Attached files
| file | filename |
|---|---|
| 8-K - New Generation Biofuels Holdings, Inc | v210296_8k.htm |
| EX-4.3 - New Generation Biofuels Holdings, Inc | v210296_ex4-3.htm |
| EX-4.2 - New Generation Biofuels Holdings, Inc | v210296_ex4-2.htm |
| EX-4.1 - New Generation Biofuels Holdings, Inc | v210296_ex4-1.htm |
| EX-99.1 - New Generation Biofuels Holdings, Inc | v210296_ex99-1.htm |
| EX-10.1 - New Generation Biofuels Holdings, Inc | v210296_ex10-1.htm |
| EX-10.2 - New Generation Biofuels Holdings, Inc | v210296_ex10-2.htm |
AMENDMENT
4
TO
NON-EXCLUSIVE PLACEMENT AGENT AGREEMENT
THIS
FOURTH AMENDMENT (the “Amendment”) to that certain Non-Exclusive Placement Agent
Agreement dated August 11, 2010, as amended September 22, 2010, October 4, 2010,
and November 1, 2010 (the “Agreement”), by and between PALLADIUM CAPITAL
ADVISORS, LLC, a Delaware limited liability company (“Palladium”), and NEW
GENERATION BIOFUELS HOLDINGS, INC., a Florida corporation (the “Company,” and
together with Palladium, the “Parties”), is effective as of this ____ day of
January [•], 2011 (the “Effective Date”). Unless otherwise defined
herein, all capitalized terms shall be given their respective meanings as set
forth in the Agreement.
WHEREAS, the Company intends to
complete an original, nonpublic issuance of (i) up to $1,000,000 principal
amount of Secured Promissory Notes of the Company (the “Notes”), convertible
into shares of the Company’s Common Stock, and (ii) Class A Common Stock
Purchase Warrants and (iii) Class B Common Stock Purchase Warrants
(collectively, the “Warrants”) to purchase shares of the Company’s Common Stock
(the “Warrant Shares”) (collectively, the “Offering”);
WHEREAS,
the Company desires to appoint Palladium to act as the Company’s non-exclusive
placement agent for the Offering and Palladium accepts the appointment to act as
the Company’s non-exclusive placement agent for the Offering ; and
WHEREAS, the Parties desire to amend
the Agreement as set forth below.
NOW, THEREFORE, in consideration of the
mutual agreements set forth herein, and for other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties hereby
agree as follows:
Section
1. Effective as of the Effective Date, Paragraph
4(a) of the Agreement shall be amended and restated 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”), three percent (3%) in cash and four percent (4%) in
cashless warrants exercisable for shares of the Company’s Common Stock, of the
proceeds received by the Company from such Investors introduced by
Palladium.”
Section
2. All other provisions of the Agreement
remain unchanged and are incorporated herein by reference.
[Signature
page to follow]
IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be executed the day and year first set forth
above.
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PALLADIUM
CAPITAL ADVISORS, LLC
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By:
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Joel
Padowitz, Chief Executive Officer
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NEW
GENERATION BIOFUELS HOLDINGS, INC.
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| By: | |||
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Mr.
Dane Saglio, Chief Financial Officer
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[Signature
page to Amendment 4 to Non-Exclusive Placement Agent Agreement]