Unassociated Document


    SUBSCRIPTION
AGREEMENT

     

    This
SUBSCRIPTION AGREEMENT
(this “Agreement”) is
entered into as of the date of its acceptance by New Generation Biofuels
Holdings, Inc., a Florida corporation (the “Company”), set forth
below (the “Effective
Date”), by and between the Company and the subscriber set forth on the
signature page hereto (the “Subscriber”).

     

    R
E C I T A L S

     

    WHEREAS, the Company desires
to offer (the “Offering”) up to
4,200,000 shares of common stock of the Company, $.001 par value per share (the
“Common Stock”)
at a purchase price of $0.80 per share (the “Shares”), together
with warrants in the form attached hereto as Exhibit A,
exercisable for a number of shares of Common Stock equal to the number of shares
of Common Stock which such investor purchases under this Agreement at an
exercise price of $0.90 per share (the “Warrants”, and
together with the Shares and the Reissued Warrants, if any (as defined below),
the “Securities”);

     

    WHEREAS, for each investor
(each a “2008
Investor”) that participated in the Company’s private placement of Series
B Convertible Preferred Stock and warrants (the “2008 Warrants”) in
2008 (the “2008
Private Placement”) and that invests in this Offering such dollar amount
that equals or exceeds 50% of the aggregate purchase price of securities
purchased in the 2008 Private Placement, the Company desires to offer to
exchange such 2008 Warrant for a new warrant exercisable for the same number of
shares of the Company’s Common Stock as the 2008 Warrant (prior to adjustment
for any antidilution provisions) at an exercise price of $1.00 per share and
otherwise on the same terms and conditions as the Warrants included in the
Offering (the “Reissued
Warrants”);

     

    WHEREAS, the Company desires
to issue and sell to the Subscriber the Securities set forth on the signature
page hereof; and

     

    WHEREAS, in connection with
the Offering the Company or its agents have provided to Subscriber a copy of the
Company’s Confidential Private Placement Memorandum dated February 24, 2009
(together with the appendices, exhibits and attachments thereto, the “Memorandum”), which
provides certain material disclosures in connection with the
Offering.

     

    A
G R E E M E N T

     

    NOW THEREFORE, based upon the
premises and mutual promises set forth below, the parties agree as
follows:

     

    1.
Subscription for
Common Stock; Terms of the Offering.

     

    1.1.
Subscription and
Issuance of the Securities.  Subject to the terms and
conditions hereinafter set forth, the Subscriber hereby subscribes for and
agrees to purchase the Securities set forth on the signature page hereof, for an
aggregate purchase price equal to $__________ (the “Purchase
Price”).  The Company reserves the right in its sole discretion
to increase the number of Shares in the Offering if sufficient demand
exists.  The Purchase Price is payable by wire transfer (in accordance
with the wire transfer instructions set forth in the Memorandum) of immediately
available funds delivered at the Closing (as defined below).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    1.2.
Subscription
Period.  The Company may, in its sole discretion, continue to
accept subscriptions on or before the third calendar day following the initial
Closing Date (as defined below).

     

    1.3.
Right to
Reject.  The Company reserves the right to reject this
subscription in whole or in part or terminate the Offering in its sole and
absolute discretion.  If Subscriber’s subscription is rejected in
whole, or the Offering is terminated without a Closing occurring, all funds
received from the Subscriber will be promptly returned without interest,
penalty, expense or deduction, and this Agreement shall thereafter be of no
further force or effect.  If Subscriber’s subscription is rejected in
part, the funds for the rejected portion of such subscription will be promptly
returned without interest, penalty, expense or deduction and this Agreement will
continue in full force and effect to the extent such subscription was
accepted.

     

    2. Exchange
of 2008 Warrants for Reissued Warrants.  Any Subscriber that
(i) is a 2008 Investor and (ii) invests in this Offering such dollar amount that
equals or exceeds 50% of the aggregate purchase price of securities purchased by
such investor in the 2008 Private Placement may exchange, at the Subscriber’s
option, exercisable only at the Closing, any or all of the 2008 Warrants issued
to such investor in the 2008 Private Placement for Reissued Warrants. To receive
the Reissued Warrants, the Subscriber must make an election on a form provided
by the Company (which the Company shall provide no later than the Closing to all
2008 Investors investing in this Offering) and send the 2008 Warrants to the
Company for cancellation, to be received no later than 30 days following the
Closing, at the address provided in Section 8.3.  In consideration
therefor and upon receipt of the Subscriber’s 2008 Warrants, the Company shall
issue the Reissued Warrants to the Subscriber. The Subscriber represents and
warrants to the Company that as of the date of exchange the 2008 Warrants
delivered by the Subscriber to the Company pursuant to this Section 2 shall be
owned by the Subscriber, free and clear of any encumbrances, liens or
restrictions.

     

    3.
Closing.

     

    3.1.
Closing.  The
Closing of the transactions contemplated hereby (the “Closing”) shall take
place on the date the Company declares the Closing effective (the “Closing
Date”).  The Closing shall occur at such place as determined by
the Company.

     

    
      
        
        

      

      
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    2.2.
Termination of
Offering.  All payments will be held by the Company until the
Company declares the Closing effective or terminates the
Offering.  The Offering will be terminated if either (i) the Closing
does not become effective on or prior to March 1, 2009, which date the Company
may extend, in its sole discretion, but not beyond March 31, 2009, or (ii) the
Company elects to terminate the Offering.  If the Offering is
terminated, the Company will return any payments received, without interest, to
the Subscribers.

     

    3. Representations
and Warranties of the Company.  The Company
hereby represents and warrants to the Subscriber that the following
representations and warranties shall be true immediately prior to the
Closing:

     

    3.1.
Organization; Good
Standing; Qualification.  The Company is a corporation duly
organized, validly existing and in good standing under the laws of the state of
Florida and has all requisite corporate power and authority to carry on its
business as presently conducted and as proposed to be conducted.  The
Company is duly qualified to transact business and is in good standing in each
jurisdiction in which the failure to so qualify would have a material adverse
effect on the consolidated financial condition or results of operations of the
Company.

     

    3.2.
Capitalization.  The
authorized capital stock of the Company immediately prior to the Closing
consists of 100,000,000 shares of Common Stock of which 20,300,621 shares are
outstanding as of February 13, 2009, 300,000 shares of Series A preferred stock,
par value $.001 per share, of which 26,400 shares are outstanding as of February
13, 2009 and 250,000 shares of Series B preferred stock, par value $.001 per
share, of which 70,044 shares are outstanding as of February 13,
2009.  Options to purchase 8,157,289 shares of Common Stock are
outstanding as of February 13, 2009, and warrants to purchase 3,382,648 shares
of Common Stock are outstanding as of February 13, 2009. All of the issued and
outstanding capital stock of New Generation Biofuels, Inc., a Delaware
corporation and wholly owned subsidiary of the Company (“Subsidiary”), is
owned by the Company.

     

    3.3.
Authorization.  The
Company’s board of directors has taken all corporate action required to be taken
to authorize the Company to enter into this Agreement and to issue the
Securities.  This Agreement when executed and delivered by the
Company, shall constitute the valid and legally binding obligation of the
Company, enforceable against the Company in accordance with its terms except (i)
as limited by applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance, or other laws of general application relating to or
affecting the enforcement of creditors’ rights generally, or (ii) as limited by
laws relating to the availability of specific performance, injunctive relief, or
other equitable remedies and public policy limitations on the enforcement of
indemnification for violations of securities laws.

     

    3.4.
Valid Issuance of
Securities.  The Securities, when issued, sold and delivered in
accordance with the terms and for the consideration set forth in this Agreement,
and the shares of Common Stock issuable upon exercise of the Warrants and the
Reissued Warrants will be duly authorized, validly issued, fully paid and
non-assessable and free of restrictions on transfer other than restrictions on
transfer under this Agreement and under applicable state and federal securities
laws.

     

    3.5.
SEC Documents,
Financial Statements.

     

    (a) True
and complete copies of all documents filed by the Company with the Securities
and Exchange Commission (“SEC”) and
incorporated by reference into the Memorandum (the “Incorporated SEC
Documents”) are publicly available on the SEC EDGAR database
(www.sec.gov).  As of their respective filing dates, the Incorporated
SEC Documents complied as to form in all material respects with the requirements
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and
the Securities Act of 1933, as amended, and each of the Incorporated SEC
Documents was timely filed.  To the Company’s knowledge, as of the
date hereof, none of the Incorporated SEC Documents is subject to ongoing SEC
review or outstanding SEC comment.  Each of the Incorporated SEC
Documents, as of the date it was filed with the SEC, did not contain any untrue
statement of material fact or omitted to state a material fact required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances in which they were made, not misleading, except to the extent
corrected, supplemented or superseded by a subsequently filed Incorporated SEC
Document.

     

    
      
        
        

      

      
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    (b) The
financial statements of the Company, including the notes thereto, included in
the Incorporated SEC Documents (the “Company Financial
Statements”) (i) complied as to form in all material respects with
applicable accounting requirements and with the published rules and regulations
of the SEC with respect thereto as of their respective dates; (ii) have been
prepared in accordance with GAAP applied on a basis consistent throughout the
periods indicated and consistent with each other (except as may be indicated in
the notes thereto or, in the case of unaudited statements, included in Quarterly
Reports on Form 10-Q, as permitted by Form 10-Q of the SEC); and (iii) present
fairly in all material respects the consolidated financial condition and results
of operations of the Company as of the respective dates and for the respective
periods indicated therein (subject, in the case of unaudited statements, to
normal, recurring year-end adjustments).

     

    3.6.
Absence of Undisclosed
Liabilities.  The Company has no material liabilities except
(i) liabilities provided for or reserved against in the Company Financial
Statements, (ii) liabilities disclosed in the Memorandum, and (iii) liabilities
arising in the ordinary course of business consistent with past practice since
September 30, 2008.

     

    3.7 Compliance with Rule
144.  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”).

     

    4. Representations
and Warranties of the Subscriber.  The Subscriber
hereby acknowledges, agrees with and represents and warrants to the Company as
follows:

     

    4.1.
Authorization.  The
Subscriber 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 the
Subscriber.

     

    4.2.
Securities
Exemption.  The Subscriber acknowledges his, her or its
understanding that the offering and sale of the Securities is intended to be
exempt from registration under the Securities Act of 1933, as amended (the
“Securities
Act”), by virtue of Section 4(2) of the Securities Act and the provisions
of Regulation D promulgated thereunder (“Regulation
D”).  In furtherance thereof, the Subscriber represents and
warrants to the Company as follows:

     

    (a) The
Subscriber realizes that the basis for the exemption from registration may not
be available if, notwithstanding the Subscriber’s representations contained
herein, the Subscriber is merely acquiring the Securities for a fixed or
determinable period in the future, or for a market rise, or for sale if the
market does not rise.  The Subscriber does not have any such
intention.

     

    
      
        
        

      

      
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    (b) The
Subscriber is acquiring the Securities solely for the Subscriber’s own
beneficial account, for investment purposes, and not with view to, or resale in
connection with, any distribution of the Securities.

     

    (c) The
Subscriber has the financial ability to bear the economic risk of his, her or
its investment, has adequate means for providing for their current needs and
contingencies, and has no need for liquidity with respect to the investment in
the Company.

     

    (d) The
Subscriber and the Subscriber’s attorney, accountant, purchaser representative
and/or tax advisor, if any (collectively, “Advisors”), have
received this Agreement, together with the Memorandum, and all other documents
provided by the Company pursuant to the requests of the Subscriber or its
Advisors, if any, and have carefully reviewed them and they understand the
information contained therein, prior to the execution of this
Agreement.

     

    (e) The
Subscriber (together with his, her or its Advisors, if any) has such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of the prospective investment in the
Securities.  If other than an individual, the Subscriber also
represents it has not been organized solely for the purpose of acquiring the
Securities.

     

    4.3.
Investor
Questionnaire.  The information in the Investor Questionnaire
completed and executed by the Subscriber in the form attached as Exhibit B hereto (the
“Investor
Questionnaire”) is true and accurate in all respects, and the Subscriber
is an “accredited investor,” as that term is defined in Rule 501(a) of
Regulation D.

     

    4.4.
Restricted
Securities.  The Subscriber represents, warrants and agrees
that he, she or it will not sell or otherwise transfer the Securities without
registration under the Securities Act or an exemption therefrom, and fully
understands and agrees that the Subscriber must bear the economic risk of his,
her or its purchase because, among other reasons, the Securities 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.  In particular, the Subscriber is aware
that the Securities 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.  The Company is under no obligation to register the
Securities on his, her or its behalf or to assist them in complying with any
exemption from registration under the Securities Act or applicable state
securities laws.  The Subscriber understands that any sales or
transfers of the Securities are further restricted by state securities laws and
the provisions of this Agreement.

     

    4.5.
Reliance on
Representations.  No representations or warranties have been
made to the Subscriber by the Company, or any of their respective officers,
employees, agents, sub-agents, affiliates or subsidiaries, other than any
representations of the Company contained herein, and in subscribing for the
Securities the Subscriber is not relying upon any representations other than
those contained herein.

     

    4.6.
Investment
Risk.  The Subscriber understands and acknowledges that his,
her or its purchase of the Securities is a speculative investment that involves
a high degree of risk and the potential loss of their entire investment and has
carefully read and considered the matters set forth in the Memorandum and in the
Incorporated SEC Documents and in particular the matters under the caption “Risk
Factors” therein, and, in particular, acknowledges that the Company has a
limited operating history and is engaged in a highly competitive
business.

     

    
      
        
        

      

      
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    4.7.
Commitment to
Investments.  The Subscriber’s overall commitment to
investments that are not readily marketable is not disproportionate to the
Subscriber’s net worth, and an investment in the Securities will not cause such
overall commitment to become excessive.

     

    4.8.
Legend.  The
Subscriber understands and agrees that the certificates for the Securities shall
bear substantially the following legend until (i) such shares shall have been
registered under the Securities Act and effectively disposed of in accordance
with a registration statement that has been declared effective or (ii) in the
opinion of counsel for the Company such Securities may be sold without
registration under the Securities Act, as well as any applicable “blue sky” or
state securities laws:

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE
STATE SECURITIES LAWS.  SUCH SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FILED BY THE ISSUER WITH THE U.S.  SECURITIES AND EXCHANGE
COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF
COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT
REQUIRED.

     

    4.10.
Status of
Securities.  Neither the U.S. Securities and Exchange
Commission (the “SEC”) nor any state securities commission has approved the
Securities or passed upon or endorsed the merits of the Offering or confirmed
the accuracy or determined the adequacy of any information provided by the
Company to the Subscriber or its Advisors.  Neither this Agreement nor
any of such information has been reviewed by any federal, state or other
regulatory authority.

     

    4.11.
Disclosure of
Information.  The Subscriber and his, her or its Advisors, if
any, have had a reasonable opportunity to ask questions of and receive answers
from a person or persons acting on behalf of the Company concerning the offering
of the Securities and the business, financial condition, results of operations
and prospects of the Company, and all such questions have been answered to the
full satisfaction of the Subscriber and his, her or its Advisors, if
any.  The Subscriber is unaware of, is in no way relying on, and did
not become aware of the offering of the Securities through or as a result of,
any form of general solicitation or general advertising including, without
limitation, any article, notice, advertisement or other communication published
in any newspaper, magazine or similar media or broadcast over television or
radio, or electronic mail over the internet, in connection with the offering and
sale of the Securities and is not subscribing for Securities and did not become
aware of the offering of the Securities through or as a result of any seminar or
meeting to which the Subscriber was invited by, or any solicitation of a
subscription by, a person not previously known to the Subscriber in connection
with investments in securities generally.  The Subscriber further
acknowledges that the Subscriber has had the opportunity to request and receive
drafts of the Company ’s financial statements for the year ended December 31,
2008 and its annual report on Form 10-K for the fiscal year ended December 31,
2008 and that such information is not yet publicly available and accordingly has
not been provided to investors.  To the extent that the Subscriber has
requested and received this material in its current draft form, or any other
non-public information which the Company identifies as likely to be material,
the Subscriber acknowledges that they must keep such information confidential
and may not trade in the Company’s securities until the Company has filed its
annual report on Form 10-K for the fiscal year ended December 31, 2008, expected
to be filed by March 31, 2009. 

     

    
      
        
        

      

      
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    4.12.
No
Claim.  The Subscriber has taken no action which would give
rise to any claim by any person for brokerage commissions, finders’ fees or the
like relating to this Agreement or the transactions contemplated
hereby.

     

    4.13.
Forward-Looking
Statements.  The Subscriber acknowledges that any estimates or
forward-looking statements or projections included in the information provided
by the Company, were prepared by the management of the Company in good faith,
but that the attainment of any such projections, estimates or forward-looking
statements cannot be guaranteed by the Company or such management and should not
be relied upon.

     

    4.14.
No Inconsistent
Information.  No oral or written representations have been
made, or oral or written information furnished, to the Subscriber or his, her or
its Advisors, if any, in connection with the offering of the Shares which are in
any way inconsistent with the information contained herein or in the
Memorandum.

     

    4.15.
ERISA.  (For
ERISA plans only) The fiduciary of the Employee Retirement Income Security Act
of 1974 (“ERISA”) plan (the
“Plan”)
represents that such fiduciary has been informed of an understands the Company’s
investment objectives, policies and strategies, and that the decision to invest
“plan assets” (as such term is defined in ERISA) in the Company is consistent
with the provisions of ERISA that require diversification of plan assets and
impose other fiduciary responsibilities.  The Subscriber or Plan
fiduciary (a) is responsible for the decision to invest in the Company; (b) is
independent of the Company and any of their respective affiliates; (c) is
qualified to make such investment decision; and (d) in making such decision, the
Subscriber or Plan fiduciary has not relied primarily on any advice or
recommendation of the Company or any of its affiliates.

     

    5.
Insider Trading
Prohibition; Indemnity.

     

    5.1.
Insider
Trading.  Until the filing by the Company of a current report
on Form 8-K with the SEC describing the Offering, the Subscriber hereby agrees
to (i) refrain from (A) engaging in any transactions with respect to the capital
stock of the Company or securities exercisable or convertible into or
exchangeable for any shares of capital stock of the Company, and (B) entering
into any transaction which would have the same effect, or entering into any
swap, hedge or other arrangement that transfers, in whole or in part, any of the
economic consequences of ownership of the capital stock of the Company and (ii)
indemnify and hold harmless the Company, and their respective officers and
directors, employees, agents, sub-agents and affiliates and each other person,
if any, who controls any of the foregoing, against any loss, liability, claim,
damage and expense whatsoever (including, but not limited to, any and all
expenses whatsoever reasonably incurred in investigating, preparing or defending
against any litigation commenced or threatened or any claim whatsoever) arising
out of or based upon any violation of this Section 6 by the
Subscriber.

     

    
      
        
        

      

      
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    5.2.
Indemnity.  The
Subscriber agrees to indemnify and hold harmless the Company and their
respective officers and directors, employees, agents, sub-agents and affiliates
and each other person, if any, who controls any of the foregoing, against any
loss, liability, claim, damage and expense whatsoever (including, but not
limited to, any and all expenses whatsoever reasonably incurred in
investigating, preparing or defending against any litigation commenced or
threatened or any claim whatsoever) arising out of or based upon any false
representation or warranty by the Subscriber, or the Subscriber’s breach of, or
failure to comply with, any covenant or agreement made by the Subscriber herein
or in any other document furnished by the Subscriber to the Company, a finder
and their respective officers and directors, employees, agents, sub-agents and
affiliates and each other person, if any, who controls any of the foregoing in
connection with the Offering.

     

    6.
Notices to
Subscribers.

     

    (a) THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES
LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
LAWS.  THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SEC, ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY
OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING
OR THE ACCURACY OR ADEQUACY OF THIS AGREEMENT OR ANY INFORMATION PROVIDED IN
CONNECTION HEREWITH.  ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

     

    (b) THE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM.  SUBSCRIBERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME.

     

    8. Miscellaneous
Provisions.

     

    8.1.
Modification.  Neither
this Agreement, nor any provisions hereof, shall be waived, modified, discharged
or terminated except by an instrument in writing signed by the party against
whom any waiver, modification, discharge or termination is sought.

     

    8.2.
Survival.  The
Subscriber’s representations and warranties made in this Agreement shall survive
the execution and delivery of this Agreement, the delivery of the Securities and
the Closing and shall in no way be affected by any investigation of the subject
matter thereof made by or on behalf of any of the Subscribers, their Advisors or
the Company, as the case may be.

     

    8.3.
Notices.  Any
party may send any notice, request, demand, claim or other communication
hereunder to the Subscriber at the address set forth on the signature page of
this Agreement or to the Company at New Generation Biofuels Holdings, Inc., 1000
Primera Boulevard, Suite 3130, 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 using any means (including personal delivery,
expedited courier, messenger service, fax, ordinary mail or electronic mail),
but no such notice, request, demand, claim or other communication will be deemed
to have been duly given unless and until it actually is received by the intended
recipient.  Any party may change the address to which notices,
requests, demands, claims and other communications hereunder are to be delivered
by giving the other parties written notice in the manner herein set
forth.

     

    
      
        
        

      

      
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    8.4.
Binding
Effect.  Except as otherwise provided herein, this Agreement
shall be binding upon, and inure to the benefit of, the parties to this
Agreement and their heirs, executors, administrators, successors, legal
representatives and assigns.  If the Subscriber is more than one
person or entity, the obligation of the Subscriber shall be joint and several
and the agreements, representations, warranties and acknowledgments contained
herein shall be deemed to be made by, and be binding upon, each such person or
entity and his or its heirs, executors, administrators, successors, legal
representatives and assigns.  This Agreement sets forth the entire
agreement and understanding between the parties as to the subject matter thereof
and merges and supersedes all prior discussions, agreements and understandings
of any and every nature among them.

     

    8.5.
Assignability.  This
Agreement is not transferable or assignable by the Subscriber.

     

    8.6.
Counterparts.  This
Agreement may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

     

    8.7.
Severability.  Whenever
possible, each provision of this Agreement shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement.

     

    8.8.
Interpretation.  The
headings and captions used in this Agreement are for convenience of reference
only and do not constitute a part of this Agreement and shall not be deemed to
limit, characterize or in any way affect any provision of this Agreement, and
all provisions of this Agreement shall be enforced and construed as if no
caption or heading had been used herein or therein.  Each defined term
used in this Agreement shall have a comparable meaning when used in its plural
or singular form.  The use of the word “including” herein shall mean
“including without limitation.” The parties have participated jointly in the
negotiation and drafting of this Agreement.  In the event an ambiguity
or question of intent or interpretation arises, this Agreement shall be
construed as if drafted jointly by the parties, and no presumption or burden of
proof shall arise favoring or disfavoring any party by virtue of the authorship
of any of the provisions of this Agreement.

     

    8.9.
No Third-Party
Beneficiaries.  Nothing herein expressed or implied is intended
or shall be construed to confer upon or give to any person or entity other than
the parties hereto and their respective permitted successors and assigns any
rights or remedies under or by reason of this Agreement.

     

    8.10.
Entire
Agreement.  This Agreement and the documents referred to
herein, together with all the Exhibits hereto, constitute the entire agreement
and understanding of the parties with respect to the subject matter of this
Agreement, and supersede any and all prior understandings and agreements,
whether oral or written, between or among the parties hereto with respect to the
specific subject matter hereof.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    8.11.
Further
Assurances.  The parties agree to execute such further
documents and instruments and to take such further actions as may be reasonably
necessary to carry out the purposes and intent of this Agreement.

     

    8.12.
Governing
Law.  This Agreement will be governed by and construed in
accordance with the laws of the State of Florida, without giving effect to any
choice of law or conflict of law provision or rule that would cause the
application of the laws of any jurisdictions other than the State of
Florida.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    ALL SUBSCRIBERS MUST
COMPLETE THIS PAGE

     

    IN WITNESS WHEREOF, the
undersigned has executed this Agreement on _________________, 2009.

     

    
      	___________________________ x  $_____ for each
      Share   	
                  =
      $ ___________________ .

            
	Number of Shares
      Subscribed For    	
                Aggregate
      Purchase Price

            


    

                                             

    Each Subscriber shall also receive a
number of Warrants initially exercisable for a number of shares of Common Stock
equal to the number of Shares of Common Stock subscribed for under this
Agreement. Each Subscriber that is (i) a 2008 Investor and (ii) invests in this
Offering such dollar amount that equals or exceeds 50% of the aggregate purchase
price of securities purchased in the 2008 Private Placement may exchange, at the
Subscriber’s option, any 2008 Warrants for Reissued Warrants, as provided in
more detail in Section 2 of the Agreement.

     

    Manner in
which Title is to be held (Please Check One):

     

    
      	
              1.

            	 
      	
              Individual

            	
              7.

            	 
      	
              Trust/Estate/Pension
      or Profit Sharing

            
	 	 	 	 	 	 
	 
      	 
      	 
      	 
      	 
      	
              Plan

              Date
      Opened: __________

            
	
              2.

            	 	
              Joint
      Tenants with Right of

              Survivorship

            	
              8.

            	 	
              As
      a Custodian for

               

              
                
      

              Under
      the Uniform Gift to Minors Act

              of
      the State of

               

              
                
      

            
	
              3.

            	 
      	
              Community
      Property

            	
              9.

            	 
      	
              Married
      with Separate Property

            
	 	 	
               

            	 	 	 
	
              4.

            	 
      	
              Tenants
      in Common

            	
              10.

            	 
      	
              Keogh

            
	 	 	
               

            	 	 	 
	
              5.

            	 
      	
              Corporation/Partnership/Lim

              ited
      Liability Company

            	
              11.

            	 
      	
              Tenants
      by the Entirety

            
	 	 	
               

            	 	 	 
	
              6.

            	 
      	
              IRA

            	 
      	 
      	 
      


    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    IF
MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.

    


    INDIVIDUAL
SUBSCRIBERS MUST COMPLETE PAGE 13.

    


    SUBSCRIBERS
WHICH ARE ENTITIES MUST
COMPLETE PAGES 14-
15.

    


    ALL
SUBSCRIBERS MUST ALSO COMPLETE AND

    EXECUTE
THE INVESTOR QUESTIONNAIRE

    ATTACHED
AS EXHIBIT B.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    EXECUTION BY NATURAL
PERSONS

     

    
      
        	 
      
	
                Exact
      Name in Which Title is to be Held

              
	 
	 
      	 	 
      
	
                Name
      (Please Print)

              	 	
                Name
      of Additional Purchaser

              
	 	 	 
	 
      	 	 
      
	
                Address:
      Number and Street

              	 	
                Address:
      Number and Street

              
	 	 	 
	 
      	 	 
      
	
                City,
      State and Zip Code

              	 	
                City,
      State and Zip Code

              
	 	 	 
	 
      	 	 
      
	
                Social
      Security Number

              	 	
                Social
      Security Number

              
	 	 	 
	 
      	 	 
      
	
                Telephone
      Number

              	 	
                Telephone
      Number

              
	 	 	 
	 
      	 	 
      
	
                Fax
      Number (if available)

              	 	
                Fax
      Number (if available)

              
	 	 	 
	 
      	 	 
      
	
                E-Mail
      (if available)

              	 	
                E-Mail
      (if available)

              
	 	 	 
	 
      	 	 
      
	
                (Signature)

              	 	
                (Signature
      of Additional Purchaser)

              


      

    

     

    
      	
              o

            	
               Check
      if 2008 Investor

            


    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    EXECUTION BY SUBSCRIBER
WHICH IS AN ENTITY

    (Corporation,
Partnership, LLC, Trust, Etc.)

     

    
      	 
	
              Name
      of Entity (Please Print)

            
	 
	
              Date
      of Incorporation or Organization:

            	 
      
	 	 
	
              Federal
      Taxpayer Identification Number:

            	 
      


    

                                                                                                                                

    
      
        	 
      
	
                Office
      Address

              
	 
	 
      
	
                City,
      State and Zip Code

              
	 
	 
      
	
                Telephone
      Number

              
	 
	 
      
	
                Fax
      Number (if available)

              
	 
	 
      
	
                E-Mail
      (if available)

              


      

    

     

    Type of
entity (e.g., corporation, trust, limited partnership, general partnership IRA
Trust, Pension or Profit Sharing Plan or Trust):
_____________________________________________________

     

    Date of
formation or incorporation: _______________________________

     

    Whether
the Subscriber was organized for the specific purpose of acquiring securities of
New Generation Biofuels Holdings, Inc.:

     

    Yes
______     No______

     

    Each
individual authorized to execute documents on behalf of the Subscriber in
connection with this investment:

     

    
      
        	
                Name:

              	 
      	 	
                Name:

              	 
      
	
                Title:

              	 
      	 	
                Title:

              	 
      


      
                                                            

    The
Subscribers state of formation or incorporation: _______

     

    The
business of the entity: _______________________

     

    
      	
              o

            	
               Check
      if 2008 Investor

            


    

    
       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      Certain
Subscribers must provide the following information:

       

      
        	
                 
      

              	
                (A)

              	
                Corporations
      MUST provide the articles of incorporation, by-laws, good standing
      certificate and corporate resolution authorizing the purchase of shares
      and authorizing the person(s) signing the subscription documents to do
      so.  All the documents must be certified by the Secretary or
      Assistant Secretary of the corporation as being true and correct copies
      thereof and in full force and
effect.

              


      

       

      
        	
                 
      

              	
                (B)

              	
                Partnerships
      MUST provide a copy of the partnership agreement showing the date of
      formation and giving evidence of the authority of the person(s) signing
      the subscription documents to do
so.

              


      

       

      
        	
                 
      

              	
                (C)

              	
                Trusts
      MUST provide a copy of the trust agreement showing the date of formation
      and giving evidence of the authority of the person(s) signing the
      subscription documents to do so.

              


      

       

      
        	
                 
      

              	
                (D)

              	
                Limited
      Liability Companies and similar organizations MUST provide their
      organizational document, operating agreement, good standing certificate
      and evidence of authorization for the purchase of shares the person(s)
      signing the subscription documents to do so.  All the documents
      must be certified by an appropriate officer of the organization as being
      true and correct copies thereof in full force and
  effect.

              


      

      
      

       

      
        	By:    	 
	 	
                Name:

                Title:

              


      

       

    

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    ACCEPTED
_________________, 2009

    


    NEW
GENERATION BIOFUELS HOLDINGS, INC.

    


    


    
      	By:    	 
	 	
              Name:

              Title:

            


    

    


     

    Subscription
Agreement

    Company
Signature Page

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    Exhibit
A

     

    FORM
OF WARRANT

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

     

    Exhibit
B

     

    INVESTOR
QUESTIONNAIRE

     

    Instructions:
Check all boxes below which correctly describe you and return this Investor
Questionnaire to New Generation Biofuels Holdings, Inc., 1000 Primera Boulevard,
Suite 3130, Lake Mary, Florida 32746, Attention: Cary J. Claiborne, Chief
Financial Officer.

     

    
      	
              o

            	
              You
      are

            


    

     

    (i) a
bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended
(the “Securities
Act”),

     

    (ii) a
savings and loan association or other institution, as defined in Section
3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary
capacity,

     

    (iii) a
broker or dealer registered pursuant to Section 15 of the Securities Exchange
Act of 1934, as amended (the “Exchange
Act”),

     

    (iv) an
insurance company as defined in Section 2(13) of the Securities Act, (v) an
investment company registered under the Investment Company Act of 1940, as
amended (the “Investment Company
Act”),

     

    (vi) a
business development company as defined in Section 2(a)(48) of the Investment
Company Act,

     

    (vii) a Small Business
Investment Company licensed by the U.S. Small Business Administration under
Section 301 (c) or (d) of the Small Business Investment Act of 1958, as
amended,

     

    (viii) a plan
established and maintained by a state, its political subdivisions, or an agency
or instrumentality of a state or its political subdivisions, for the benefit of
its employees and you have total assets in excess of $5,000,000, or

     

    (ix) an
employee benefit plan within the meaning of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”)
and

     

    (1) the
decision that you shall subscribe for and purchase Securities, is made by a plan
fiduciary, as defined in Section 3(2 1) of ERISA, which is either a bank,
savings and loan association, insurance company, or registered investment
adviser,

     

    (2) you
have total assets in excess of $5,000,000 and the decision that you shall
subscribe for and purchase the Securities is made solely by persons or entities
that are accredited investors, as defined in Rule 501 of Regulation D
promulgated under the Securities Act (“Regulation D”)
or

     

    (3) you
are a self-directed plan and the decision that you shall subscribe for and
purchase the Securities is made solely by persons or entities that are
accredited investors.

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

     

    
      	
              
                o

              

            	
              You
      are a private business development company as defined in Section
      202(a)(22) of the Investment Advisers Act of 1940, as
    amended.

            


    

     

    
      	
              
                o

              

            	
              You
      are an organization described in Section 501(c)(3) of the Internal Revenue
      Code of 1986, as amended (the “Code”), a corporation, Massachusetts or
      similar business trust or a partnership, in each case not formed for the
      specific purpose of making an investment in the Securities and with total
      assets in excess of $5,000,000.

            


    

     

    
      	
              
                o

              

            	
              You
      are a director or executive officer of New Generation Biofuels Holdings
      Inc.

            


    

     

    
      	
              
                o

              

            	
              You
      are a natural person whose individual net worth, or joint net worth with
      your spouse, exceeds $1,000,000 at the time of your subscription for and
      purchase of the Securities.

            


    

     

    
      	
              
                o

              

            	
              You
      are a natural person who had an individual income in excess of $200,000 in
      each of the two most recent years or joint income with your spouse in
      excess of $300,000 in each of the two most recent years, and who has a
      reasonable expectation of reaching the same income level in the current
      year.

            


    

     

    
      	
              
                o

              

            	
              You
      are a trust, with total assets in excess of $5,000,000, not formed for the
      specific purpose of acquiring the Shares, whose subscription for and
      purchase of the Shares is directed by a sophisticated person as described
      in Rule 506(b)(2)(ii) of Regulation
D.

            


    

     

    
      
        	
                

                  o

                

              	
                You
      are an entity in which all of the equity owners are persons or entities
      described in one of the preceding
paragraphs.

              


      

    

     

    The
undersigned hereby represents and warrants that all of its answers to this
Investor Questionnaire are true as of the date of its execution of the
Subscription Agreement pursuant to which it purchased Shares of the
Company.

     

    


    
      
        	  
      	 
      	 
	Name of Purchaser
      [please print]  	 
      	Name
      of Co-Purchaser [please print]
	 
      	 
      	 
	 	 
      	  
      
	
                Signature
      of Purchaser (Entities please

                provide
      signature of Purchaser’s duly

                authorized
      signatory.)

              	 
      	Signature
      of Co-Purchaser
	 	 	 
	 
      	 
      	 
      
	Name of Signatory
      (Entities only)	 
      	 
      
	 	 	 
	 	 
      	 
      
	Title of Signatory
      (Entities only)	 	 


      

    

     

    
      
        
        

      

      
        B-2