Form of Amendment 1 to Non-exclusive Placement Agent Agreement
Form of
Amendment
1
to Non-exclusive Placement
Agent Agreement
Whereas
the there exists a Non-Exclusive Placement Agent Agreement dated August 12, 2010
(the “Agreement”) between PALLADIUM CAPITAL ADVISORS, LLC, a Delaware limited
liability company (“Palladium”), and NEW GENERATION BIOFUELS HOLDINGS, INC., a
Florida corporation (the “Company”)and,
Whereas
there is a mutual desire to amend the Agreement,
The
Parties agree as follows, effective as of September 22, 2010, the date of this
amendment, that Paragraph 4(a) of the Agreement shall be replaced in its
entirety with the following:
Paragraph
4. (a) The
Company agrees to pay Palladium, upon the culmination of each Transaction with
Investors (each, a “Closing”), 7%, in shares of the Company’s Common Stock, of
the proceeds received by the Company from such Investors introduced by
Palladium. Shares of Common Stock payable hereunder by the Company to Palladium
shall be issued at the same time on or about the same time as those issued to
the Investors. .
All other
provisions of the Agreement remain unchanged and are incorporated herein by
reference.
PALLADIUM
CAPITAL ADVISORS, LLC
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By:
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Xxxx
Xxxxxxxx, Chief Executive
Officer
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ACCEPTED
AND AGREED
AS OF THE
DATE FIRST
ABOVE
WRITTEN:
By:
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Xx.
Xxxx Xxxxxx, Chief Financial
Officer
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