3,275,333 Shares of Common Stock and Warrants to Purchase up to 655,066 Shares of Common Stock NEW GENERATION BIOFUELS HOLDINGS, INC. PLACEMENT AGENT AGREEMENT July 22, 2009Agent Agreement • July 23rd, 2009 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • New York
NEW GENERATION BIOFUELS HOLDINGS, INC. SUBSCRIPTION AGREEMENTSubscription 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:
ContractPurchase Common Stock • July 23rd, 2009 • New Generation Biofuels Holdings, Inc • Industrial organic chemicals • New York
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY OTHER SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, OR (2) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
