GS AGRIFUELS PLEDGE AGREEMENT
PLEDGE AGREEMENT (this "Agreement"), dated as of October 25, 2006, by and between THE
STILLWATER ASSET-BACKED FUND LP, a Delaware limited partnership ("Lender"), and GS
AGRIFUELS CORPORATION, a Delaware corporation ("Pledgor").
WHEREAS, NextGen Acquisition Inc., a Delaware corporation (the "Borrower"), and Lender have entered into
a credit agreement dated as of the date hereof (as amended, modified or supplemented from time to time in
accordance with its terms, the "Credit Agreement");
WHEREAS, pursuant to the Credit Agreement, the Lender has agreed to extend the Term Loan (as defined in
the Credit Agreement) to the Borrower, pursuant to, and subject to the terms and conditions of, the Credit
WHEREAS, the Pledgor has guaranteed the obligations of the Borrower under the Credit Agreement pursuant to
a guaranty dated as of the date hereof (the "Guaranty"); and
WHEREAS, by this Pledge Agreement, the Pledgor is providing the Lender with security for its obligations under
NOW, THEREFORE, the parties hereby agree as follows:
1. Definitions of Terms. All capitalized terms used herein, but not defined herein, shall have the meanings set forth
in the Credit Agreement. As used herein, the following terms shall have the following meanings:
(a) "Collateral" shall have the meaning set forth in Section 2 hereof.
(b) "Pledged Stock" shall mean all of the shares of common stock of the Borrower owned by the Pledgor.
(c) "Proceeds" shall mean any consideration received from the exchange or other disposition of any of the
Pledged Stock, and any other value received as a consequence of the possession of any Pledged Stock, which
accrued prior to the occurrence of an Event of Default.
2. Grant and Perfection of Security Interest.
(a) As security for the payment of the Obligations, the Pledgor hereby pledges, creates and grants to the Lender,
its successors and its assigns, a continuing security interest in, lien upon, and right of setoff against,