Newlead Holdings Ltd. (fka NEWLF)

[ODIE35]

EXPLANATORY NOTE

This Registration Statement is being filed by NewLead Holdings Ltd. (the “Company”) in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”) in order to register an aggregate of 4,608,000 shares of the Company’s common stock, par value $0.01 per share, the amount of shares issuable under the Company’s Compensation Agreements with Marc J. Ross, Seth Farbman, Shai Stern, Yoel Goldfeder, Georgios Madianos, Richard Thacker and Troy Francisco (collectively, the “Consultants”).