IRREVOCABLE TRANSFER AGENT
INSTRUCTIONS
March 13, 2007
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Integrity Stock
Transfer
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2920 N. Green
Valley Parkway
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Building 5 -
Suite 527
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Henderson,
NV 89014
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RE:
NEWGEN TECHNOLOGIES,
INC.
Reference is made to that certain Securities
Purchase Agreement (the “ Securities Purchase
Agreement ”) of even date herewith by and between NewGen
Technologies, Inc., a Nevada corporation (the
“ Company ”), and the
Buyers set forth on Schedule I attached thereto (collectively
the “ Buyers ”) and those certain Pledge and
Escrow Agreements (the “ Pledge Agreements ”)
dated January 23, 2006 among the Company, S. Bruce Wunner, Ian
Williamson, Cliff Hazel and Scott Deininger, the Buyers and David
Gonzalez, as escrow agent (the “ Escrow Agent
”). Pursuant to the Securities Purchase Agreement, the
Company shall sell to the Buyers, an the Buyers shall purchase from
the Company, convertible debentures (collectively, the “
Debentures ”) in the aggregate principal amount of One
Million Two Hundred Fifty Thousand Dollars ($1,250,000), plus
accrued interest, which are convertible into shares of the
Company’s common stock, par value $0.001 per share (the
“ Common Stock ”), at the Buyers discretion.
These instructions relate to the following stock or proposed stock
issuances or transfers:
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Shares of
Common Stock to be issued to the Buyers upon conversion of the
Debentures (“ Conversion Shares ”) plus the
shares of Common Stock to be issued to the Buyers upon conversion
of accrued interest and liquidated damages into Common Stock (the
“ Interest Shares ”).
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S. Bruce
Wunner, Ian Williamson and Cliff Hazel, have delivered a stock
certificates representing 214,916, 5,116,433, and 5,000,000 shares,
respectively, (the “ Escrowed Shares ”) of the
Company’s Common Stock, in their respective names, that have
been delivered to the Escrow Agent pursuant to the Pledge
Agreements.
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This letter shall serve as our irrevocable
authorization and direction to Integrity Stock Transfer (the
“ Transfer Agent ”) to do the
following:
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Instructions Applicable to Transfer
Agent . With respect to
the Conversion Shares and the Interest Shares, the Transfer Agent
shall issue the Conversion Shares and the Interest Shares to the
Buyers from time to time upon delivery to the Transfer Agent of a
properly completed and duly executed Conversion Notice (the “
Conversion Notice ”) in the form attached as Exhibit A
to the Debentures, delivered to the Transfer Agent by the Escrow
Agent on behalf of the Company. Upon receipt of a Conversion Notice
the Transfer Agent shall within three (3) Trading Days thereafter
(i) issue and surrender to a common carrier for overnight delivery
to the address as specified in the Conversion Notice, a
certificate, registered in the name of the Buyer or its designees,
for the number of shares of Common Stock to which the Buyer shall
be entitled as set forth in the Conversion Notice or (ii) provided
the Transfer Agent is participating in The Depository Trust Company
(“ DTC ”) Fast Automated Securities Transfer
Program, upon the request of the Buyers, credit such aggregate
number of shares of Common Stock to which the Buyers shall be
entitled to the Buyer’s or their designees’ balance
account with DTC through its Deposit Withdrawal At
Custodian (“ DWAC ”) system provided the
Buyer causes its bank or broker to initiate the DWAC transaction.
For purposes hereof “ Trading Day
” shall mean any day on which the Nasdaq
Market is open for customary trading.
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The Company
hereby confirms to the Transfer Agent and the Buyer that
certificates representing the Conversion Shares shall not bear any
legend restricting transfer and should not be subject to any
stop-transfer restrictions and shall otherwise be freely
transferable on the books and records of the Company; provided
that counsel to the Company delivers (i) the Notice of
Effectiveness set forth in Exhibit I attached hereto and
(ii) an opinion of counsel in the form set forth in Exhibit
II attached hereto, and that if the Conversion Shares and the
Interest Shares are not registered for sale under the Securities
Act of 1933, as amended, then the certificates for the Conversion
Shares and Interest Shares shall bear the following
legend:
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“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE
SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, OR AN OPINION OF COUNSEL, IN A FORM REASONABLY ACCEPTABLE TO
THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR
APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE
144 UNDER SAID ACT.”
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In the event
that counsel to the Company fails or refuses to render an opinion
as required to issue the Conversion Shares in accordance with the
preceding paragraph (either wi
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