rosen (the “Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • November 22nd, 2010 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • Florida

This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of October 9, 2010 (the “Effective Date”), by and among New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), and David H. Goebel, Jr. an individual (“Executive”), with respect to the following facts and circumstances:

TECHNOLOGY ACCESS AGREEMENT
Technology Access Agreement • October 26th, 2006 • Wireless Holdings Inc • Telephone communications (no radiotelephone)

This Technology Access Agreement (the “Agreement”) is made by and between H2Diesel, Inc., a Delaware corporation (hereinafter “H2Diesel”) and Xethanol Corporation, a Delaware corporation (hereinafter “Xethanol”), effective as of the 15th day of June, 2006 (the “Effective Date”).

AGREEMENT OF MERGER AND PLAN OF REORGANIZATION among WIRELESS HOLDINGS, INC. WIRELESS ACQUISITION HOLDINGS CORP. and H2DIESEL, INC. October 17, 2006
Agreement of Merger and Plan of Reorganization • October 18th, 2006 • Wireless Holdings Inc • Telephone communications (no radiotelephone) • Florida

THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into as of October 17, 2006, by and among WIRELESS HOLDINGS, INC., a Florida corporation (“Parent”), WIRELESS ACQUISITION HOLDINGS CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and H2DIESEL, INC., a Delaware corporation (the “Company”).

Palladium Capital Advisors, LLC New York, New York 10169 Tel (646) 485-7297 Fax (646) 390-6328 Email jp@palladiumcapital.com
New Generation Biofuels Holdings, Inc • August 18th, 2010 • Industrial organic chemicals • New York

This will confirm the understanding and agreement (the “Agreement”) between PALLADIUM CAPITAL ADVISORS, LLC, a Delaware limited liability company (“Palladium”), and NEW GENERATION BIOFUELS HOLDINGS, INC., a Florida corporation (the “Company”), as follows:

H2DIESEL HOLDINGS, INC. Stock Option Agreement
Stock Option Agreement • July 25th, 2008 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • Florida
STOCK PURCHASE AND TERMINATION AGREEMENT
Stock Purchase and Termination Agreement • October 10th, 2007 • H2Diesel Holdings, Inc • Industrial organic chemicals • New York

This Stock Purchase and Termination Agreement (the “Agreement”), dated as of October 5, 2007, is entered into by and among H2Diesel Holdings, Inc., a Florida corporation (“Holdings”), H2Diesel, Inc., a Delaware corporation and wholly-owned subsidiary of Holdings (“H2Diesel”), and Xethanol Corporation, a Delaware corporation (“Xethanol”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • March 31st, 2008 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • Florida

The undersigned hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased Shares of the Company.

NEW GENERATION BIOFUELS HOLDINGS, INC.
Restricted Stock Agreement • March 31st, 2009 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • Florida

New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), hereby grants shares of its common stock, $.001 par value (the “Stock”), to the Grantee named below, subject to the vesting conditions set forth in the attachment. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2007 Omnibus Incentive Plan (the “Plan”).

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ADDENDUM TO EXCLUSIVE LICENSE AGREEMENT
Exclusive License Agreement • April 7th, 2009 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals

THIS ADDENDUM TO EXCLUSIVE LICENSE AGREEMENT (this “Addendum”) is entered into on this 30th day of March, 2009 (the “Addendum Effective Date”), by and between PTJ Bioenergy Holdings Ltd., a company organized and existing under the laws of the Republic of Cyprus (“Licensor”) and New Generation Biofuels, Inc., a Delaware corporation (formerly known as H2Diesel, Inc.), having its principal offices located at 1000 Primera Blvd., Suite 3130, Lake Mary, Florida, 32746 (the “Licensee”).

NEW GENERATION BIOFUELS HOLDINGS, INC.
Non-Qualified Stock Option Agreement • March 31st, 2009 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals

New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.001 par value, (the “Stock”) to the optionee named below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively the “Agreement”), and in the Company’s 2007 Omnibus Incentive Plan (the “Plan”).

SEPARATION AGREEMENT
Separation Agreement • October 19th, 2007 • H2Diesel Holdings, Inc • Industrial organic chemicals • Florida

THIS SEPARATION AGREEMENT (this “Agreement”) is entered into as of October 19, 2007 (the “Effective Date”), by and between H2Diesel Holdings, Inc. (the “Company”) and Michael Burstein (the “Executive”). Capitalized terms not otherwise defined herein have the meanings set forth in the Employment Agreement (as defined below).

Re: Amendment No. 6 (“Amendment No. 6) to the Exclusive License Agreement, dated March 20, 2006 and as amended September 11, 2006, December 13, 2006, November 3, 2007, November 9, 2007 and February 20, 2008 between Ferdinando Petrucci (“Petrucci”) and...
New Generation Biofuels Holdings, Inc • March 31st, 2008 • Industrial organic chemicals

Please acknowledge your agreement that the License Agreement is further amended as follows, by executing this Amendment No. 6 to the License Agreement in the space provided below:

Re: Amendment No. 1 (“Amendment No. 1) to the Stock Purchase and Termination Agreement, dated October 5, 2007, by and between Xethanol Corporation, H2Diesel Holdings, Inc. (“Holdings”) and H2Diesel, Inc. (“H2Diesel”), a wholly owned subsidiary of...
H2Diesel Holdings, Inc • November 14th, 2007 • Industrial organic chemicals

Please acknowledge your agreement that the Termination Agreement is amended as follows, by executing this Amendment No. 1 to the Termination Agreement in the space provided below:

NOTE AND WARRANT PURCHASE AGREEMENT
Note and Warrant Purchase Agreement • May 6th, 2010 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • New York

THIS NOTE AND WARRANT PURCHASE AGREEMENT (this “Agreement”), dated as of _____, 2010 (the “Effective Date”), is entered into by and between New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), and the persons named on Schedule I attached hereto (each a “Purchaser” and collectively the “Purchasers”) that are signatories to this Agreement and any Additional Purchaser (as defined below) that executes a Joinder Agreement in the form attached hereto as Exhibit A.

H2DIESEL HOLDINGS, INC.
Non-Qualified Stock Option Agreement • March 31st, 2008 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals

H2Diesel Holdings, Inc., a Florida corporation (the “Company”), hereby grants an option to purchase shares of its common stock, $.001 par value, (the “Stock”) to the optionee named below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively the “Agreement”), and in the Company’s 2007 Omnibus Incentive Plan (the “Plan”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 26th, 2006 • Wireless Holdings Inc • Telephone communications (no radiotelephone) • Florida

This Indemnification Agreement (this “Agreement”), made as of October 20, 2006, among Wireless Holdings, Inc., a Florida corporation (the “Company”) and Joseph Hess (the “Indemnitee” or “Director”).

Re: Amendment No. 4 (“Amendment No. 4) to the Exclusive License Agreement, dated March 20, 2006 and as amended September 11, 2006, December 13, 2006 and November 3, 2007 between Ferdinando Petrucci (“Petrucci”) and H2Diesel, Inc. (“H2”) (as amended,...
H2Diesel Holdings, Inc • November 14th, 2007 • Industrial organic chemicals

Please acknowledge your agreement that the License Agreement is further amended as follows, by executing this Amendment No. 4 to the License Agreement in the space provided below:

NEW GENERATION BIOFUELS HOLDINGS, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • July 23rd, 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:

INDIRECT DEALER AGREEMENT
Indirect Dealer Agreement • February 2nd, 2004 • Wireless Holdings Inc • Non-operating establishments • Texas
NEW GENERATION BIOFUELS HOLDINGS, INC. WARRANT TO PURCHASE COMMON STOCK
New Generation Biofuels Holdings, Inc • March 31st, 2008 • Industrial organic chemicals • Florida

THIS WARRANT IS TO CERTIFY THAT, _________________ (the “Purchaser”), is entitled to purchase from New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), ________________ shares of the Company’s common stock, par value $.001 per share (the “Common Stock”), at the Exercise Price (as defined below).

Amendment 2 to Non-exclusive Placement Agent Agreement
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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