Exhibit 2.1 AGREEMENT AND PLAN OF REORGANIZATIONAgreement and Plan of Reorganization • September 24th, 2002 • Bongiovi Entertainment Inc • Radio broadcasting stations • Florida
DATED NOVEMBER 29, 2005 (1) NEWGEN TECHNOLOGIES INC (2) NEWGEN FUEL TECHNOLOGIES LTD TECHNOLOGY LICENCE & DEVELOPMENT AGREEMENTAgreement • December 6th, 2005 • NewGen Technologies, Inc • Petroleum refining • England and Wales
WARRANTBongiovi Entertainment Inc • August 4th, 2005 • Radio broadcasting stations
ARTICLE 1.Security Agreement • January 30th, 2006 • NewGen Technologies, Inc • Petroleum refining • New Jersey
WITNESSETHShare Exchange Agreement • August 4th, 2005 • Bongiovi Entertainment Inc • Radio broadcasting stations • Nevada
WITNESSETH ----------Securities Purchase Agreement • February 16th, 2006 • NewGen Technologies, Inc • Petroleum refining • New Jersey
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • August 4th, 2005 • Bongiovi Entertainment Inc • Radio broadcasting stations
DATED NOVEMBER 29, 2005 (1) NEWGEN TECHNOLOGIES INC (2) AG GLOBAL PARTNERS LIMITED (3) NEWGEN FUEL TECHNOLOGIES LIMITED JOINT VENTURE AGREEMENT TABLE OF CONTENTSJoint Venture Agreement • December 6th, 2005 • NewGen Technologies, Inc • Petroleum refining
No. CCP-1 $2,200,000 NEWGEN TECHNOLOGIES, INC. Secured Convertible Debenture Due January 24, 2009 This Secured Convertible Debenture (the "Debenture") is issued by NEWGEN TECHNOLOGIES, INC., a Nevada corporation (the "Obligor"), to CORNELL CAPITAL...NewGen Technologies, Inc • January 30th, 2006 • Petroleum refining
ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF SELLERAsset Purchase and Sale Agreement • June 23rd, 2004 • Bongiovi Entertainment Inc • Radio broadcasting stations • Nevada
INVESTOR REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 24, 2006, by and among NEWGEN TECHNOLOGIES, INC., a Nevada corporation (the "Company"), and the undersigned investors listed on Schedule...Investor Registration Rights Agreement • January 30th, 2006 • NewGen Technologies, Inc • Petroleum refining • New Jersey
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 19th, 2007 • NewGen Technologies, Inc • Petroleum refining • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 13, 2007, by and among NEWGEN TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
OFLimited Liability Company Agreement • November 16th, 2005 • NewGen Technologies, Inc • Petroleum refining • Delaware
ARTICLE 1.Subsidiary Security Agreement • January 30th, 2006 • NewGen Technologies, Inc • Petroleum refining • New Jersey
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 19th, 2007 • NewGen Technologies, Inc • Petroleum refining • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 13, 2007, by and among NEWGEN TECHNOLOGIES, INC., a Nevada corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).
AMENDMENT TO AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • April 21st, 2006 • NewGen Technologies, Inc • Petroleum refining
ARTICLE 1Share Exchange Agreement • August 4th, 2000 • Interruption Television Inc • Radio broadcasting stations • Nevada
STOCK PURCHASE AGREEMENT by and among APPALACHIAN OIL COMPANY, INC. JAMES R. MACLEAN SARA G. MACLEAN THE LINDA R. MACLEAN IRREVOCABLE TRUST JEFFREY H. BENEDICT REFUEL AMERICA ACQUISITION CORPORATION and NEWGEN TECHNOLOGIES, INC. January 16, 2006Stock Purchase Agreement • January 17th, 2007 • NewGen Technologies, Inc • Petroleum refining • Tennessee
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the "Agreement") is made and entered into as of the date on the signature page hereof, by and among NewGen Technologies, Inc., a Nevada corporation (the "Company"), and the "Investor"...Registration Rights Agreement • August 25th, 2005 • Bongiovi Entertainment Inc • Radio broadcasting stations • New York
ARTICLE 1.Subsidiary Security Agreement • January 30th, 2006 • NewGen Technologies, Inc • Petroleum refining • New Jersey
LOCK UP AGREEMENTLock Up Agreement • March 19th, 2007 • NewGen Technologies, Inc • Petroleum refining
The undersigned hereby agrees that for a period commencing on March 13, 2007 and expiring on the date thirty (30) days after the date that all amounts owed to Cornell Capital Partners, LP (the “Buyer”), under the Secured Convertible Debentures issued to the Buyer pursuant to the Securities Purchase Agreement between NewGen Technologies, Inc. (the “Company”) and the Buyer dated March 13, 2007 have been paid (the “Lock-up Period”), he, she or it will not, directly or indirectly, without the prior written consent of the Buyer, issue, offer, agree or offer to sell, sell, grant an option for the purchase or sale of, transfer, pledge, assign, hypothecate, distribute or otherwise encumber or dispose of any securities of the Company, including common stock or options, rights, warrants or other securities underlying, convertible into, exchangeable or exercisable for or evidencing any right to purchase or subscribe for any common stock (whether or not beneficially owned by the undersigned), or a
EXHIBIT 10.1 THE SECURITIES DESCRIBED IN THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF CERTAIN STATES, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR...Bongiovi Entertainment Inc • July 8th, 2004 • Radio broadcasting stations • Florida
SETTLEMENT AGREEMENT AND GENERAL RELEASESettlement Agreement and General Release • September 1st, 2006 • NewGen Technologies, Inc • Petroleum refining • North Carolina
This Settlement Agreement and General Release (“Agreement” or “General Release”) is entered into by Plaintiff John King, and on behalf of his agents, representatives, heirs, estate, executors, administrators, successors, and/or assigns (collectively referred to as “King” or “Plaintiff”) and Defendants NewGen Technologies, Inc. (“NewGen” or the “Company”) and Refuel America, Inc. (“Refuel”) and ICF Industries, Inc. (“ICF”) and their past or present predecessors, successors, assigns, affiliates, parents, subsidiaries, related companies, partners, benefit plans, directors, shareholders, members, officers, agents, attorneys, employees, servants, and insurers (hereinafter collectively referred to as “Defendants”) for the purposes of forever releasing Defendants from any and all claims which Plaintiff has, may have or may have had against Defendants and releasing Plaintiff from any and all claims which Defendants have, may have or may have had against Plaintiff.
WITNESSETHSecurities Purchase Agreement • January 30th, 2006 • NewGen Technologies, Inc • Petroleum refining • New Jersey
IRREVOCABLE TRANSFER AGENT INSTRUCTIONS March 13, 2007NewGen Technologies, Inc • March 19th, 2007 • Petroleum refining
This letter shall serve as our irrevocable authorization and direction to Integrity Stock Transfer (the “Transfer Agent”) to do the following:
SETTLEMENT AGREEMENTSettlement Agreement • July 30th, 2007 • NewGen Technologies, Inc • Petroleum refining
This SETTLEMENT AGREEMENT (this "Agreement") is entered into by and between Titan Global Holdings, Inc. (“Titan”), Frank Crivello (“Crivello”), and NewGen Technologies, Inc. (“NewGen”) (collectively, the “Parties”).
CONTRACT OF SALE THIS CONTRACT OF SALE ("Contract") dated as of the 28th day of September, 2005, by and among Crown Central LLC, a Maryland limited liability company with a mailing address of 1 North Charles Street, Baltimore, Maryland 21201,...Contract of Sale • October 3rd, 2005 • NewGen Technologies, Inc • Petroleum refining
