Schedule 13D Amendment

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Bl5ZuIv0gt70dSG1ib5tJi7AZlvB/mGoI9FyDy1SdfvkMrdgZH7nV7a9Y4dFpIko m5PgvL75ZK88asVPN1YsmQ== 0000950123-10-056784.txt : 20100609 0000950123-10-056784.hdr.sgml : 20100609 20100609092908 ACCESSION NUMBER: 0000950123-10-056784 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 20100609 DATE AS OF CHANGE: 20100609 GROUP MEMBERS: 2020 ENERGY, LLC GROUP MEMBERS: ABRAHAM JACOBI SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: New Generation Biofuels Holdings, Inc CENTRAL INDEX KEY: 0001268236 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 260067474 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81718 FILM NUMBER: 10886092 BUSINESS ADDRESS: STREET 1: 5850 WATERLOO ROAD STREET 2: SUITE 140 CITY: COLUMBIA STATE: MD ZIP: 21045 BUSINESS PHONE: (410) 480-8084 MAIL ADDRESS: STREET 1: 5850 WATERLOO ROAD STREET 2: SUITE 140 CITY: COLUMBIA STATE: MD ZIP: 21045 FORMER COMPANY: FORMER CONFORMED NAME: H2Diesel Holdings, Inc DATE OF NAME CHANGE: 20061128 FORMER COMPANY: FORMER CONFORMED NAME: WIRELESS HOLDINGS INC DATE OF NAME CHANGE: 20031027 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 2020 Energy, LLC CENTRAL INDEX KEY: 0001459354 IRS NUMBER: 264479936 STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2600 N. CENTRAL AVENUE STREET 2: SUITE 1702 CITY: PHOENIX STATE: AZ ZIP: 85004 BUSINESS PHONE: 917-715-2403 MAIL ADDRESS: STREET 1: 2600 N. CENTRAL AVENUE STREET 2: SUITE 1702 CITY: PHOENIX STATE: AZ ZIP: 85004 SC 13D/A 1 c02182sc13dza.htm SCHEDULE 13D AMENDMENT Schedule 13D Amendment

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 2 )*

New Generation Biofuels Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

644461105

(CUSIP Number)

Mr. Abraham Jacobi
2020 Energy, LLC
2600 N. Central Avenue
Phoenix, Arizona 85004
Telephone (718) 707-9300

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

April 30, 2010

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No.		644461105


1	NAMES OF REPORTING PERSONS 2020 Energy, LLC 26-4479936


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)



5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	Arizona

		7	SOLE VOTING POWER

NUMBER OF			9,501,300

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			9,501,300

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	9,501,300

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	25% (1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	OO

(1) Based on 35,773,286 shares outstanding at May 14, 2010, as disclosed by the Issuer in its Quarterly Report on Form 10-Q, filed on May 17, 2010.


CUSIP No.		644461105


1	NAMES OF REPORTING PERSONS Abraham Jacobi


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) o

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)



5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			9,611,810

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			9,611,810

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	9,611,810

12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	25.3% (1)

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN

(1) Based on 35,773,286 shares outstanding at May 14, 2010, as disclosed by the Issuer in its Quarterly Report on Form 10-Q, filed on May 17, 2010

2020 Energy, LLC (“2020 Energy”) and Abraham Jacobi (“Jacobi”) hereby amend and supplement the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2009, as amended by Amendment No. 1 filed with the SEC on April 3, 2009 (the “Schedule”).

This Schedule relates to the common stock, par value $0.001 per share (the “Common Stock”), of New Generation Biofuels Holdings, Inc., a Florida corporation formerly named H2Diesel Holdings, Inc. (the “Company”).

“Item 3. Source and Amount of Funds or Other Consideration.

Item 3 of the Schedule is hereby amended by inserting the following text as the last two full paragraphs thereof:

“On June 29, 2009, the Company issued 2020 Energy a warrant to purchase 200,000 shares of Common Stock as consideration for the waiver by 2020 Energy of certain anti-dilution protection previously granted in the 2020 Warrant (as defined below) (the “Additional 2020 Warrant”). The June 2009 Warrant is exercisable at a purchase price of $.90 per share, subject to adjustment in accordance with the terms of the Additional 2020 Warrant.

On September 30, 2009, the Warrant to Purchase Common Stock, dated March 30, 2009, issued by the Company to 2020 Energy in the private placement discussed above (the “2020 Warrant”) became exercisable. Accordingly, 2020 Energy may purchase up to 2,000,000 shares of Common Stock pursuant to the 2020 Warrant at a purchase price of $.90 per share, subject to adjustment in accordance with the terms of the 2020 Warrant.

On May 9, 2010, (i) the shares of Preferred Stock owned by Jacobi were automatically converted, in accordance with the terms of the Series A Stock, into 62,500 shares of Common Stock and (ii) 659 shares of Common Stock were issued to Jacobi as dividends on the Preferred Stock. An aggregate of 16,760 shares of Common Stock were issued to Jacobi as dividends on the Series A Stock from May 9, 2007 through May 9, 2010.

The foregoing descriptions of the 2020 Warrant and the Additional 2020 Warrant are qualified in their entirety by reference to the full text of such documents, which documents are exhibits to this Schedule.”

“Item 5. Interest in Securities of the Issuer.

Item 5(a) of the Schedule is hereby amended by deleting the existing text and inserting the following text in its stead:

“(a) 2020 Energy beneficially owns (as defined by Rule 13d-3 under the Act) 9,501,300 shares, or 25% of the shares, of Common Stock outstanding as of May 14, 2010. Jacobi beneficially owns (as defined by Rule 13d-3 under the Act) 9,611,810 shares, or 25.3% of the shares, of Common Stock outstanding as of May 14, 2010. Of such shares, (i) 31,250 shares are issuable upon the exercise of the Warrant, (ii) 2,000,000 shares are issuable pursuant to the 2020 Warrant and (iii) 200,000 shares are issuable pursuant to the Additional 2020 Warrant. By virtue of his ownership of 2020 Energy, Jacobi is deemed to beneficially own the shares of Common Stock owned by and issuable to 2020 Energy.”

Item 5(b) of the Schedule is hereby amended by deleting the existing text and inserting the following text in its stead:

“(b) 2020 Energy has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of 9,501,300 shares of Common Stock. Jacobi, directly and by virtue of his ownership of 2020 Energy, has sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of 9,611,810 shares of Common Stock.”

Item 5(c) of the Schedule is hereby amended by deleting the existing text and inserting the following text in its stead:

“(c) Except for the (i) 1,521 shares of Common Stock issued as dividends on the Preferred Stock on March 31, 2010, (ii) 659 shares of Common Stock issued as dividends on the Preferred Stock on May 9, 2010 and (iii) 62,500 shares of Common Stock issued upon conversion of the Preferred Stock, neither 2020 Energy nor Jacobi effected any transaction in the Common Stock during the past sixty days.”

“Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule is hereby amended by deleting the existing text and inserting the following text in its stead:

“The information set forth under Item 3 of this Statement is incorporated herein by reference.

On April 30, 2010, the Company completed a private placement of 90-day secured convertible notes and warrants (the “Company Offering”). At the request of the Company, 2020 Energy entered into the Pledge Agreement, dated as of April 30, 2010, with David L. Frydrych and Porter Partners, L.P. (the “Pledge Agreement”). Pursuant to the Pledge Agreement, 2020 Energy pledged an aggregate of 1,230,000 shares of Common Stock to secure payment of the notes issued in the Company Offering (the “Notes”). 2020 Energy retains the right to vote the pledged shares so long as no event of default under the Notes shall have occurred and be continuing,

As consideration for entering into the Pledge Agreement, the Company and 2020 Energy entered into a Reimbursement Agreement, dated as of April 30, 2010 (the “Reimbursement Agreement”). The Reimbursement Agreement provides that after (i) the occurrence of an event of default on the Notes that remains uncured by the Company beyond any cure period provided in the Notes and (ii) a transfer of the pledged shares to the secured parties pursuant to the Pledge Agreement, the Company will reimburse 2020 Energy for the pledged shares by issuing to 2020 Energy a number of shares of Common Stock equal to the number of pledged shares so transferred.

Other than the Warrant, the 2020 Warrant, the Additional 2020 Warrant, the Pledge Agreement and the Reimbursement Agreement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between 2020 Energy and/or Jacobi and any other person with respect to any securities of the Company.

The foregoing descriptions of the Pledge Agreement and the Reimbursement Agreement are qualified in their entirety by reference to the full text of such documents, which documents are exhibits to this Schedule.”

“Item 7. Material To Be Filed As Exhibits.

Item 7 of the Schedule is hereby amending by inserting the following text thereto:


“Exhibit 4		New Generation Biofuels Holdings, Inc. Warrant to Purchase Common Stock, dated March 30, 2009.

Exhibit 5		New Generation Biofuels Holdings, Inc. Warrant to Purchase Common Stock, dated June 29, 2009.

Exhibit 6		Warrant Waiver Agreement, dated as of June 29, 2009, by and among New Generation Biofuels Holdings, Inc. and 2020 Energy, LLC.

Exhibit 7		Pledge Agreement, dated as of April 30, 2010, by and among 2020 Energy, LLC, David L. Frydrych and Porter Partners, L.P.

Exhibit 8		Reimbursement Agreement, dated as of April 30, 2010, by New Generation Biofuels Holdings, Inc. in favor of 2020 Energy LLC.”

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

June 8, 2010


	2020 ENERGY, LLC
	By:	/s/ Abraham Jacobi
		Abraham Jacobi
		Manager

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

June 8, 2010



	/s/ Abraham Jacobi
	Abraham Jacobi

EXHIBIT INDEX


Exhibit 4		New Generation Biofuels Holdings, Inc. Warrant to Purchase Common Stock, dated March 30, 2009.

Exhibit 5		New Generation Biofuels Holdings, Inc. Warrant to Purchase Common Stock, dated June 29, 2009.

Exhibit 6		Warrant Waiver Agreement, dated as of June 29, 2009, by and among New Generation Biofuels Holdings, Inc. and 2020 Energy, LLC.

Exhibit 7		Pledge Agreement, dated as of April 30, 2010, by and among 2020 Energy, LLC, David L. Frydrych and Porter Partners, L.P.

Exhibit 8		Reimbursement Agreement, dated as of April 30, 2010, by New Generation Biofuels Holdings, Inc. in favor of 2020 Energy LLC.

EX-99.4 2 c02182exv99w4.htm EXHIBIT 4 Exhibit 4

Exhibit 4

2020 Energy, LLC Warrant
$0.90 Warrant

THIS WARRANT AND THE SECURITIES REPRESENTED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT UNDER THE ACT IS IN EFFECT AS TO THESE SECURITIES OR (2) THERE IS AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION, THAT AN EXEMPTION THEREFROM IS AVAILABLE.

NEW GENERATION BIOFUELS HOLDINGS, INC.
WARRANT
TO PURCHASE COMMON STOCK

Issue Date: March 30, 2009

THIS WARRANT IS TO CERTIFY THAT, 2020 Energy, LLC (the “Purchaser”), is entitled to purchase from New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), 2,000,000 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”), at the Exercise Price (as defined below).

Section 1. Certain Definitions.

As used in this Warrant, unless the context otherwise requires:

“Exercise Price” shall mean $0.90 per share, as adjusted from time to time pursuant to Section 3 hereof.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Warrant” shall mean this Warrant and all additional or new warrants issued upon division or combination of, or in substitution for, this Warrant. All such additional or new warrants shall at all times be identical as to terms and conditions and date, except as to the number of shares of Warrant Stock for which they may be exercised.

“Warrantholder” shall mean the Purchaser, as the initial holder of this Warrant, and its nominees, successors or assigns, including any subsequent holder of this Warrant to whom it has been legally transferred.

“Warrant Stock” shall mean the shares of the Company’s Common Stock purchasable by the holder of this Warrant upon the exercise of this Warrant.

Section 2. Exercise of Warrant.

(a) At any time after the six month anniversary of the Issue Date but prior to the fifth anniversary of the Issue Date (the “Expiration Date”), the Purchaser may at any time and from time to time exercise this Warrant, in whole or in part.

(b) (i) The Warrantholder shall exercise this Warrant by means of delivering to the Company at its office identified in Section 14 hereof (i) a written notice of exercise, including the number of shares of Warrant Stock to be delivered pursuant to such exercise, (ii) this Warrant and (iii) payment equal to the Exercise Price in accordance with Section 2(b)(ii). In the event that any exercise shall not be for all shares of Warrant Stock purchasable hereunder, a new Warrant registered in the name of the Warrantholder, of like tenor to this Warrant and for the remaining shares of Warrant Stock purchasable hereunder, shall be delivered to the Warrantholder within ten (10) days after any such exercise. Such notice of exercise shall be in the Subscription Form set out at the end of this Warrant.

(ii) The Warrantholder shall pay the Exercise Price to the Company either by cash, certified check to the order of the Company or wire transfer to an account specified by the Company. At any time after the six month anniversary of the Issue Date, in addition to the method of payment set forth in the immediately preceding sentence and in lieu of any cash payment required thereby, this Warrant may also be exercised at such time by means of a “cashless exercise” in which the Warrantholder shall be entitled to receive a certificate for the number of shares of Warrant Stock computed using the following formula:

X = Y (A-B)

	Where (X) =		the number of shares of Warrant Stock to be issued to the Warrantholder;

	(Y) =		the number of shares of Warrant Stock issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise;

	(A) =		the Market Price (as defined below); and

	(B) =		the Exercise Price of this Warrant, as adjusted from time to time.

Solely for the purposes of this paragraph, Market Price shall be calculated as of the Trading Day (defined for this purpose as any day on which the equity securities markets are generally open for trading) immediately preceding the date which the subscription form attached hereto is deemed to have been sent to the Company pursuant to Section 14 hereof (such preceding date, the “Valuation Date”). As used herein, the phrase “Market Price” shall mean (i) if the Warrant Stock is listed or admitted for trading on a national securities exchange, an automated quotation system or the Over the Counter Bulletin Board, the last reported sale price per share of the Warrant Stock on the Valuation Date, or, in case no such reported sale takes place on such day or is reported, then the average of the last reported per share bid and ask prices for shares of the Warrant Stock on such date (or if such bid and ask prices are not available on

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such date, the most recent preceding date), in either case as officially reported by such securities exchange, quotation system or Bulletin Board on which the Common Stock is listed or admitted to trading, (ii) if not so listed or admitted for trading, the fair market value of a share of the Warrant Stock as determined by the Company’s board of directors in good faith, or (iii) if such exercise is in connection with a merger or consolidation of the Company in which the Company is not the survivor or in which the Warrant Stock is exchanged for cash or other securities or a sale of all or substantially all of the assets of the Company (collectively, a “Sale”), the implied price per share of the Warrant Stock resulting from such Sale.

(c) Upon exercise of this Warrant and delivery of the Subscription Form with proper payment relating thereto, the Company shall cause to be executed and delivered to the Warrantholder a certificate or certificates representing the aggregate number of fully-paid and nonassessable shares of Warrant Stock issuable upon such exercise.

(d) All shares of Warrant Stock issuable upon the exercise of this Warrant in accordance with the terms hereof will not be registered with the SEC and will not be transferable or resalable by any subscribers except as permitted pursuant to registration or exemption under the Securities Act. Rule 144 provides that all non-affiliates who have held restricted securities of an SEC-reporting company for at least six months and have not had an affiliate relationship with the issuer during the preceding three months may sell their securities without restriction or limitation, other than that the issuer must be in compliance with the rule’s current public information requirements during the six months following satisfaction of the six-month holding period requirement. It also provides that all non-affiliates who have held restricted shares of an SEC-reporting company for more than one year, may freely sell the securities without regard to any Rule 144 conditions. The Company will undertake all reasonable efforts to comply with Rule 144’s current information requirement, including compliance with the filing and reporting requirements of section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”).

(e) The stock certificate or certificates for Warrant Stock to be delivered in accordance with this Section 2 shall be in such denominations as may be specified in said notice of exercise and shall be registered in the name of the Warrantholder or such other name or names as shall be designated in said notice. Such certificate or certificates shall be deemed to have been issued and the Warrantholder or any other person so designated to be named therein shall be deemed to have become the holder of record of such shares, including to the extent permitted by law the right to vote such shares or to consent or to receive notice as shareholders, as of the time said notice is delivered to the Company as aforesaid.

(f) The Company shall pay all expenses payable in connection with the preparation, issue and delivery of stock certificates under this Section 2; provided, however, that the Warrantholder shall be responsible for all transfer taxes resulting from the fact that any certificate issued in respect of Warrant Stock is not in the name of the Warrantholder.

(g) All shares of Warrant Stock issuable upon the exercise of this Warrant in accordance with the terms hereof shall be validly issued, fully paid and nonassessable, and free from all liens and other encumbrances thereon, other than liens or other encumbrances created by the Warrantholder or restrictions upon transfer under federal or state securities laws.

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(h) In no event shall any fractional share of Warrant Stock of the Company be issued upon any exercise of this Warrant. If, upon any exercise of this Warrant, the Warrantholder would, except as provided in this paragraph, be entitled to receive a fractional share of Warrant Stock, then the Company shall deliver in cash to such holder an amount equal to such fractional interest.

Section 3. Adjustment of Exercise Price and Warrant Stock.

(a) If, at any time prior to the Expiration Date, the number of outstanding shares of Common Stock is (i) increased by a stock dividend payable in shares of Warrant Stock or by a subdivision or split-up of shares of Common Stock, or (ii) decreased by a combination of shares of Common Stock, then, following the record date fixed for the determination of holders of Common Stock entitled to receive the benefits of such stock dividend, subdivision, split-up, or combination, the Exercise Price shall be adjusted to a new amount equal to the product of (A) the Exercise Price in effect on such record date, and (B) the quotient obtained by dividing (x) the number of shares of Warrant Stock into which this Warrant would be exercisable on such record date (without giving effect to the event referred to in the foregoing clause (i) or (ii)), by (y) the number of shares of Warrant Stock which would be outstanding immediately after the event referred to in the foregoing clause (i) or (ii), if this Warrant had been exercised immediately prior to such record date.

(b) Upon each adjustment of the Exercise Price as provided in Section 3(a), the Warrantholder shall thereafter be entitled to subscribe for and purchase, at the Exercise Price resulting from such adjustment, the number of shares of Warrant Stock equal to the product of (i) the number of shares of Warrant Stock into which this Warrant would be exercisable prior to such adjustment and (ii) the quotient obtained by dividing (A) the Exercise Price existing prior to such adjustment by (B) the new Exercise Price resulting from such adjustment.

(c) If, at any time prior to 15 months after the Closing Date, the Company issues any Additional Warrants with an Additional Warrant Exercise Price or Options with an Option Exercise Price less than the Exercise Price of this Warrant on the date of and immediately prior to such issuance, then the Exercise Price of this Warrant shall be reduced, concurrently with the issuance of such Additional Warrants or Options, to the Additional Warrant Exercise Price at which such Additional Warrants have been issued or the Option Exercise Price at which such Options have been issued, as the case may be.

The following definitions shall apply to this section:

“Additional Warrants” shall mean warrants to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities, which warrants are issued by the Company in a Financing Transaction.

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“Additional Warrant Exercise Price” shall mean, for any Additional Warrants, the price per share at which Common Stock is issuable upon exercise of such Additional Warrants, determined by dividing (i) the aggregate amount of consideration payable to the Company upon the exercise of such Additional Warrants, plus the total amount, if any, received or receivable by the Company as consideration for granting such Additional Warrants, plus, in the case of Additional Warrants which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof into Common Stock, by (ii) the total number of shares of Common Stock issuable upon the exercise of such Additional Warrants or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Additional Warrants (and in the case where more than one security is issued for a specified aggregate consideration, the consideration allocable to the Additional Warrants shall be reasonably determined by the Board of Directors of the Company).

“Closing Date” shall mean the date of the initial closing of the Company’s private placement of common stock and warrants in March 2009.

“Convertible Securities” shall mean evidence of indebtedness, preferred stock or other securities directly or indirectly convertible into or exchangeable for Common Stock.

“Employee Awards” shall mean the grant of shares of Common Stock or Convertible Securities (either restricted or unrestricted), options to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities, or other equity or equity-like rights granted or issued by the Company to employees, officers or directors of, or consultants or advisors to, the Company or any subsidiary pursuant to a plan or other arrangement adopted by the Board of Directors of the Company, contemplating (in the case of grants with an exercise price) that such grants generally would be made with exercise prices at least equal to fair market value as determined by the Board of Directors of the Company or the compensation or other committee thereof.

“Financing Transaction” shall mean a transaction commenced after the 2009 Common Stock Issue Date which provides financing to the Company in the amount of $1,000,000 or more in cash, excluding transactions in which (i) the only investors have, or following such transaction will have, substantive business relationships with the Company other than the ownership of securities of the Company or its subsidiaries, and (ii) the consideration received by the Company does not consist solely of cash. For the avoidance of doubt, transactions such as joint ventures, arrangements with the licensor of our proprietary technology, arrangements with customers or suppliers, acquisitions of property, loan transactions with commercial lenders, Shares Acquired from an Affiliate/Partner and the like where raising financing is not the primary purpose of the transaction (as evidenced by a reasonable determination of the Board of Directors of the Company) shall not be considered Financing Transactions.

“Option Exercise Price” shall mean, for any Options, the price per share for which Common Stock is issuable upon exercise of such Options, determined by dividing (i) the aggregate amount of consideration payable to the Company upon the exercise of such Options, plus the total amount, if any, received or receivable by the Company as consideration for the granting of such Options, plus, in the case of Options which relate to Convertible Securities, the aggregate amount of additional consideration, if any, payable upon the issue or sale of such Convertible Securities and upon the conversion or exchange thereof into Common Stock, by (ii) the total number of shares of Common Stock issuable upon the exercise of such Options or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Options (and in the case where more than one security is issued for a specified aggregate consideration, the consideration allocable to the Options shall be reasonably determined by the Board of Directors of the Company).

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“Options” shall mean shall mean options to subscribe for, purchase or otherwise acquire Common Stock or Convertible Securities granted or issued by the Company in a Financing Transaction, but excluding Employee Awards.

“Shares Acquired from Affiliate/Partner” means (i) shares which were acquired from any affiliate of the Corporation (which for this purpose shall include any holder of 10% or more of the Common Stock or other voting stock of the Corporation) or any strategic partner of the Corporation, or (ii) an equivalent number of shares of Common Stock issued or reserved for issuance where either all or part of the proceeds of such shares are used to acquire shares from any affiliate or any strategic partner of the Corporation or an equivalent number of treasury shares acquired from any affiliate or any strategic partner of the Corporation are retired substantially concurrently with or as an offset to such issuance or reservation of Common Stock.

Section 4. Division and Combination.

This Warrant may be divided or combined with other Warrants upon presentation at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Warrantholder or its agent or attorney. The Company shall pay all expenses in connection with the preparation, issue and delivery of Warrants under this Section 4. The Company agrees to maintain at its aforesaid office books for the registration of the Warrants.

Section 5. Reclassification, Etc.

In case of any reclassification or change of the outstanding Warrant Stock of the Company (other than as a result of a subdivision, combination or stock dividend), or in case of any consolidation of the Company with, or merger of the Company into, another corporation or other business organization (other than a consolidation or merger in which the Company is the continuing corporation and which does not result in any reclassification or change of the outstanding Common Stock of the Company) at any time prior to the Expiration Date, then, as a condition of such reclassification, reorganization, change, consolidation or merger, lawful provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Warrantholder, so that the Warrantholder shall have the right prior to the Expiration Date to purchase, at a total price not to exceed that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation or merger by a holder of the number of shares of Warrant Stock of the Company which might have been purchased by the Warrantholder immediately prior to such reclassification, reorganization, change, consolidation or merger, and in any such case appropriate provisions shall be made with respect to the rights and interest of the Warrantholder to the end that the provisions hereof (including provisions for the adjustment of the Exercise Price and of the number of shares purchasable upon exercise of this Warrant) shall thereafter be applicable in relation to any shares of stock and other securities and property thereafter deliverable upon exercise hereof.

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Section 6. Reservation and Authorization of Capital Stock.

The Company shall, at all times on and after the date hereof, reserve and keep available for issuance such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all outstanding Warrants.

Section 7. Rights of Shareholders.

Nothing contained herein shall be construed to confer upon the holder of this Warrant, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of stock, reclassification of stock, change of par value or change of stock to no par value, consolidation, merger, conveyance, or otherwise) or to receive notice of meetings, or to receive dividends or subscription rights or otherwise until the Warrant shall have been exercised and the certificates representing the Warrant Stock shall have been issued, as provided herein.

Section 8. Stock and Warrant Books.

The Company will not at any time, except upon dissolution, liquidation or winding up, close its stock books or warrant books so as to result in preventing or delaying the exercise of any Warrant.

Section 9. Limitation of Liability.

No provisions hereof, in the absence of affirmative action by the Warrantholder to purchase Warrant Stock hereunder, shall give rise to any liability of the Warrantholder to pay the Exercise Price or as a shareholder of the Company (whether such liability is asserted by the Company or creditors of the Company).

Section 10. Transfer

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proper evidence of succession, assignment, or authority to transfer. In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly authenticated evidence of his or its authority shall be produced. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the person entitled thereto. This Warrant may be exchanged, at the option of the Holder thereof, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate a like amount, upon surrender to the Company or its duly authorized agent. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person if, in the opinion of counsel to the Company, such transfer does not comply with the provisions of the Securities Act and the rules and regulations thereunder.

Section 11. Investment Representations; Restrictions on Warrant Stock.

The Warrantholder, by accepting this Warrant, covenants and agrees that, at the time of exercise hereof, and at the time of any proposed transfer of Warrant Stock acquired upon exercise hereof, unless a current registration statement under the Securities Act shall be in effect with respect to the Warrant Stock to be issued upon exercise of this Warrant, such Warrantholder will deliver to the Company a written statement that the securities acquired by the Warrantholder upon exercise hereof are for the account of the Warrantholder or are being held by the Warrantholder as trustee, investment manager, investment advisor or as any other fiduciary for the account of the beneficial owner or owners for investment and are not acquired with a view to, or for sale in connection with, any distribution thereof (or any portion thereof) and with no present intention (at any such time) of offering and distributing such securities (or any portion thereof). The Warrantholder agrees that certificates representing Warrant Stock may bear a legend substantially as follows:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE DISTRIBUTION THEREOF. THESE SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT IS IN EFFECT AS TO THESE SECURITIES OR (2) THERE IS AN OPINION OF COUNSEL, SATISFACTORY TO THE CORPORATION, THAT AN EXEMPTION THEREFROM IS AVAILABLE.

Section 12. Loss, Destruction of Warrant Certificates.

Upon receipt of evidence satisfactory to the Company of the loss, theft, destruction or mutilation of any warrant and, in the case of any such loss, theft or destruction, upon receipt of indemnity and/or security satisfactory to the Company or, in the case of any such mutilation, upon surrender and cancellation of such Warrant, the Company will make and deliver, in lieu of such lost, stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and representing the right to purchase the same aggregate number of shares of Warrant Stock.

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Section 13. Amendments.

The terms of this Warrant may be amended, and the observance of any term herein may be waived, but only with the written consent of the Company and the Warrantholder.

Section 14. Notices Generally.

Any notice, request, consent, other communication or delivery pursuant to the provisions hereof shall be in writing and shall be sent by one of the following means: (i) by registered or certified first class mail, postage prepaid, return receipt requested; (ii) by facsimile transmission with confirmation of receipt; (iii) by overnight courier service; or (iv) by personal delivery, and shall be properly addressed to the Warrantholder at the last known address or facsimile number appearing on the books of the Company, or, except as herein otherwise expressly provided, to the Company at its principal executive office at New Generation Biofuels Holdings, Inc., 1000 Primera Boulevard, Suite 3110, Lake Mary, Florida 32746, (Fax: (321) 257-1794), Attention: Cary J. Claiborne, Chief Financial Officer, or such other address or facsimile number as shall have been furnished to the party giving or making such notice, demand or delivery.

Section 15. Successors and Assigns.

This Warrant shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective permitted successors and assigns.

Section 16. Governing Law.

In all respects, including all matters of construction, validity and performance, this Warrant and the obligations arising hereunder shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida applicable to contracts made and performed in such State.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its duly authorized officer as of the date first written above.


	NEW GENERATION BIOFUELS HOLDINGS, INC.
	By:	/s/ Cary J. Clairborne

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2020 Energy, LLC Warrant
$0.90 Warrant

SUBSCRIPTION FORM

(to be executed only upon exercise of Warrant)


To:		New Generation Biofuels Holdings, Inc. 1000 Primera Boulevard, Suite 3110 Lake Mary, Florida 32746 Attn: Cary J. Claiborne, Chief Financial Officer or such other address notified by the Company to the Holder.

(1) The undersigned hereby elects to purchase shares of Warrant Stock of the Company pursuant to the terms of the attached Warrant, and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of (check applicable box):

	o		in lawful money of the United States; or

	o		the cancellation of such number of shares of Warrant Stock as is necessary, in accordance with the formula set forth in subsection 2(b), to exercise this Warrant with respect to the shares of Warrant Stock set forth above pursuant to the cashless exercise procedure set forth in subsection 2(b).

(3) Please issue a certificate or certificates representing said shares of Warrant Stock in the name of the undersigned or in such other name as is specified below:

The shares of Warrant Stock shall be delivered to the following:

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity:

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

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EX-99.5 3 c02182exv99w5.htm EXHIBIT 5 Exhibit 5

Exhibit 5

2020 Energy, LLC Warrant
$0.90 Warrant- Dilution waiver

NEW GENERATION BIOFUELS HOLDINGS, INC.
WARRANT
TO PURCHASE COMMON STOCK

Issue Date: June 29, 2009

THIS WARRANT IS TO CERTIFY THAT, 2020 Energy, LLC (the “Purchaser”), is entitled to purchase from New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), 200,000 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”), at the Exercise Price (as defined below).

Section 1. Certain Definitions.

As used in this Warrant, unless the context otherwise requires:

“Exercise Price” shall mean $0.90 per share, as adjusted from time to time pursuant to Section 3 hereof.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Warrant Stock” shall mean the shares of the Company’s Common Stock purchasable by the holder of this Warrant upon the exercise of this Warrant.

Section 2. Exercise of Warrant.

X = Y (A-B)
A

	Where (X) =		the number of shares of Warrant Stock to be issued to the Warrantholder;

	(Y) =		the number of shares of Warrant Stock issuable upon exercise of this Warrant in accordance with the terms of this Warrant by means of a cash exercise rather than a cashless exercise;

	(A) =		the Market Price (as defined below); and

	(B) =		the Exercise Price of this Warrant, as adjusted from time to time.

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Section 3. Adjustment of Exercise Price and Warrant Stock.

Section 4. Division and Combination.

Section 5. Reclassification, Etc.

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provision shall be made, and duly executed documents evidencing the same from the Company or its successor shall be delivered to the Warrantholder, so that the Warrantholder shall have the right prior to the Expiration Date to purchase, at a total price not to exceed that payable upon the exercise of this Warrant, the kind and amount of shares of stock and other securities and property receivable upon such reclassification, reorganization, change, consolidation or merger by a holder of the number of shares of Warrant Stock of the Company which might have been purchased by the Warrantholder immediately prior to such reclassification, reorganization, change, consolidation or merger, and in any such case appropriate provisions shall be made with respect to the rights and interest of the Warrantholder to the end that the provisions hereof (including provisions for the adjustment of the Exercise Price and of the number of shares purchasable upon exercise of this Warrant) shall thereafter be applicable in relation to any shares of stock and other securities and property thereafter deliverable upon exercise hereof.

Section 6. Reservation and Authorization of Capital Stock.

Section 7. Rights of Shareholders.

Section 8. Stock and Warrant Books.

The Company will not at any time, except upon dissolution, liquidation or winding up, close its stock books or warrant books so as to result in preventing or delaying the exercise of any Warrant.

Section 9. Limitation of Liability.

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Section 10. Transfer

This Warrant may be transferred only upon the written consent of the Company, which approval shall not be unreasonably withheld or delayed. Any Warrants issued upon the transfer of this Warrant shall be numbered and shall be registered in a Warrant Register as they are issued. The Company shall be entitled to treat the registered holder of any Warrant on the Warrant Register as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to, or interest in, such Warrant on the part of any other person, and shall not be liable for any registration of transfer of Warrants that are registered or to be registered in the name of a fiduciary or the nominee of a fiduciary unless made with the actual knowledge that a fiduciary or nominee is committing a breach of trust in requesting such registration or transfer, or with the knowledge of such facts that its participation therein amounts to bad faith. This Warrant shall be transferable only on the books of the Company upon delivery thereof duly endorsed by the Holder or by his duly authorized attorney or representative, or accompanied by proper evidence of succession, assignment, or authority to transfer. In all cases of transfer by an attorney, executor, administrator, guardian, or other legal representative, duly authenticated evidence of his or its authority shall be produced. Upon any registration of transfer, the Company shall deliver a new Warrant or Warrants to the person entitled thereto. This Warrant may be exchanged, at the option of the Holder thereof, for another Warrant, or other Warrants of different denominations, of like tenor and representing in the aggregate a like amount, upon surrender to the Company or its duly authorized agent. Notwithstanding the foregoing, the Company shall have no obligation to cause Warrants to be transferred on its books to any person if, in the opinion of counsel to the Company, such transfer does not comply with the provisions of the Securities Act and the rules and regulations thereunder.

Section 11. Investment Representations; Restrictions on Warrant Stock.

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Section 12. Loss, Destruction of Warrant Certificates.

Section 13. Amendments.

The terms of this Warrant may be amended, and the observance of any term herein may be waived, but only with the written consent of the Company and the Warrantholder.

Section 14. Notices Generally.

Section 15. Successors and Assigns.

This Warrant shall bind and inure to the benefit of and be enforceable by the parties hereto and their respective permitted successors and assigns.

Section 16. Governing Law.

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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed in its name by its duly authorized officer as of the date first written above.


	NEW GENERATION BIOFUELS HOLDINGS, INC.
	By:	/s/ Lee Rosen
		Lee Rosen, Chairman

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2020 Energy, LLC Warrant
$0.90 Warrant- Dilution waiver

SUBSCRIPTION FORM

(to be executed only upon exercise of Warrant)

To:

New Generation Biofuels Holdings, Inc.
1000 Primera Boulevard, Suite 3110
Lake Mary, Florida 32746
Attn: Cary J. Claiborne, Chief Financial Officer

or such other address notified by the Company to the Holder.

(2) Payment shall take the form of (check applicable box):

	o		in lawful money of the United States; or

	o		the cancellation of such number of shares of Warrant Stock as is necessary, in accordance with the formula set forth in subsection 2(b), to exercise this Warrant with respect to the shares of Warrant Stock set forth above pursuant to the cashless exercise procedure set forth in subsection 2(b).

(3) Please issue a certificate or certificates representing said shares of Warrant Stock in the name of the undersigned or in such other name as is specified below:

The shares of Warrant Stock shall be delivered to the following:

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity:

Signature of Authorized Signatory of Investing Entity:

Name of Authorized Signatory:

Title of Authorized Signatory:

Date:

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EX-99.6 4 c02182exv99w6.htm EXHIBIT 6 Exhibit 6

Exhibit 6

WARRANT WAIVER AGREEMENT

This WARRANT WAIVER AGREEMENT (the “Agreement”), dated as of June 29, 2009, is entered into by and among New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”), and the warrantholder (the “Warrantholder”, and together with the Company the “Parties”) identified on the signature page attached hereto.

RECITALS

WHEREAS, the Company issued the Warrantholder a warrant in March 2009 to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at an exercise price of $0.90 per share (the “Existing Warrant”);

WHEREAS, section 3(c) of the Existing Warrant provides that if the Company issues additional warrants in a financing transaction within fifteen (15) months of the effective date of the Existing Warrant with an exercise price less than $0.90 per share, the Company will reduce the exercise price of the Existing Warrant to the price of the warrants in the subsequent financing transaction (but the number of shares subject to the Existing Warrant will not change) (the “Antidilution Provision”);

WHEREAS, section 13 of the Existing Warrant provides that the terms of the Existing Warrant may be amended or waived upon written consent of the Company and the Warrantholder;

WHEREAS, in consideration for the Warrantholder’s consent to waive the Antidilution Provision, the Company has agreed to issue to the Warrantholder an additional warrant to purchase 10% of the shares of common stock issuable under the Existing Warrant at an exercise price of $0.90 per share; and

WHEREAS, the Company and Warrantholder desire to amend the Existing Warrant to waive the Antidilution Provision, to provide for the issuance of the Additional Warrant (as defined herein) and to effect the releases and other provisions contemplated hereby.

NOW THEREFORE, for good and adequate consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Warrantholder agree as follows:

TERMS

1. WAIVER, RELEASE AND CONSENT

1.1 Waiver and Release by Warrantholder. Warrantholder, on behalf of itself and its representatives, hereby irrevocably, unconditionally and forever, as of June 29, 2009 (i) waives and relinquishes any rights granted to it or its representatives pursuant to section 3(c) of the Existing Warrant, and (ii) releases and discharges the Company and its respective representatives from any and all manner of claims, liabilities and obligations whatsoever, whether known or unknown, accrued or not accrued, direct or indirect, in law or equity, arising from or relating to section 3(c) of the Existing Warrant (the “Waiver”).

1.2 Consent of the Company. Pursuant to section 13 of the Existing Warrant, the Company hereby consents to the Waiver.

2. ISSUANCE OF ADDITIONAL WARRANT

2.1 In consideration for the Warrantholder’s consent to the Waiver, the Company hereby agrees to issue to the Warrantholder an additional warrant to purchase 10% of the number of shares of the Company’s Common Stock issuable under the Existing Warrant at an exercise price of $0.90 per share (the “Additional Warrant”). Any fractional shares shall be rounded down to the nearest whole share. Other than the elimination of section 3(c) and the date of issuance, the form, terms and conditions of the Additional Warrant shall be the same as the Existing Warrant.

3. MISCELLANEOUS.

4.1 Entire Agreement. This Agreement sets forth the entire agreement and supersedes any and all prior agreements of the Parties with respect to the transactions set forth herein.

4.2 Amendment, Waiver. No change, amendment or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by the Parties, and no waiver of any provision of this Agreement shall be valid unless set forth in a written instrument signed by the Party subject to enforcement of such waiver.

4.3 Governing Law. The validity, construction and interpretation of this Agreement shall be governed by the laws of the State of New York, excluding any otherwise applicable rules of conflict that would cause the laws of another jurisdiction to apply.

4.4 Further Assurances. Each Party shall take such action (including, the execution, acknowledgment and delivery of documents) as may reasonably be requested by any other Party for the implementation or continuing performance of this Agreement.

4.5 Construction; Severability. In the event that any provision of this Agreement conflicts with the law under which this Agreement is construed or if any such provision is held invalid by a court with jurisdiction over the parties to this Agreement, (i) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (ii) the remaining terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect.

4.8 Section Headings. The section headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

4.9 Construction. The language used in this Agreement will be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any Party.

4.10 Counterparts; Facsimile. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document. This Agreement, and written amendments hereto, may be executed by facsimile.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.


NEW GENERATION BIOFUELS HOLDINGS, INC.
By:	/s/ Cary J. Clairborne
	Name:	Cary J. Claiborne
	Title:	President, Chief Executive Officer and Chief Financial Officer

WARRANTHOLDER: 2020 ENERGY, LLC
By:	/s/ Abraham Jacobi
	Name:	Abraham Jacobi
	Title:	Manager

EX-99.7 5 c02182exv99w7.htm EXHIBIT 7 Exhibit 7

Exhibit 7

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (this “Pledge Agreement”) dated as of April 30, 2010 is by and among 2020 Energy, LLC, an Arizona limited liability company (the “Pledgor”) and the parties identified as “Secured Parties” on the signature pages hereto and such other parties as may become Secured Parties hereunder after the date hereof (individually a “Secured Party,” and collectively the “Secured Parties”).

WHEREAS, New Generation Biofuels Holdings, Inc., a Florida corporation (the “Company”) has entered into a Note and Warrant Purchase Agreement (as amended, modified, supplemented and extended from time to time, the “Purchase Agreement”) dated as of the date hereof among the Company and the Secured Parties, as Purchasers;

WHEREAS, this Pledge Agreement secures the obligations of the Company to repay the Notes (as defined in the Purchase Agreement) as contemplated by Section 1.3 of the Purchase Agreement.

NOW, THEREFORE, in consideration of these premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Definitions.

(a) Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Purchase Agreement and the Notes.

(b) As used herein, the following terms shall have the meanings assigned thereto in the Uniform Commercial Code in effect in the State of New York on the date hereof: Accession, Financial Asset, Proceeds and Security.

“Pledged Shares” has the meaning provided in Section 2 hereof.

“Secured Obligations” means, without duplication, all of the obligations of the Company to pay amounts due under the Notes.

“UCC” means the Uniform Commercial Code.

2. Pledge and Grant of Security Interest. To secure the prompt payment and performance in full when due, whether by lapse of time, acceleration, mandatory prepayment or otherwise, of the Secured Obligations, the Pledgor hereby grants, pledges and assigns to each Secured Party a continuing security interest in any and all right, title and interest of the Pledgor in and to the following, whether now owned or existing or owned, acquired, or arising hereafter:

One hundred percent (100%) (or, if less, the full amount owned by the Pledgor) of the number of shares specified on Schedule 1 attached hereto of issued and outstanding capital stock of the Company owned by the Pledgor, together with the certificates (or other agreements or instruments), if any, representing such capital stock, and all options and other rights, contractual or otherwise, with respect thereto (collectively, together with all Proceeds of any and all of the foregoing, the “Pledged Shares”), including, but not limited to, the following:

(a) all dividends and distributions on any of the Pledged Shares, including all shares, securities, membership interests or other equity interests representing a dividend on any of the Pledged Shares, or representing a distribution or return of capital upon or in respect of the Pledged Shares, or resulting from a stock split, revision, reclassification or other exchange therefor, and any subscriptions, warrants, rights or options issued to the holder of, or otherwise in respect of, the Pledged Shares; and

(b) without affecting the obligations of the Pledgor under any provision prohibiting such action hereunder or under the Purchase Agreement, in the event of any consolidation or merger involving the Company in which the Company is not the surviving entity, all capital stock of the successor entity formed by or resulting from such consolidation or merger.

3. Financing Statements. The Pledgor authorizes the Secured Parties to file one or more financing statements or continuation statements, and amendments thereto, disclosing the Secured Parties’ security interest in the Pledged Shares. The Pledgor agrees to execute and deliver to the Secured Parties such financing statements and other filings as may be reasonably requested by any Secured Party in order to perfect and protect the security interest created hereby in the Pledged Shares. When the Secured Obligations are paid in full, the Secured Parties agree to promptly file termination statements to release the security interest. If the termination statements are not filed within thirty calendar days of the date of full payment of the Secured Obligations, the Secured Parties authorize the Pledgor to file termination statements to release the security interest.

4. Security Interest Absolute, Unconditional, Irrevocable. This Pledge Agreement shall in all respects be a continuing, absolute, unconditional and irrevocable grant of security interest, and shall remain in full force and effect until the all Secured Obligations have been paid in full.

5. Representations and Warranties. The Pledgor hereby represents and warrants to each Secured Party that:

(a) Organization. The Pledgor is a limited liability company validly existing and in good standing under the laws of the State of Arizona, and has all limited liability company power to conduct its business and to own or hold under lease its assets and properties, and to execute and deliver, and to perform all of its obligations under this Pledge Agreement.

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(b) Authorization of Pledged Shares. The Pledged Shares are duly authorized and validly issued, are fully paid and nonassessable, and are not subject to the preemptive rights of any Person.

(c) Title. The Pledgor has good and indefeasible title to the Pledged Shares and is the legal and beneficial owner of such Pledged Shares free and clear of any lien. No effective financing statement or other filing similar in effect covering any Pledged Shares is on file in any recording office, except those (i) filed in favor of such Secured Party relating to this Pledge Agreement or (ii) representing liens that have been released and which a duly executed termination statement is on file in any recording office on or prior to the date hereof.

(d) Exercising of Rights. The exercise by the Secured Parties of their rights and remedies hereunder will not violate any law or governmental regulation or any material contractual restriction binding on or affecting the Pledgor or any of its property.

(e) Pledgor’s Authority. Except as may be required by laws affecting the offering and sale of securities, no authorization, approval or action by, and no notice or filing with any governmental authority is required either (i) for the pledge made by the Pledgor or for the granting of the security interest by the Pledgor pursuant to this Pledge Agreement (except as have been already obtained) or (ii) for the exercise by the Secured Parties of their rights and remedies hereunder.

(f) Security Interest/Priority. This Pledge Agreement creates a valid continuing security interest in favor of the Secured Parties in the Pledged Shares. The filing of financing statements as referred to in Section 3 above will perfect and establish the first priority of the Secured Parties’ security interest in the Pledged Shares. Except as set forth in this Section 5(f), no other action is necessary to perfect or otherwise protect such security interest.

(g) Pledgor Name, Location. The jurisdiction in which the Pledgor is located for purposes of Sections 9-301 and 9-307 of the UCC is set forth in Item A of Schedule 5(g) hereto. During the four months preceding the date hereof, the Pledgor has not been known by any legal name different from the one set forth on the signature page hereto, nor has the Pledgor been the subject of any merger or other corporate reorganization, except as set forth in Item B of Schedule 5(g) hereto. The name set forth on the signature page is the true and correct name of the Pledgor. The Pledgor’s federal taxpayer identification number is (and, during the four months preceding the date hereof, the Pledgor has not had a federal taxpayer identification number different from that) set forth in Item C of Schedule 5(g) hereto.

6. Covenants. The Pledgor hereby covenants, that so long as any of the Secured Obligations remains outstanding and until all of the commitments relating thereto have been terminated, the Pledgor shall:

(a) Defense of Title; Restrictions on Liens and Transfers. Warrant and defend title to and ownership of the Pledged Shares at its own expense against the claims and demands of all other parties claiming an interest therein, keep the Pledged Shares free from all liens, except for liens permitted under the Purchase Agreement, and not sell, exchange, transfer, assign, lease or otherwise dispose of Pledged Shares or any interest therein, except as permitted under the Purchase Agreement.

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(b) Further Assurances. Promptly execute and deliver at its expense all further instruments and documents and take all further action that may be necessary and desirable or that each Secured Party may reasonably request in order to (i) perfect and protect the security interest created hereby in the Pledged Shares; and (ii) enable each Secured Party to exercise and enforce its rights and remedies hereunder in respect of the Pledged Shares.

7. Actions by the Secured Parties.

(a) Actions in lieu of Pledgor. On failure of the Pledgor to perform any of the covenants and agreements contained herein, the Secured Parties may, at their sole option and in their sole discretion, perform the same. No such performance of any covenant or agreement by the Secured Parties on behalf of the Pledgor shall relieve the Pledgor of any default under the terms of this Pledge Agreement.

(b) Actions by Majority. In taking any action hereunder, the Secured Parties shall act collectively and not individually, and any action approved by the Secured Parties holding a majority of the Secured Obligations shall be deemed the action of the Secured Parties.

8. Remedies.

(a) General Remedies. Upon the occurrence of an Event of Default under the Notes (a “Specified Event”) and during the continuation thereof, the Secured Parties shall have, in addition to the rights and remedies provided herein, in any other documents relating to the Secured Obligations, or by law (including, without limitation, levy of attachment and garnishment), the rights and remedies of each secured party under the UCC of the jurisdiction applicable to the affected Pledged Shares; provided that the Secured Parties shall not exercise any remedies in this Section 8 until after August 3, 2010. The Secured Parties shall have no further recourse against the Pledgor other than the rights specified herein with respect to the Pledged Shares.

(b) Sale of Pledged Shares. Upon the occurrence of a Specified Event and during the continuation thereof, without limiting the generality of this Section 8, the Secured Parties may, in their sole discretion and without notice except as specified below, sell or otherwise dispose of or realize upon the Pledged Shares, or any part thereof, at public or private sale, at any exchange or broker’s board or elsewhere, at such price or prices and on such other terms as may be commercially reasonable, for cash, credit or for future delivery or otherwise in accordance with applicable law. The Pledgor agrees that, to the extent notice of sale shall be required by law, at least 10 business days prior notice to the Pledgor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. To the extent permitted by law, any holder of the Secured Obligations may in such event, bid for the purchase of such securities. The Secured Parties shall not be obligated to make any sale of Pledged Shares regardless of notice of sale having been given. Subject to applicable law, the Secured Parties may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned.

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(c) Private Sale. Upon the occurrence of a Specified Event and during the continuation thereof, the Pledgor recognizes that the Secured Parties may deem it impracticable to effect a public sale of all or any part of the Pledged Shares or any of the securities constituting Pledged Shares and that the Secured Parties may therefore determine to make one or more private sales of any such Pledged Shares to a restricted group of purchasers who will be obligated to agree, among other things, to acquire such Pledged Shares for their own account, for investment and not with a view to the distribution or resale thereof. The Pledgor acknowledges that any such private sale may be at prices and on terms less favorable to the Pledgor than the prices and other terms that might have been obtained at a public sale and, notwithstanding the foregoing, agrees that the Secured Parties shall have no obligation to delay sale of any such Pledged Shares for the period of time necessary to permit the Company to register such Pledged Shares for public sale under applicable securities laws. The Pledgor further acknowledges and agrees that any offer to sell such Pledged Shares that has been (i) publicly advertised on a bona fide basis in a newspaper or other publication of general circulation in the financial community of New York, New York (to the extent that such offer may be advertised without prior registration under the applicable securities laws), or (ii) made privately in the manner described above shall be deemed to involve a “public sale” under the UCC, notwithstanding that such sale may not constitute a “public offering” under the applicable securities laws, and the Secured Parties may in such event jointly or severally bid for the purchase of such Pledged Shares.

(d) Surplus. Any surplus remaining after the full payment and satisfaction of the Secured Obligations shall be promptly returned to the Pledgor or to whomsoever a court of competent jurisdiction shall determine to be entitled thereto.

9. Rights of the Secured Parties.

(a) Power of Attorney. In addition to other powers of attorney contained herein, the Pledgor hereby designates and appoints the Secured Parties, and their designees or agents, as attorney-in-fact of the Pledgor, irrevocably and with power of substitution, with authority to take any or all of the following actions upon the occurrence and during the continuation of a Specified Event:

(i) to demand, collect, settle, compromise and adjust, and give discharges and releases concerning the Pledged Shares;

(ii) to commence and prosecute any actions at any court for the purposes of collecting any of the Pledged Shares from any third party and enforcing any other right in respect thereof;

(iii) to defend, settle or compromise any action brought by a third party and, in connection therewith, give discharge or releases in connection therewith;

(iv) to pay or discharge taxes, liens, security interests or other encumbrances levied or placed on or threatened against the Pledged Shares;

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(v) to direct any parties liable for any payment in connection with any of the Pledged Shares to make payment of any and all monies due and to become due thereunder directly to the Secured Parties;

(vi) to receive payment of and receipt for any and all monies, claims, and other amounts due and to become due at any time in respect of or arising out of any Pledged Shares;

(vii) to sign and endorse any drafts, assignments, proxies, stock powers, verifications, notices and other documents relating to the Pledged Shares;

(viii) to execute and deliver all assignments, conveyances, statements, financing statements, renewal financing statements, security and pledge agreements, affidavits, notices and other agreements, instruments and documents that may reasonably be requested by the Secured Parties in order to perfect and maintain the security interests and liens granted in this Pledge Agreement and in order to fully consummate all of the transactions contemplated therein;

(ix) to exchange any of the Pledged Shares upon any merger, consolidation, reorganization, recapitalization or other readjustment of the issuer thereof and, in connection therewith, deposit any of the Pledged Shares with any committee, depository, transfer agent, registrar or other designated agency; and

(x) to sign an instrument in writing sanctioning the transfer of any or all of the Pledged Shares into the name of any transferee to whom the Pledged Shares or any part thereof may be sold pursuant to Section 8 hereof.

This power of attorney is a power coupled with an interest and shall be irrevocable for so long as any of the Secured Obligations shall remain outstanding and until all of the commitments relating thereto shall have been terminated. The Secured Parties shall be under no duty to exercise or withhold the exercise of any of the rights, powers, privileges and options expressly or implicitly granted to the Secured Parties in this Pledge Agreement, and shall not be liable for any failure to do so or any delay in doing so. The Secured Parties shall not be liable for any act or omission or for any error of judgment or any mistake of fact or law in its individual capacity or its capacity as attorney-in-fact except acts or omissions resulting from its gross negligence or willful misconduct. This power of attorney is conferred on the Secured Parties solely to protect, preserve and realize upon their security interest in the Pledged Shares.

(b) Assignment by the Secured Parties. Each Secured Party may from time to time assign its Secured Obligations or any portion thereof and/or its interest in the Pledged Shares and any portion thereof, and the assignee shall be entitled to all of the rights and remedies of such Secured Party under this Pledge Agreement in relation thereto. If any Secured Party assigns the Note, the Secured Party shall promptly provide notice of the assignment to the Pledgor.

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(i) So long as no Specified Event shall have occurred and be continuing, the Pledgor may exercise any and all voting and other consensual rights pertaining to the Pledged Shares or any part thereof for any purpose not inconsistent with the terms of this Pledge Agreement; and

(ii) Upon the occurrence and during the continuance of a Specified Event, all rights of the Pledgor to exercise the voting and other consensual rights that it would otherwise be entitled to exercise pursuant to paragraph (i) of this subsection shall cease and all such rights shall thereupon become vested in the Secured Parties, which shall then have the right to exercise such voting and other consensual rights.

(d) Dividend Rights in Respect of the Pledged Shares. Subject to Section 2(a) hereof, the Pledgor may receive and retain any and all dividends and interest paid in respect of the Pledged Shares.

(e) Release of Pledged Shares. The Secured Parties may release any of the Pledged Shares from this Pledge Agreement without altering, varying or diminishing in any way the force, effect, lien, pledge or security interest of this Pledge Agreement as to any Pledged Shares not expressly released. The Secured Parties shall release the Pledged Shares from this Pledge Agreement on a pro-rata basis to the extent the Notes are converted to Conversion Stock.

10. Application of Proceeds. Upon the occurrence and during the continuation of a Specified Event, any payments in respect of the Secured Obligations and any proceeds of the Pledged Shares, when received by the Secured Parties in cash or its equivalent, will be applied in reduction of the Secured Obligations. Notwithstanding this Section 10, the Secured Parties shall have no further recourse against the Pledgor other than the rights specified herein with respect to the Pledged Shares.

11. Continuing Agreement.

(a) This Pledge Agreement shall be a continuing agreement in every respect and shall remain in full force and effect so long as any of the Secured Obligations remains outstanding and until all of the commitments relating thereto have been terminated. Upon such payment and termination, this Pledge Agreement shall be automatically terminated and each Secured Party shall, upon the request and at the expense of the Pledgor, forthwith release all of its liens and security interests hereunder, deliver to the Pledgor all certificates representing the Pledged Shares and all other certificates and instruments constituting Pledged Shares and authorize, execute and deliver all UCC termination statements and/or other documents reasonably requested by the Pledgor evidencing such termination. Notwithstanding the foregoing, all releases and indemnities provided hereunder shall survive termination of this Pledge Agreement.

(b) This Pledge Agreement shall continue to be effective or be automatically reinstated, as the case may be, if at any time payment, in whole or in part, of any of the Secured Obligations is rescinded or must otherwise be restored or returned by each Secured Party or any holder of the Secured Obligations as a preference, fraudulent conveyance or otherwise under any bankruptcy, insolvency or similar law, all as though such payment had not been made.

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12. Amendments and Waivers. This Pledge Agreement and the provisions hereof may not be amended, waived, modified, changed, discharged or terminated except by written consent of the Pledgor and the holders of at least 51% of the Notes constituting the Secured Obligations; provided, however, that no amendment or waiver which uniquely or adversely affects any Secured Party shall be binding upon such Secured Party without his, her or its prior written consent.

13. Successors in Interest. This Pledge Agreement shall create a continuing security interest in the Pledged Shares and shall be binding upon the Pledgor, its successors and assigns, and shall inure, together with the rights and remedies of the Secured Parties hereunder, to the benefit of each Secured Party and its successors and permitted assigns; provided, however, that the Pledgor may not assign its rights or delegate its duties hereunder without the prior written consent of the requisite Purchasers under the Purchase Agreement. To the fullest extent permitted by law, the Pledgor hereby releases the Secured Parties and the holders of the Secured Obligations, and their respective successors and assigns, from any liability for any act or omission relating to this Pledge Agreement or the Pledged Shares, except for any liability arising from the gross negligence or willful misconduct of such Secured Party or such holder, or their respective officers, employees or agents.

14. Notices. All notices required or permitted to be given under this Pledge Agreement shall be given as follows:

If to the Secured Parties, as provided in Section 6.7 of the Purchase Agreement;

If to 2020 Energy:

2020 Energy, LLC
c/o Abraham Jacobi
42-11 Northern Boulevard
Long Island City, NY 11101
Phone: (917) 715-2403
Fax: (718) 707-9560

With a copy to:

Joel I. Frank, Esq.
Siller Wilk LLP
675 Third Avenue
New York, NY 10017
Phone: (212) 981-2306
Fax: (212) 752-6380

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15. Counterparts. This Pledge Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. It shall not be necessary in making proof of this Pledge Agreement to produce or account for more than one such counterpart.

16. Headings. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Pledge Agreement.

17. Governing Law. This Pledge Agreement shall be governed by and construed under and in accordance with the laws of the State of New York.

18. Severability. If any provision of this Pledge Agreement is determined to be illegal, invalid or unenforceable, such provision shall be fully severable and the remaining provisions shall remain in full force and effect and shall be construed without giving effect to the illegal, invalid or unenforceable provisions.

19. Entirety. This Pledge Agreement and the other documents relating to the Secured Obligations represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, or the transactions contemplated therein.

20. Survival. All representations and warranties of the Pledgor hereunder shall survive the execution and delivery of this Pledge Agreement and the other documents relating to the Secured Obligations, the delivery of the Notes and the extension of credit thereunder or in connection therewith.

21. No Waiver; Remedies. No failure on the part of any Secured Party to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

[SIGNATURE PAGES IMMEDIATELY FOLLOW]

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IN WITNESS WHEREOF, each of the parties hereto have executed this Pledge Agreement as of the date first written above.


PLEDGOR: 2020 ENERGY, LLC
By:	/s/ Abraham Jacobi
	Name:	Abraham Jacobi
	Title:	Sole Member

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SECURED PARTIES:
/s/ David L. Frydrych
(Name of Individual or Entity)



By:
	Name:
	Title:
	Address:

Porter Partners, L.P. (Name of Individual or Entity)
By:	/s/ Jeffrey H. Porter
	Name:	Jeffrey H. Porter
	Title:	General Partner
	Address:

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Schedule 1

Pledged Shares


		Certificate
Number of Shares		Number
1,230,000

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Schedule 5(g)

Item A. Location of Pledgor:


Pledgor:		Location for purposes of UCC:

2020 Energy, LLC		2600 North Central Avenue
		Phoenix, Arizona 85004

Item B. Merger or other corporate reorganization.


Pledgor:		Merger or other corporate reorganization:

N/A		N/A

Item C. Taxpayer ID numbers.


Pledgor:		Taxpayer ID numbers:

EX-99.8 6 c02182exv99w8.htm EXHIBIT 8 Exhibit 8

Exhibit 8

REIMBURSEMENT AGREEMENT

This Reimbursement Agreement (the “Agreement”) is made and entered into as of April 30, 2010 by NEW GENERATION BIOFUELS HOLDINGS, INC., a Florida corporation (the “Company”), in favor of 2020 Energy, LLC, an Arizona limited liability company (“2020 Energy”).

Preliminary Statements

A. The Company is conducting an offering to “accredited investors” under the Securities Act of 1933, as amended (the “Securities Act”) of Secured Convertible Promissory Notes (the “Notes”) and warrants to purchase shares of the Company’s common stock, as described in the Note and Warrant Purchase Agreement (as amended, modified, supplemented and extended from time to time, the “Purchase Agreement”), dated as of the date hereof, between the Company and the purchasers of the Notes the “Purchasers”).

B. In order to secure the obligations of the Company to repay the Notes and to induce the Purchasers to purchase the Notes, 2020 Energy executed and delivered a Pledge Agreement dated as of the date hereof, between 2020 Energy and the Secured Parties, as Purchasers (the “Pledge Agreement”).

C. If the Secured Parties exercise their rights under the Pledge Agreement after a default on the Notes by the Company, resulting in a loss by 2020 Energy of all or any portion the Pledged Shares, the Company is willing to reimburse 2020 Energy by issuing new shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) to 2020 Energy to replace the Pledged Shares.

D. In order to induce 2020 Energy to execute and deliver the Pledge Agreement, the Company has agreed to execute and deliver this Agreement in favor of 2020 Energy pursuant to which the Company will reimburse 2020 Energy for the Pledged Shares in accordance with the provisions set forth below.

E. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Purchase Agreement, the Notes or the Pledge Agreement, as the case may be.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and 2020 Energy hereby agree as follows:

Section 1. Reimbursement Obligation. After (i) the occurrence of an Event of Default on the Notes that remains uncured by the Company beyond any cure period provided in the Notes and (ii) a transfer of the Pledged Shares to the Secured Parties pursuant to the Pledge Agreement, the Company hereby agrees to reimburse 2020 Energy for the Pledged Shares by issuing to 2020 Energy a number of shares of Common Stock (the “Reimbursed Shares”) equal to the number of Pledged Shares so transferred, to the extent permitted by the rules of the Nasdaq Stock Market. The Company will issue the Reimbursed Shares within two (2) business days after 2020 Energy notifies the Company in writing that the Pledged Shares have been transferred to the Secured Parties.

Section 2. Indemnification. (a) The Company hereby agrees to indemnify, defend and hold 2020 Energy harmless from and against all demands, claims, actions or causes of action, assessments, losses, damages, liabilities, costs and expenses, including without limitation, interest, penalties and reasonable attorneys’ fees and expenses (collectively “Damages”) asserted against, resulting to, imposed upon or incurred directly or indirectly by 2020 Energy by reason of or resulting from action by the Secured Parties under the Pledge Agreement.

(b) The Company agrees to indemnify 2020 Energy for any capital gains or other taxes directly related to forfeiture of the Pledged Shares or the issuance of the Reimbursed Shares that 2020 Energy incurs as a result of actions taken by the Secured Parties under the Pledge Agreement, subject to the following conditions: for the purpose of calculating any capital gain, 2020 Energy must use the following methodology to determine the cost basis of the Pledged Shares, the first 62,500 shares pledged @ $4.00/share and the remaining balance of up to 1,937,500 shares @ $0.80/share for a minimum weighted average cost basis of $0.90 per share (the actual cost will be based on the final number of Pledged Shares).

(c) The Company will reimburse 2020 Energy for any legal fees and SEC EDGAR filing fees incurred as a result of entering into this Agreement.

(d) The Company agrees to indemnify 2020 Energy against any claims, actions, losses, liabilities, costs and expenses (including legal fees) resulting from any violations of the provisions of Section 16(b) under the Securities Exchange Act of 1934, as amended regarding “short-swing profits” that may arise from the forfeiture of the Pledged Shares and the issuance of the Reimbursement Shares.

Section 3. Representations and Warranties of the Company. The Company represents and warrants to 2020 Energy as follows:

	3.1		Organization and Authorization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida. The Company has all requisite corporate power and authority to execute, deliver and perform this Agreement, including, without limitation, to issue the Reimbursed Shares.

	3.2		Binding Obligation. This Agreement and all other instruments and agreements contemplated herein constitute the legal, valid and binding obligation of the Company, enforceable in accordance with its terms (except as limited by applicable bankruptcy, moratorium, insolvency or other similar laws affecting generally the rights of creditors or by principles of equity), and the execution, delivery and performance of this Agreement and such other agreements by the Company does not and will not: (i) conflict with, or violate any provision of, statute, law, rule, regulation, order, judgment, injunction, decree or award of any arbitrator or governmental authority having applicability to the Company or its business, assets, or properties, or any provision of its certificate of incorporation, bylaws or similar governing instruments or (ii) conflict with, violate, or result in any breach of, or constitute a default under, any agreement or instrument to which the Company is now a party or by which the Company or any of its properties or assets may be bound or affected.

	3.3		Issuance of Reimbursed Shares. The Company has taken all corporate action necessary for the authorization, execution, delivery and performance of this Agreement by the Company and the performance of the Company’s obligations hereunder, including adoption of a Board resolution reserving a sufficient number of shares for issuance and delivery of the Reimbursed Shares. Upon issuance of the Reimbursed Shares in accordance with this Agreement, the Reimbursed Shares will be validly issued, fully paid and non-assessable and free of any liens or encumbrances other than those imposed by federal and state securities laws.

	3.4		Consents. No authorization, consent or approval of, or filing or registration with, any governmental or regulatory body or authority, or any other third party, is necessary for the Company’s execution, delivery and performance of this Agreement, except filings required pursuant to applicable federal and state securities laws and blue sky laws.

Section 4. Representations and Warranties of 2020 Energy.

4.1 Authorization. 2020 Energy has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of 2020 Energy.

4.2 Securities Exemption. 2020 Energy acknowledges its understanding that the issuance of the Reimbursed Shares is intended to be exempt from registration under the Securities Act by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder. In furtherance thereof, 2020 Energy represents and warrants to the Company as follows:

(a) 2020 Energy would acquire any Reimbursed Shares solely for 2020 Energy’s own beneficial account, for investment purposes, and not with view to, or resale in connection with, any distribution of the Reimbursed Shares. 2020 Energy is an “accredited investor” as such term is defined in Rule 501 under the Securities Act.

(b) 2020 Energy will not sell or otherwise transfer any Reimbursed Shares without registration under the Securities Act or an exemption therefrom, and understands that the Reimbursed Shares have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. 2020 Energy understands that all certificates evidencing any Reimbursed Shares shall bear a legend to such effect. 2020 Energy is aware that the Reimbursed Shares are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. 2020 Energy also understands that the Company is under no obligation to register the Reimbursed Shares on its behalf or to assist in complying with any exemption from registration under the Securities Act or applicable state securities laws.

Section 5. Termination. This Agreement shall terminate upon termination or expiration of the Pledge Agreement or release or expiration of 2020 Energy’s obligations thereunder (for example, upon full payment or conversion of the Notes); except that in no event shall the Agreement terminate if 2020 Energy is due the Reimbursed Shares hereunder.

Section 6. Notices. All notices and other communications permitted or required pursuant to this Agreement shall be in writing and shall be deemed given when delivered in person, by overnight courier, or five (5) days after being deposited in the United States mail, postage prepaid, as certified mail, return receipt requested, properly addressed to the party for whom intended at the addresses set forth below, or to such other address as any party hereto may designate for itself by notice in accordance herewith to the others:

If to the Company:

New Generation Biofuels Holdings, Inc.
5850 Waterloo Road, Suite 140
Columbia, Maryland 21045
Phone: (410) 480-8084
Fax: (443) 638-0277
Attn: Cary J. Claiborne

If to 2020 Energy:

2020 Energy, LLC
c/o Abraham Jacobi
42-11 Northern Boulevard
Long Island City, NY 11101
Phone: (917) 715-2403
Fax: (718) 707-9560

With a copy to:

Joel I. Frank, Esq.
Siller Wilk LLP
675 Third Avenue
New York, NY 10017
Phone: (212) 981-2306
Fax: (212) 752-6380

Section 7. Miscellaneous. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement. No amendment or waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Company and 2020 Energy, and any such waiver shall be effective only in the specific instance and for the specific purpose for which given. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. Except as otherwise provided herein, this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Any assignment of the Note by the Maker shall not affect the rights of 2020 Energy or the obligations of the Company under this Agreement. In the event of a breach by either party of the covenants or agreements set forth in this Agreement, the party entitled to the benefit of such covenants or agreements may proceed to enforce their rights either by suit in equity and/or an action for specific performance. No delay or omission of 2020 Energy to exercise any right, remedy or power hereunder shall impair the same or be construed to be a waiver thereof. No waiver of any right, remedy or power hereunder shall extend to or affect any other right, remedy or power, and no single or partial exercise of any right, remedy or power shall preclude any other or further exercise thereof by 2020 Energy. Any provision of this Agreement that is legally determined to be unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of the unenforceability only without invalidating the remaining provisions hereof, but no unenforceability in any jurisdiction shall invalidate or render unenforceable the same or any other provision in any other jurisdiction. This Agreement and the Pledge Agreement constitute the entire agreement of the parties hereto with respect to the matters referred to herein and supersedes any and all other understandings, negotiations, or agreements among the parties with respect to the subject matter hereof. This Agreement may be executed in counterparts which together constitute one instrument and may be executed by delivery of an original executed counterpart signature page by facsimile transmission.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Agreement as of the date first written above.


NEW GENERATION BIOFUELS HOLDINGS, INC.
By:	/s/ Cary J. Clairborne
	Name:	Cary J. Clairborne
	Title:	Chief Executive Officer

2020 ENERGY, LLC By: Abraham Jacobi, its Sole Member
	/s/ Abraham Jacobi

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