exv10w2






Exhibit 10.2




REGISTRATION RIGHTS AGREEMENT




     This Registration Rights Agreement (the “Agreement”) dated as of April 1, 2010 is entered into
by and between NewLead Holdings Ltd., a Bermuda corporation (the “Company”) and Grandunion, Inc., a
Marshall Islands corporation (“Grandunion”).



     WHEREAS, the Company is issuing shares of its Common Stock to Grandunion pursuant to that
certain Securities Purchase Agreement, dated as of March 31, 2010, by and between the Company and
Grandunion (the “Purchase Agreement”); and



     WHEREAS, one of the conditions to the consummation of the transactions contemplated by the
Purchase Agreement is the execution and delivery of this Agreement to provide for registration
rights for the shares of Common Stock issued to Grandunion as set forth herein.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and
other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


Section 1. Certain Definitions. As used in this Agreement, the following terms shall have
the following respective meanings:




          “Affiliate” means with respect to any Person, any Person that directly or indirectly
controls or is controlled by or is under common control with, such Person.




          “Agreement” shall have the meaning ascribed to such term in the Preamble.




          “Blackout Notice” shall have the meaning ascribed to such term in Section 9(c) hereof.




          “Blackout Period” shall have the meaning ascribed to such term in Section 9(c) hereof.




          “Blue Sky Application” shall have the meaning ascribed to such term in Section 7(a)
hereof.




          “Commission” means the Securities and Exchange Commission or any other federal agency
at the time administering the Securities Act and the Exchange Act.




          “Common Stock” means (a) the common stock, par value $0.01 per share, of the Company,
(b) any other capital stock of any class or classes (however designated) of the Company, authorized
on or after the date hereof, the holders of which shall have the right, without limitation as to
amount, either to all or to a share of the balance of current dividends and liquidating
distributions after the payment of dividends and distributions on any shares entitled to preference
in the distribution of assets upon the voluntary or involuntary dissolution of the Company, and the
holders of which shall ordinarily, in the absence of contingencies or in the absence of any
provision to the contrary in the Memorandum of Association, be entitled to vote for the election of
a majority of directors of the Company (even though the right so to vote has






 









 







been suspended by the happening of such a contingency or provision), and (c) any other
securities into which or for which any of the securities described in (a) or (b) may be converted
or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or
other similar transaction.




          “Company” shall have the meaning ascribed to such term in the Preamble.



          “Company Indemnified Person” shall have the meaning ascribed to such term in Section
7(a) hereof.



          “Demand Registration” shall have the meaning ascribed to such term in Section 3(a)
hereof.



          “Exchange Act” means the Securities Exchange Act of 1934, or any similar or successor
federal statute, and the rules and regulations of the Commission thereunder, all as the same shall
be in effect from time to time.



          “Form F-1 and F-3” means Forms F-1 and F-3, as the case may be, promulgated under the
Securities Act and as in effect on the date hereof or any similar or successor forms promulgated
under the Securities Act or adopted by the Commission.



          “Grandunion” shall have the meaning ascribed to such term in the Preamble.



          “Lock-Up Period” means the period from the date hereof until the one year anniversary
of the Closing Date under as defined in the Purchase Agreement, with respect to the shares of
Common Stock owned by Grandunion as a result of the Purchase Agreement.



          “Losses” shall have the meaning ascribed to such term in Section 7(a) hereof.



          “Memorandum of Association” means the Company’s Memorandum of Association in effect on
the date hereof and as amended, modified or restated from time to time.



          “Other Shareholders” shall have the meaning ascribed to such term in Section 2(b)
hereof.



          “Persons” means an individual, corporation, limited liability company, partnership,
joint venture, trust, or unincorporated organization, or a government or any agency or political
subdivision thereof.



          “Purchase Agreement” shall have the meaning ascribed to such term in the Recitals.



          “Registrable Shares” means (i) the shares of Common Stock issued pursuant to the
Purchase Agreement; and (ii) any shares of Common Stock or other securities issued or issuable in
respect of such shares of Common Stock upon any stock split, stock dividend, recapitalization,
reorganization, merger, consolidation, sale of assets or similar event. As to any



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particular Registrable Shares, such Registrable Shares shall cease to be Registrable Shares
when (A) they have been registered under the Securities Act, the registration statement in
connection therewith has been declared effective, and they have been disposed of pursuant to such
effective registration statement, (B) all such shares are available for resale (whether or not so
sold) to the public pursuant to Rule 144 (or any successor rule) without any volume limitation or
other restriction, (C) they shall have been otherwise transferred and the subsequent disposition of
them shall not require registration under the Securities Act, (D) they shall have ceased to be
outstanding, or (E) they are transferred in a transaction pursuant to which the registration rights
are not assigned in accordance with Section 12 of this Agreement.



          “Registration Expenses” shall have the meaning ascribed to such term in Section 10(a)
hereof.



          “Rule 144” means Rule 144 promulgated under the Securities Act or any similar or
successor rule.



          “Rule 145” means Rule 145 promulgated under the Securities Act or any similar or
successor rule.



          “Rule 415” means Rule 415 promulgated by the Securities Act or any similar or
successor rule.



          “Securities Act” means the Securities Act of 1933, or any similar or successor federal
statute, and the rules and regulations of the Commission thereunder, all as the same shall be in
effect from time to time.



          “Securities Registration” shall have the meaning ascribed to such term in Section 7(a)
hereof.



          “Seller Indemnified Person” shall have the meaning ascribed to such term in Section
7(b) hereof.



          “Selling Expenses” shall have the meaning ascribed to such term in Section 10(a)
hereof.


Section 2. “Piggy-Back” Registrations.




          (a) If, at any time commencing after the expiration of the Lock-Up Period, the Company shall
propose to register under the Securities Act (other than pursuant to Sections 3 and 4 of this
Agreement) any of its securities, whether for its own account or for the account of other security
holders, or both (other than a registration statement relating either to the sale of securities to
employees of the Company pursuant to a stock option, stock purchase or similar plan, a Rule 145
transaction or a registration on any form which does not include substantially similar information
as would be required to be included in a registration statement covering the sale of Registrable
Shares), then the Company will, promptly following the engagement of counsel to the Company to
prepare the documents to be used in connection with such registration statement, give written
notice to all holders of Registrable Shares of its intention so to do. Upon the written request



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of any such holder, received by the Company within ten (10) business days after the receipt of
any such notice by such holder, to register any or all of its Registrable Shares, the Company will,
subject to Section 2(c) below, use its reasonable efforts to cause the Registrable Shares as to
which registration shall have been so requested to be included in the securities to be covered by
the registration statement proposed to be filed by the Company, all to the extent requisite to
permit the sale or other disposition by the holder of such Registrable Shares so registered, in
accordance with the plan of distribution set forth in such registration statement. If no request
for inclusion from a holder is received within the specified time, such holder shall have no
further right to participate in such piggyback registration.



          (b) If the registration of which the Company gives notice as provided above is for a
registered public offering involving an underwriting, the Company shall so advise the holders of
Registrable Shares as a part of the written notice given referred to in paragraph (a) above. In
such event the right of any holder of Registrable Shares to registration pursuant to this Section 2
shall be conditioned upon such holder’s participation in such underwriting to the extent provided
herein. All holders of Registrable Shares proposing to distribute their securities through such
underwriting shall (together with the shares of Common Stock to be registered by the Company and
shares of Common Stock held by Persons who by virtue of agreements with the Company are entitled to
include shares in such registration (the “Other Shareholders”)) enter into an underwriting
agreement in customary form with the underwriter or underwriters selected for underwriting by the
Company. If any holder of Registrable Shares disapproves of the terms of any such underwriting, it
may elect to withdraw therefrom by written notice to the Company and the managing underwriter;
provided, however that such withdrawal must be made prior to the pricing of such
underwritten offering. Any Registrable Shares or other securities excluded or withdrawn from such
underwriting shall be withdrawn from such registration.



          (c) Notwithstanding any other provision of this Section 2, if the underwriter determines that
marketing factors require a limitation on the number of shares to be underwritten, the underwriter
may exclude all Registrable Shares from, or limit the number of Registrable Shares to be included
in, such registration and underwriting that would otherwise be underwritten pursuant to this
Section 2, provided that all other securities requested to be included in such registration
statement, other than securities being registered on behalf of the Company or on behalf of the
holder thereof who had the right to require the Company to file the registration statement in
question, shall be excluded first. The Company shall so advise in writing all holders of
securities requesting registration of any limitations on the number of shares to be underwritten
and the number of shares of securities that are entitled to be included in the registration and the
Company shall be obligated to include in such registration statement only such limited portion
(which may be none) of the Registrable Shares as the managing underwriter determines in good faith.
If the managing underwriter determines that marketing factors require a limitation on the number
of Registrable Shares to be registered under this Section 2, then Registrable Shares shall be
excluded in such manner that the securities to be sold shall be allocated among the selling holders
pro rata based on their ownership of Registrable Shares, subject to any rights of
third parties which are senior to the rights of the holders of Registrable Shares. No “piggy-back”
right under this Section 2 shall be construed to limit any registration required under Section 3.



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          (d) Notwithstanding the foregoing provisions, the Company may withdraw any registration
statement referred to in this Section 2 without thereby incurring any liability to the holders of
Registrable Shares.



          (e) Notwithstanding anything to the contrary herein, Registrable Shares which are (i) subject
to any lock-up, including during the Lock-Up Period, or (ii) covered by an effective registration
statement on Form F-3 will not be entitled to the registration rights set forth in this Section 2.


Section 3. Demand Registrations.




          (a) At any time after December 31, 2011, the holders of Registrable Shares may request the
Company to register for sale under the Securities Act all or any portion of the Registrable Shares
held by such requesting holder or holders for sale in the manner specified in such notice (a
“Demand Registration”); provided, that each Demand Registration be at least equal to 1,000,000 (as
such number may be adjusted for stock splits, stock dividend and similar events) of the Company’s
then outstanding common shares.



          (b) Grandunion shall have the right to two (2) Demand Registrations pursuant to this Section
3, provided, that the Company will not be obligated to effect more than one Demand Registration in
any three (3) month period and more than one Demand Registration for each in any twelve (12) month
period.



          (c) Notwithstanding anything to the contrary contained herein, the Company shall not be
required to effect a registration pursuant to this Section 3 during the period commencing thirty
(30) days prior to the estimated filing date of, and ending on the date which is within one hundred
eighty (180) days after the effective date of a registration statement filed by the Company
covering an underwritten public offering, which includes securities to be sold for the account of
the Company.



          (d) Following receipt of any notice under this Section 3, the Company shall immediately notify
all holders of Registrable Shares from whom notice has not been received and such holders shall
then be entitled within ten (10) business days after receipt of such notice from the Company to
request the Company to include in the requested registration all or any portion of their
Registrable Shares. If no request for inclusion from a holder is received within the specified
time, such holder shall have no further right to participate in such registration. The Company
shall, as expeditiously as possible following a receipt of any notice under Section 3, but in any
event within ninety (90) days, cause to be filed with the Commission a registration statement on an
appropriate form as shall be selected by the Company providing for the registration under the
Securities Act of the Registrable Shares that the Company has been so requested to register by all
such holders, to the extent necessary to permit the disposition of such Registrable Shares so to be
registered in accordance with the intended methods of disposition thereof specified in such
registration statement. The Company shall use its reasonable efforts to have such registration
statement declared effective by the Commission as soon as practicable thereafter, but in any event
within sixty (60) days following a Demand Registration if the registration statement is not
reviewed by the Commission and within one hundred eighty (180) days following a Demand Registration
in the event that the registration statement is reviewed by the Commission, and to keep such



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registration statement continuously effective for the period specified in Section 9(b);
provided however that such period shall expire as set forth in Section 5. Notwithstanding the
foregoing sentence, the Company shall in no event be obligated to have such registration statement
declared effective prior to December 31, 2011. The Company shall not be obligated to register,
pursuant to this Section 3, the Registrable Shares of any holder who fails to provide promptly to
the Company such information as the Company may reasonably request at any time to enable the
Company to comply with any applicable law or regulation or to facilitate preparation of the
registration statement.



          (e) If the holders requesting such registration intend to distribute the Registrable Shares
covered by their request by means of an underwriting, they shall so advise the Company as a part of
their request made pursuant to this Section 3 and the Company shall include such information in the
written notice referred to in paragraph (d) above. The right of any holder to participate in an
underwritten registration pursuant to this Section 3 shall be conditioned upon such holder’s
agreeing to participate in such underwriting and to permit inclusion of such holder’s Registrable
Shares in the underwriting. If such method of disposition is an underwritten public offering, the
holders of at least a majority in interest of the Registrable Shares to be sold in such offering
may designate the managing underwriter of such offering, subject to the approval of the Company,
which approval shall not be unreasonably withheld or delayed.



          (f) In addition to Registrable Shares, a registration statement filed pursuant to this Section
3 may, subject to the following provisions, also include (i) shares of Common Stock for sale by the
Company for the Company’s own account, (ii) shares of Common Stock held by officers or directors of
the Company and (iii) shares of Common Stock held by Other Shareholders, in each case for sale in
accordance with the method of disposition specified by the requesting holders. If such
registration shall be underwritten, each holder of Registrable Shares the Company, such officers
and directors and Other Shareholders proposing to distribute their shares through such underwriting
shall enter into an underwriting agreement in customary form with the representative of the
underwriter or underwriters selected for such underwriting. If the managing underwriter determines
that marketing factors require a limitation of the number of Registrable Shares to be registered
under this Section 3, then Registrable Shares shall be excluded in such manner that the securities
to be sold shall be allocated among the selling holders pro rata based on their
ownership of Registrable Shares. In any event, all securities to be sold other than Registrable
Shares will be excluded prior to any exclusion of Registrable Shares. No Registrable Shares or any
other security excluded from the registration and underwriting by reason of the underwriter’s
marketing limitation shall be included in such registration and underwriting. If any holder of
Registrable Shares, officer, director or Other Shareholder who has requested inclusion in such
registration as provided above, disapproves of the terms of the underwriting, such holder of
securities may elect to withdraw therefrom by written notice to the Company and the managing
underwriter. The securities so withdrawn shall also be withdrawn from registration.


Section 4. Short-Form Registration on Form F-3. If at any time after December 31, 2011 (i)
Grandunion requests that the Company file a registration statement on Form F-3 for a public
offering of all or any portion of the Registrable Shares held by such requesting holder or holders,
and (ii) the Company is a registrant entitled to use Form F-3 to register such shares, then the
Company, as expeditiously as possible following a receipt of any notice under this Section 4, but






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in any event within sixty (60) days, shall cause to be filed with the Commission a registration
statement on Form F-3 providing for the registration under the Securities Act of the Registrable
Shares that the Company has been so requested to register by all such holders, to the extent
necessary to permit the disposition of such Registrable Shares so to be registered in accordance
with the intended methods of disposition thereof specified in such registration statement and shall
use its reasonable efforts to have such Form F-3 declared effective by the Commission as soon as
practicable thereafter, but in any event within sixty (60) days following the filing of the
registration statement if such registration statement is not reviewed by the Commission and within
one hundred eighty (180) days following the filing of the registration statement in the event that
such registration statement is reviewed by the Commission and to keep such registration statement
continuously effective for the period specified in Section 9(b); provided however that such period
shall expire as set forth in Section 5. Whenever the Company is required by this Section 4 to
effect the registration of Registrable Shares, each of the procedures and requirements of Section
3, including, but not limited to, the requirement that the Company notify all holders of
Registrable Shares from whom notice has not been received and provide them with the opportunity to
participate in the offering (provided, however that holders shall have no more than
ten (10) business days to reply to the Company’s notice in order to participate in the offering),
shall apply to such registration. The obligations of the Company under this Section 4 shall expire
at any time after the Company has effected two registrations for the benefit of each of the holders
of Registrable Shares pursuant to a registration on Form F-3 unless the Commission has required the
Company to exclude Registrable Shares from such registration statement pursuant to Rule 415 or
otherwise or a previously effective Form F-3 registration statement is no longer usable or has been
withdrawn, in which case Grandunion shall be entitled to one additional registration statement on
Form F-3 for each such event.



Section 5. Expiration of Obligations. The obligations of the Company to register
Registrable Shares pursuant to Sections 2, 3 and 4 of this Agreement shall expire when no
Registrable Shares are outstanding.



Section 6. Effectiveness of Registration Statements. The Company will use its reasonable
efforts to maintain the effectiveness of any registration statement pursuant to which any of the
Registrable Shares are being offered for the period set forth in Section 9(b); provided however
that such period shall expire as set forth in Section 5.



Section 7. Indemnification; Procedures; Contribution.




          (a) In the event that the Company registers any of the Registrable Shares under the Securities
Act in accordance with this Agreement, the Company will, to the extent permitted by law, indemnify
and hold harmless each holder of the Registrable Shares and each underwriter of the Registrable
Shares (including their officers, directors, affiliates and partners) so registered (including any
broker or dealer through whom such shares may be sold) and each Person, if any, who controls such
holder or any such underwriter within the meaning of Section 15 of the Securities Act and Section
20 of the Exchange Act (each a “Company Indemnified Person”) from and against any and all losses,
claims, damages, expenses or liabilities, joint or several (collectively, “Losses”), to which they
or any of them become subject under the Securities Act or under any other statute or at common law
or otherwise, and, except as



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hereinafter provided, will reimburse each such Company Indemnified Person, if any, for any
legal or other expenses reasonably incurred by them or any of them in connection with investigating
or defending any actions whether or not resulting in any liability, solely insofar as such Losses
(or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged
untrue statement of any material fact contained in the registration statement under which such
Registrable Shares were registered under the Securities Act pursuant to this Agreement, any
preliminary prospectus or final prospectus contained therein, or any free writing prospectus
related thereto, or any amendment or supplement thereof, any filing with any state or federal
securities commission or agency or any other prospectus, offering circular or other document
incident to such registration (any such application, document or information herein called a
“Securities Registration”), or based on any omission or alleged omission in any Securities
Registration to state therein a material fact required to be stated therein or necessary to make
the statements therein, in light of the circumstances in which they were made, not misleading, (ii)
any blue sky application or other document executed by the Company specifically for that purpose or
based upon written information furnished by the Company filed in any state or other jurisdiction in
order to qualify any or all of the Registrable Shares under the securities laws thereof (any such
application, document or information herein called a “Blue Sky Application”), (iii) any omission or
alleged omission to state in any such Securities Registration or in any Blue Sky Application
executed or filed by the Company, a material fact required to be stated therein or necessary to
make the statements therein not misleading, (iv) any violation by the Company or its agents of the
Securities Act or any rule or regulation promulgated under the Securities Act applicable to the
Company or its agents and relating to action or inaction required of the Company in connection with
such Securities Registration, or (v) any failure to register or qualify the Registrable Shares in
any state where the Company or its agents has affirmatively undertaken or agreed in writing that
the Company (the undertaking of any underwriter chosen by the Company being attributed to the
Company) will undertake such registration or qualification (provided that in such instance the
Company shall not be so liable if it has used its reasonable efforts to so register or qualify the
Registrable Shares) and will reimburse each Company Indemnified Person for any legal or other
expenses reasonably incurred by them in connection with investigating or defending any such Loss
(or actions in respect thereof), promptly after being so incurred; provided,
however, that the Company will not be liable in any such case (i) through (v) above and
will not be required to reimburse any such expenses: (A) if and to the extent that any such Loss
arises out of or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission so made in reliance upon and in conformity with written information furnished by
any such Company Indemnified Person in writing specifically for use in such Securities Registration
or Blue Sky Application; or (B) the sale was made during the Blackout Period after the holder
received a Blackout Notice pursuant to Section 9(c).



          (b) In the event of a registration of any of the Registrable Shares under the Securities Act
in accordance with this Agreement, each holder of such Registrable Shares thereunder, severally and
not jointly, will indemnify and hold harmless the Company, each Person, if any, who controls the
Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act,
each officer of the Company who signs the registration statement, each director of the Company,
each other holder of Registrable Shares, each underwriter and any broker or dealer through whom
such shares may be sold and each Person who controls such underwriter or broker within the meaning
of Section 15 of the Securities Act or Section 20 of the Exchange Act (each a “Seller Indemnified
Person”), against all Losses, to



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which a Seller Indemnified Person may become subject under the Securities Act or under any
other statute or at common law or otherwise, and, except as hereinafter provided, will reimburse
each such Seller Indemnified Person, if any, for any legal or other expenses reasonably incurred by
them or any of them in connection with investigating or defending any actions whether or not
resulting in any liability, solely insofar as such Losses (or actions in respect thereof) arise out
of or are based upon:



          (i) any untrue statement or alleged untrue statement of any material fact contained in any
Securities Registration or any Blue Sky Application or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated therein or necessary to
make the statements therein not misleading, and will reimburse each Seller Indemnified Person for
any legal or other expenses reasonably incurred by them in connection with investigating or
defending any such Losses (or actions in respect thereof), promptly after being so incurred,
provided, however, that such holder will be liable hereunder in any such case if
and only to the extent that any such Loss arises out of or is based upon an untrue statement or
alleged untrue statement or omission or alleged omission made in reliance upon and in conformity
with information pertaining to such holder, as such, furnished in writing to the Company by such
holder specifically for use in such Securities Registration or any Blue Sky Application; and
provided, further, that the liability of each holder hereunder shall be limited to
the proportion of any such Loss which is equal to the proportion that the public offering price of
all securities sold by such holder under such registration statement bears to the total public
offering price of all securities sold thereunder, but not in any event to exceed the net proceeds
received by such holder from the sale of Registrable Shares covered by such registration statement;
or



          (ii) any sale made during the Blackout Period after the holder received a Blackout Notice
pursuant to Section 9(c).



          (c) Promptly after receipt by an indemnified party hereunder of notice of the commencement of
any action, such indemnified party shall, if a claim in respect thereof is to be made against the
indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so
to notify the indemnifying party shall not relieve it from any liability which it may have to such
indemnified party other than under this Section 7 and shall only relieve it from any liability
which it may have to such indemnified party under this Section 7 if and to the extent the
indemnifying party is prejudiced by such omission. In case any such action shall be brought
against any indemnified party and it shall notify the indemnifying party of the commencement
thereof, the indemnifying party shall be entitled to participate in and, to the extent it shall
wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such
indemnified party, and, after notice from the indemnifying party to such indemnified party of its
election so to assume and undertake the defense thereof, the indemnifying party shall not be liable
to such indemnified party under this Section 7 for any reasonable legal expenses subsequently
incurred by such indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected, provided, however,
that, if the defendants in any such action include both the indemnified party and the indemnifying
party and the indemnified party shall have reasonably concluded that there may be reasonable
defenses available to it which are different from or additional to those available to the
indemnifying party or that the interests of the indemnified



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party reasonably may be deemed to conflict with the interests of the indemnifying party, the
indemnified party shall have the right to select a separate counsel reasonably satisfactory to the
indemnifying party and to assume such legal defenses and otherwise to participate in the defense of
such action, with the reasonable expenses and fees of such separate counsel and other expenses
related to such participation to be reimbursed by the indemnifying party as incurred. No
indemnifying party, in the defense of any such claim or action, shall, except with the consent of
each indemnified party, consent to entry of any judgment or enter into any settlement which does
not include as an unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect to such claim or action, and the
indemnification agreements contained in Sections 7(a) and 7(b) shall not apply to any settlement
entered into in violation of this sentence. Each indemnified party shall furnish such information
regarding itself or the claim in question as an indemnifying party may reasonably request in
writing and as shall be reasonably required in connection with defense of such claim and litigation
resulting therefrom.



          (d) If the indemnification provided for in Section 7(a) or 7(b) from the indemnifying party
for any reason is unavailable to (other than by reason of exceptions provided therein), or is
insufficient to hold harmless, an indemnified party hereunder in respect of any claim for
indemnification, then the indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified party as a result of such claim in
such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the
one hand, and the indemnified party, on the other hand, in connection with the actions that
resulted in such claim, as well as any other relevant equitable considerations. The relative fault
of such indemnifying party and indemnified party shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact, has been made by, or
relates to information supplied by, such indemnifying party or indemnified party, and the parties’
relative intent, knowledge, access to information and opportunity to correct or prevent such
action. If, however, the foregoing allocation is not permitted by applicable law, then each
indemnifying party shall contribute to the amount paid or payable by such indemnified party in such
proportion as is appropriate to reflect not only such relative faults but also the relative
benefits of the indemnifying party and the indemnified party as well as any other relevant
equitable considerations.



               The parties hereto agree that it would not be just and equitable if contribution pursuant to
this Section 7(d) were determined by pro rata allocation or by any other
method of allocation that does not take into account the equitable considerations referred to in
the immediately preceding paragraph. The amount paid or payable by a party as a result of any claim
referred to in the immediately preceding paragraph shall be deemed to include, any reasonable legal
or other fees, costs or expenses reasonably incurred by such party in connection with any
investigation or proceeding. Notwithstanding anything in this Section 7(d) to the contrary, no
indemnifying party (other than the Company) shall be required pursuant to this Section 7(d) to
contribute any amount in excess of the net proceeds received by such indemnifying party from the
sale of the Registrable Shares pursuant to the registration statement giving rise to such claims,
less all amounts previously paid by such indemnifying party with respect to such claims. No person
guilty of fraudulent misrepresentation (within the meaning of



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Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.



          (e) Notwithstanding the foregoing, to the extent that the provisions on indemnification and
contribution contained in the underwriting agreement entered into in connection with an
underwritten public offering are in conflict with the foregoing provisions, the provisions in the
underwriting agreement shall control.



          (f) The indemnities and obligations provided in this Section 7 shall survive the completion of
any offering of Registrable Shares and the transfer of any Registrable Shares by such holder.



          (g) The provisions of this Section 7 shall be in addition to any other rights to
indemnification or contribution which an indemnified party may have pursuant to law, equity,
contract or otherwise.


Section 8. Exchange Act Registration and Rule 144 Reporting.




          (a) With a view to making available the benefits of certain rules and regulations of the
Commission that may at any time permit the sale of the Registrable Shares to the public without
registration, except as provided in paragraph (iii) below, at all times, the Company agrees to:



               (i) Make and keep public information available, as those terms are understood and defined in
Rule 144, at all times;



               (ii) Use its reasonable efforts to file with the Commission in a timely manner all reports and
other documents required of the Company under the Securities Act and the Exchange Act; and



               (iii) So long as any holder owns any Registrable Shares, furnish to each holder of Registrable
Shares forthwith upon request (A) a written statement by the Company as to its compliance with the
reporting requirements of Rule 144, the Securities Act and the Exchange Act, or that it qualifies
as a registrant whose securities may be resold pursuant to Form F-3 (at any time after the Company
so qualifies), (B) a copy of the most recent report of the Company filed with the Commission, and
(C) such other information, reports and documents so filed by the Company as such holder may
reasonably request in availing itself of any rule or regulation of the Commission allowing such
holder to sell any Registrable Shares without registration.


Section 9. Registration Procedures.




          (a) If and whenever the Company is required by the provisions of this Agreement to effect the
registration of any Registrable Shares under the Securities Act, the Company will, as expeditiously
as possible:



               (i) In the case of a registration statement under Section 3 or 4, prepare and file with the
Commission a registration statement (which, in the case of an underwritten public



11









 







offering pursuant to Section 3, shall be on Form F-1 or other form of general applicability
satisfactory to the managing underwriter selected as therein provided and in the case of an
offering under Section 4 shall be on Form F-3) with respect to such securities including executing
an undertaking to file post-effective amendments and use its reasonable efforts to cause such
registration statement to become and remain effective for the period of the distribution
contemplated thereby;



               (ii) Prepare and file with the Commission such amendments and supplements to such registration
statement and the prospectus used in connection therewith as may be necessary to keep such
registration statement effective for the period specified herein and comply with the provisions of
the Securities Act with respect to the disposition of all Registrable Shares covered by such
registration statement;



               (iii) Prior to filing any registration statement described in this Agreement, furnish to each
holder of Registrable Shares, within a reasonable time prior to such filing, copies of the
registration statement and any amendments or supplements thereto and any prospectus forming a part
thereof, which documents shall be subject to the review of counsel representing each holder, and
use all reasonable efforts to reflect in each such document when so filed with the Commission such
comments as counsel representing each holder shall reasonably propose;



               (iv) Furnish to each seller of Registrable Shares and to each underwriter, if applicable, such
number of copies of the registration statement and each such amendment and supplement thereto (in
each case including all exhibits) and the prospectus included therein (including each preliminary
prospectus) as such Persons reasonably may request in order to facilitate the public sale or other
disposition of the Registrable Shares covered by such registration statement;



               (v) Use its reasonable efforts to register or qualify the Registrable Shares covered by such
registration statement under the securities or “blue sky” laws of such jurisdictions as the sellers
of Registrable Shares or, in the case of an underwritten public offering, the managing underwriter
reasonably shall request; provided, however, that the Company shall not for any
such purpose be required to qualify generally to transact business as a foreign corporation in any
jurisdiction where it is not so qualified or to consent to general service of process in any such
jurisdiction, unless the Company is already subject to service in such jurisdiction;



               (vi) Use its reasonable efforts to list the Registrable Shares covered by such registration
statement with any securities exchange or quotation system on which the Common Stock of the Company
is then listed;



               (vii) File any “free writing prospectus” (as defined in Rule 405 under the Securities Act)
that is required to be filed with the Commission in accordance with the Securities Act;



               (viii) Notify each holder of Registrable Shares, promptly after receiving notice thereof, of
the time when the registration statement becomes effective or when any amendment or supplement or
any prospectus forming a part of the registration statement has been filed;



12









 





               (ix) Comply with all applicable rules and regulations under the Securities Act and Exchange
Act;



               (x) Immediately notify each holder of Registrable Shares and each underwriter under such
registration statement, at any time when a prospectus relating thereto is required to be delivered
under the Securities Act, of the happening of any event of which the Company has knowledge as a
result of which the prospectus contained in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in light of the
circumstances then existing, and promptly prepare and furnish to such seller a reasonable number of
copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers
of such Registrable Shares, such prospectus shall not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in light of the circumstances then existing;



               (xi) Advise each holder of Registrable Shares after the Company shall receive notice or
otherwise obtain knowledge of the issuance of any order by the Commission preventing or suspending
the effectiveness of the registration statement or any amendment thereto or of the initiation or
threatening of any proceeding for that purpose and promptly use all reasonable efforts to prevent
the issuance, or to obtain its withdrawal at the earliest possible moment, of any stop order with
respect to the applicable registration statement or other order suspending the use of any
preliminary or final prospectus;



               (xii) If the offering is underwritten and at the request of any seller of Registrable Shares,
furnish on the date that Registrable Shares are delivered to the underwriters for sale pursuant to
such registration (A) an opinion dated such date of counsel representing the Company for the
purposes of such registration, and (B) a letter dated such date from the independent public
accountants retained by the Company, and each of the opinion and the letter shall be in customary
form and covering substantially the same matters with respect to such registration statement and as
are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to
the underwriters in an underwritten offerings of securities;



               (xiii) Upon reasonable notice and at reasonable times during normal business hours and without
undue interference of the Company’s business or operations, make available for inspection by each
seller of Registrable Shares, any underwriter participating in any distribution pursuant to such
registration statement, and any attorney, accountant or other agent retained by such seller or
underwriter, reasonable access to all financial and other records, pertinent corporate documents
and properties of the Company, as such parties may reasonably request, and cause the Company’s
officers, directors and employees to supply all information reasonably requested by any such
seller, underwriter, attorney, accountant or agent in connection with such registration statement;
provided that the Company need not disclose any such information to any such seller or its
representative unless and until such person has entered into a confidentiality agreement with the
Company;



               (xiv) Cooperate with the selling holders of Registrable Shares and the managing underwriter,
if any, to facilitate the timely preparation and delivery of certificates representing Registrable
Shares to be sold, such certificates to be in such denominations and



13









 







registered in such names as such holders or the managing underwriter may request at least two
(2) business days prior to any sale of Registrable Shares; and



               (xv) The Company shall make generally available to its security holders, as soon as reasonably
practical, an earnings statement (in form complying with, and in the manner provided by, the
provisions of Rule 158 under the Securities Act) covering a twelve-month period beginning not later
than the first day of the Company’s fiscal quarter next following the effective date of a
registration statement filed hereunder.



          (b) For purposes of this Agreement, the period of distribution of Registrable Shares in a firm
commitment underwritten public offering shall be deemed to extend until each underwriter has
completed the distribution of all securities purchased by it, and the period of distribution of
Registrable Shares in any other registration shall be deemed to extend until the earlier of the
sale of all Registrable Shares covered thereby or one hundred eighty (180) days after the effective
date thereof, provided, however, in the case of any registration of Registrable
Shares on Form F-3 or a comparable or successor form which are intended to be offered on a
continuous or delayed basis, such 180 day-period shall be extended, if necessary, to keep the
registration statement effective until all such Registrable Shares are sold, provided that Rule
415, or any successor or similar rule promulgated under the Securities Act, permits an offering on
a continuous or delayed basis, and provided further that applicable rules under the Securities Act
governing the obligation to file a post-effective amendment, permit, in lieu of filing a
post-effective amendment which (i) includes any prospectus required by Section 10(a)(3) of the
Securities Act or (ii) reflects facts or events representing a material or fundamental change in
the information set forth in the registration statement, the incorporation by reference of
information required to be included in (i) and (ii) above contained in periodic reports filed
pursuant to Section 13 or 15(d) of the Exchange Act in the registration statement.



          (c) The Company shall be entitled to postpone a registration under Section 3 and to require
the holders of Registrable Shares to discontinue the disposition of their securities covered by a
registration under Section 4 during any Blackout Period (as defined below) (i) if the Board of
Directors of the Company determines in good faith that effecting such a registration or continuing
such disposition at such time would be advisable in light of pending or anticipated corporate
developments, or (ii) if the Company is in possession of material, non-public information that the
Board of Directors of the Company determines in good faith is not in the best interests of the
Company to disclose in a registration statement at such time; provided, however,
that the Company may only delay a Demand Registration pursuant to this Section 9(c) by delivery of
a Blackout Notice (as defined below) within thirty (30) days of delivery of the request for
registration under Section 3 and may delay such registration and require the holders of Registrable
Shares to discontinue the disposition of their securities covered by a registration under Section 4
for two (2) periods of up to thirty (30) days or one (1) period of up to one hundred twenty (120)
days (or such earlier time as such transaction is consummated or no longer proposed or the material
information has been made public) in any twelve (12) month period (the “Blackout Period”). The
Company shall promptly notify the holders of Registrable Shares in writing (a “Blackout Notice”) of
any decision to postpone a registration under Section 3 or to discontinue sales of Registrable
Shares covered by a registration Section 4 pursuant to this Section 9(c) and shall include a
general statement (which statement shall not include any material, non-public information) of the
reason for such postponement, an approximation of the



14









 







anticipated delay and an undertaking by the Company promptly to notify the holders as soon as
a registration may be effected or sales of Registrable Shares covered by a registration under
Section 4 may resume. In making any such determination to initiate or terminate a Blackout Period,
the Company shall not be required to consult with or obtain the consent of any holder, and any such
determination shall be the Company’s sole responsibility. Each holder shall treat all notices
received from the Company pursuant to this Section 9(c) in the strictest confidence and shall not
disseminate such information. If the Company shall postpone the filing of a registration statement
pursuant to a Blackout Period, the holders who were to participate therein shall have the right to
withdraw the request for registration. Any such withdrawal shall be made by giving written notice
to the Company within thirty (30) days after receipt of the Blackout Notice. Such withdrawn
registration request shall not be treated as a registration demand effected pursuant to Section 3
(and shall not be counted towards the number of demand registrations to be effected under Section
3(c)), and the Company shall pay all Registration Expenses in connection therewith.



          (d) Whenever under the preceding Sections of this Agreement the holders of Registrable Shares
are registering such shares pursuant to any registration statement, each such holder agrees to: (i)
timely provide in writing to the Company, at its request, such information and materials as the
Company may reasonably request in order to effect the registration of such Registrable Shares in
compliance with federal and applicable state securities laws; (ii) provide the Company with
appropriate representations with respect to the accuracy of such information provided by such
seller pursuant to subsection (i); or (iii) upon receipt of a Blackout Notice or a notice that
untrue statement or alleged untrue statement or omission or alleged omission was contained in a
prospectus, immediately discontinue disposition of Registrable Shares, until such holder is advised
by the Company in writing that such disposition may again be made. The provisions of such
information shall be a condition to the Company’s obligations to register Registrable Shares.



          (e) If for any reason the Commission does not permit all of the Registrable Shares to be
included in a registration statement filed pursuant to this Agreement or if for any other reason
any Registrable Shares are not permitted by the Commission to be included in a registration
statement filed under this Agreement, the Company may reduce, on a pro rata basis, the total number
of Registrable Shares to be registered on behalf of Grandunion, subject to any other shares which
may be registered under such registration statement being reduced only after the reduction of the
Registrable Shares. Grandunion may require the Company to prepare and file, at any time after the
later of (i) the date on which the Commission shall indicate as being the first date or time that
such filing may be made or (ii) one hundred twenty (120) days following the effective date of the
previous registration statement filed pursuant to this Agreement, an additional registration
statement covering the resale of all Registrable Shares not already covered by an existing and
effective registration statement for an offering to be made on a continuous basis pursuant to Rule
415. The Company shall cause each such registration statement to be declared effective under the
Securities Act no later than one hundred eighty (180) days following the filing of such
registration statement, and shall use its reasonable efforts to keep such registration statement
effective for the period specified in Section 9(b); provided however that such period shall expire
as set forth in Section 5.



15









 





          (f) Notwithstanding anything to the contrary contained in this Agreement, in the event the
Commission determines any registration statement filed pursuant to this Agreement (i) constitutes a
primary offering of securities by the Company or (ii) requires holders of Registrable Shares to be
named as an underwriter and such party does not consent to being so named as an underwriter in such
registration statement, the Company may reduce the total number of Registrable Shares to be
registered on behalf of each of the holders of Registrable Shares, and the failure to include such
Registrable Shares in any registration statement shall not cause the Company to be required to pay
any penalty, financial or otherwise, as described in this Agreement. In the event of any such
reduction in Registrable Shares, holders of Registrable Shares have the right to require, upon
delivery of a written request to the Company, the Company to file a registration statement within
90 days of such request subject to any restrictions imposed by Rule 415, until such time as: (i)
provided in Section 5 or (iii) such the holders of Registrable Shares agree to be named as an
underwriter in any such registration statement.


Section 10. Expenses.




          (a) In the case of any registration statement under Sections 2, 3 or 4 of this Agreement, the
Company shall bear all costs and expenses of each such registration, including, but not limited to,
all registration and filing fees, printing expenses, fees and disbursements of counsel and
independent public accountants for the Company, fees and expenses (including counsel fees) incurred
in connection with complying with state securities or “blue sky” laws, fees of the Financial
Industry Regulatory Authority, Inc., transfer taxes, fees of transfer agents and registrars, costs
of any insurance which might be obtained by the Company with respect to the offering by the Company
(collectively, “Registration Expenses”). The Company shall have no obligation to pay or otherwise
bear: (i) the cost and expenses of procuring underwriters’ insurance in connection with the sale of
Registrable Shares by holders of Registrable Shares, (ii) any portion of the fees or disbursements
of counsel for the selling holders of Registrable Shares in connection with the registration of
their Registrable Shares, or (iii) any portion of the underwriters’ or any broker/ dealers’
commissions or discounts attributable to the Registrable Shares being offered and sold by the
holders of Registrable Shares (collectively, the “Selling Expenses”). All Selling Expenses in
connection with each registration statement under Sections 2, 3 or 4 shall be borne by the
participating sellers (including the Company, where applicable) in proportion to the number of
shares registered by each, or by such participating sellers other than the Company (to the extent
the Company shall be a seller) as they may agree.



          (b) The Company shall not be obligated to pay any expenses of the holders of the Registrable
Shares in connection with any registration initiated pursuant to Section 3 at the request of the
holders of the Registrable Shares if such registration statement is withdrawn, delayed or abandoned
at the request of the holders except as provided in Section 9(c).


Section 11. Conditions to Registration Obligations. The Company shall not be obligated to
effect the registration of Registrable Shares pursuant to Sections 2, 3 and 4 unless all holders of
shares being registered consent to reasonable conditions imposed by the Company as the Company
shall determine with the advice of counsel to be required by law including, without limitation:




16









 





          (a) conditions prohibiting the sale of shares by such holders until the registration shall
have been effective for a specified period of time;



          (b) conditions requiring such holder to comply with all prospectus delivery requirements of
the Securities Act and with all anti-stabilization, anti-manipulation and similar provisions of
Section 10 of the Exchange Act and any rules issued thereunder by the Commission, and to furnish to
the Company information about sales made in such public offering;



          (c) conditions prohibiting such holders upon receipt of telegraphic or written notice from the
Company (until further notice) from effecting sales of shares, such notice being given to permit
the Company to correct or update a registration statement or prospectus;



          (d) conditions requiring that at the end of the period during which the Company is obligated
to keep the registration statement effective under Section 6, the holders of shares included in the
registration statement shall discontinue sales of shares pursuant to such registration statement
upon receipt of notice form the Company of its intention to remove from registration the shares
covered by such registration statement that remain unsold, and requiring such holders to notify the
Company of the number of shares registered that remain unsold immediately upon receipt of notice
from the Company; and



          (e) conditions requiring the holders of Registrable Shares to enter into an underwriting
agreement in form and substance reasonably satisfactory to the Company and the holders of
Registrable Shares.


Section 12. Transferability of Registration Rights. For all purposes of this Agreement,
the holder of Registrable Shares shall include not only Grandunion but (i) any assignee or
transferee of the Registrable Shares who acquires and holds at least 1,000,000 Registrable Shares
(subject to appropriate adjustment for any stock split, reverse stock split, stock dividend,
recapitalization or similar transaction), or (ii) any of such Person’s Affiliates and;
provided, however, that each such assignee or transferee agrees in writing to be
bound by all of the provisions of this Agreement.




Section 13. [Intentionally Omitted]




Section 14. Miscellaneous.




          (a) No failure or delay on the part of any party to this Agreement in exercising any right,
power or remedy hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further exercise thereof or the
exercise of any other right, power or remedy hereunder. The remedies herein provided are
cumulative and not exclusive of any remedies provided by law.



          (b) Except as hereinafter provided, amendments or additions to this Agreement may be made,
termination of this Agreement, and compliance with any covenant or provision set forth herein may
be omitted or waived, if the Company shall obtain consent thereto in writing from Grandunion
(unless it does not beneficially own any Registrable Shares) and, if



17









 







they are not the beneficial owner of any of the Registrable Shares, the consent of such other
beneficial owners as would aggregate at least 51% in interest of the Registrable Shares. Any
waiver or consent may be given subject to satisfaction of conditions stated therein and any waiver
or consent shall be effective only in the specific instance and for the specific purpose for which
given.



          (c) All notices or other communications that are required or permitted hereunder shall be in
writing and sufficient if delivered personally or sent by internationally-recognized overnight
courier or by electronic mail, with a copy thereof to be delivered by internationally-recognized
overnight courier (as aforesaid) within 24 hours of such electronic mail, or by facsimile, with
confirmation as provided above addressed as follows:



     If to the Company to:


NewLead Holdings Ltd.

83 Akti Miaouli & Flessa Str.

Piraeus 185 38, Greece

Attn: Allan Shaw

Fax No: +30 (213) 014-8019




     With a copy to:


Mintz, Levin, Cohn, Ferris, Glovsky and

Popeo, P.C.

666 Third Avenue

New York, New York 10017

Attention: Kenneth R. Koch, Esq.

Fax No: (212) 983-3115




     If to Grandunion to:


Grandunion, Inc.

Akti Miaouli 83 & Flessa 1-7

Piraeus 185 38, Greece

Attention: Michail Zolotas

Fax No: +30 (213) 014-8019



or to such other address as the party to whom notice is to be given may have furnished to the other
party in writing in accordance herewith. All such notices or communications shall be deemed to be
received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of
internationally-recognized overnight courier, on the third business day after the date when sent
and (c) in the case of facsimile transmission or electronic mail, upon confirmed receipt.




          (d) This Agreement shall be binding upon and inure to the benefit of the Company and
Grandunion and their respective heirs, successors and assigns, except that the Company shall not
have the right to delegate its obligations hereunder or to assign its rights



18









 







hereunder or any interest herein without the prior written consent of the holders of at least
a majority in interest of the Registrable Shares, which shall include Grandunion as long as it owns
any Registrable Shares.



          (e) This Agreement and the Purchase Agreement constitute the entire agreement between the
parties and supersedes any prior understandings or agreements concerning the subject matter hereof.



          (f) The provisions of this Agreement and the Purchase Agreement are severable and, in the
event that any court of competent jurisdiction shall determine that any one or more of the
provisions or part of a provision contained in this Agreement and the Purchase Agreement shall, for
any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provision or part of a provision of this
Agreement and the Purchase Agreement; but this Agreement and the Purchase Agreement, shall be
reformed and construed as if such invalid or illegal or unenforceable provision, or part of a
provision, had never been contained herein, and such provisions or part reformed so that it would
be valid, legal and enforceable to the maximum extent possible.



          (g) In the event that any court of competent jurisdiction shall determine that any provision,
or any portion thereof, contained in this Agreement shall be unenforceable in any respect, then
such provision shall be deemed limited to the extent that such court deems it enforceable, and as
so limited shall remain in full force and effect. In the event that such court shall deem any such
provision, or portion thereof, wholly unenforceable, the remaining provisions of this Agreement
shall nevertheless remain in full force and effect.



          (h) The parties hereto acknowledge and agree that (i) each party and its counsel, if so
represented, reviewed and negotiated the terms and provisions of this Agreement and have
contributed to its revision and (ii) the rule of construction to the effect that any ambiguities
are resolved against the drafting party shall not be employed in the interpretation of this
Agreement.



          (i) This Agreement shall be governed by, and construed in accordance with, the internal laws
of the State of New York, and without giving effect to choice of laws provisions.



          (j) Article, section and subsection headings in this Agreement are included herein for
convenience of reference only and shall not constitute a part of this Agreement for any other
purpose.



          (k) This Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one and the same instrument, and any of the parties hereto may execute this
Agreement by signing any such counterparts.



          (l) Other than any Registration Rights Agreements or provisions relating to registration
rights that exist prior to the date of this Agreement, the Company represents that the rights
granted to the holders of Registrable Shares hereunder do not in any way conflict with and



19









 







are not inconsistent with any other agreements to which the Company is a party or by which it
is bound.



          (m) From and after the date of this Agreement, upon the request of any of Grandunion or the
Company, the Company and Grandunion, as applicable, shall execute and deliver such instruments,
documents and other writings as may be reasonably necessary or desirable to confirm and carry out
and to effectuate fully the intent and purposes of this Agreement.



          (o) Notwithstanding anything to the contrary contained herein, this Agreement shall not become
effective unless and until the closing contemplated by the Purchase Agreement.



[SIGNATURE PAGE IMMEDIATELY FOLLOWING]




20









 





     IN WITNESS WHEREOF, the parties hereto have executed this Agreement or caused this Agreement
to be executed by their duly authorized representatives as of the date first written above.



	 	 	 	 	 
	 	NEWLEAD HOLDINGS LTD.

 	 
	 	By:  	/s/
Allan Shaw 	 
	 	 	Name:  	Allan Shaw 	 
	 	 	Title:  	Chief Financial Officer	 
	 
	 	GRANDUNION, INC.

 	 
	 	By:  	/s/
Michail Zolotas 	 
	 	 	Name:  	Michail Zolotas 	 
	 	 	Title:  	Chief Executive Officer