REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2006 • Earth Biofuels Inc • Industrial organic chemicals • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 11, 2006, by and among Earth Biofuels, Inc., a Delaware corporation, with headquarters located at 3001 Knox Street, Suite 403, Dallas, Texas 75205, (the “Company”), and the undersigned buyers (each, a “Buyer”, and collectively, the “Buyers”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • November 21st, 2006 • Earth Biofuels Inc • Industrial organic chemicals • Nevada
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of September 29, 2005, between Meadows Springs, Inc., a Nevada corporation, dba Earth Biofuels, Inc. (the “Company”), and Morgan Freeman (“Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 20th, 2006 • Earth Biofuels Inc • Industrial organic chemicals • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of August 11, 2006, by and among Earth Biofuels, Inc., a Delaware corporation, with its corporate headquarters located at 3001 Knox Street, Suite 403, Dallas, Texas 75205 (the ”Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
WARRANT TO PURCHASE COMMON STOCK OF EARTH BIOFUELS, INC.Warrant Agreement • November 21st, 2006 • Earth Biofuels Inc • Industrial organic chemicals • New York
THIS CERTIFIES that COWEN AND COMPANY, LLC or any subsequent holder hereof (the “Holder”), has the right to purchase from EARTH BIOFUELS, INC., a Delaware corporation (the “Company”), up to 45,000 fully paid and nonassessable shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to adjustment as provided herein, at a price per share equal to the Exercise Price (as defined below), at any time and from time to time beginning on the date on which this Warrant is issued (the “Issue Date”) and ending at 5:00 p.m., eastern time, on the fifth (5th) anniversary of the Issue Date or, if such day is not a Business Day, on the next succeeding Business Day (the “Expiration Date”). This Warrant is issued pursuant to a Securities Purchase Agreement, dated as of June 7, 2006 (the “Securities Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Securities Purchase Agreement.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 10th, 2006 • Earth Biofuels Inc • Services-business services, nec • New York
We are registering the shares of common stock previously issued [and certain additional shares of common stock issuable pursuant to the terms of the Securities Purchase Agreement, in each case,] to permit the resale of these shares of common stock by the holders of the common stock. We will not receive any of the proceeds from the sale by the selling stockholders of the shares of common stock. We will bear all fees and expenses incident to our obligation to register the shares of common stock.
AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 26, 2008 among DURANT BIOFUELS, LLC, as Borrower, EARTH BIOFUELS, INC. as a Loan Party, THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and FOURTH THIRD LLC as Agent and Sole Lead ArrangerCredit Agreement • July 15th, 2008 • Earth Biofuels Inc • Industrial organic chemicals
RELEASE, CONSENT AND ACKNOWLEDGEMENTRelease, Consent and Acknowledgment • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals • New York
This Release, Consent and Acknowledgment (this “Release”), dated as of June 25, 2008, is made by and among Earth Biofuels, Inc., a Delaware corporation (the “Parent”), Durant Biofuels, LLC, an Oklahoma limited liability company (“Durant”), Earth LNG, Inc. f/k/a Apollo LNG, Inc., a Texas corporation (“Earth LNG”), and its direct wholly owned subsidiary, New Earth LNG, LLC, a Delaware limited liability company (“New Earth LNG”) and Earth LNG’s direct and indirect subsidiaries Arizona LNG, L.L.C., a Nevada limited liability company, Fleet Star, Inc., a Delaware corporation, Earth Leasing, Inc. f/k/a Alternative Dual Fuels, Inc., a Texas corporation and Applied LNG Technologies USA, L.L.C., a Delaware limited liability company (each of such subsidiaries, together with Earth LNG, and New Earth LNG, an “LNG Party” and collectively, the “LNG Parties”), PNG Ventures, Inc., a Nevada corporation (“PNG”), Castlerigg PNG Investments LLC, as Collateral Agent (the “Collateral Agent”), for each of th
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 10th, 2006 • Earth Biofuels Inc • Services-business services, nec • New York
SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of April 28, 2006, by and among Earth Biofuels, Inc., a Delaware corporation, with headquarters located at 3001 Knox Street, Suite 403, Dallas, Texas 75205 (the “Company”), and the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2006 • Earth Biofuels Inc • Industrial organic chemicals • Texas
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 29, 2006, is made by and between Earth Biofuels, Inc., a Delaware corporation (the “Company”), and Josh Cohen (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2006 • Earth Biofuels Inc • Industrial organic chemicals • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 10, 2006, is by and between Earth Biofuels, Inc., a Delaware corporation (the “Company”), and each of the entities whose names appear on the signature pages hereof. Such entities are each referred to herein as “Purchaser” and, collectively, as the “Purchasers”.
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 21st, 2006 • Earth Biofuels Inc • Industrial organic chemicals • New York
AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of May 26, 2006, is by and between Earth Biofuels, Inc., a Delaware corporation (the “Company”), and each purchaser listed on Exhibit A attached hereto (individually, a “Purchaser” and, collectively, the “Purchasers”).
ContractSenior Convertible Note • November 20th, 2006 • Earth Biofuels Inc • Industrial organic chemicals • New York
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAW, AND MAY NOT BE OFFERED FOR SALE OR SOLD UNLESS A REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS SHALL BE EFFECTIVE WITH RESPECT THERETO, OR AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS IS AVAILABLE IN CONNECTION WITH SUCH OFFER OR SALE.
AMENDMENT AND EXCHANGE AGREEMENTAmendment and Exchange Agreement • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals • New York
AMENDMENT AND EXCHANGE AGREEMENT (the "Agreement"), dated as of June 25, 2008, by and among Earth Biofuels, Inc., a Delaware corporation, with its corporate headquarters located at 3001 Knox Street, Suite 403, Dallas, Texas 75205 (the "Company") and YA Global Investments, L.P., f/k/a Cornell Capital Partners (the "Investor").
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals • New York
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of this June 26, 2008, by and among (i) BLACK FOREST INTERNATIONAL, LLC (“Subordinated Creditor”; and any references herein to “each” or “any” Subordinated Creditor or to the “Subordinated Creditor” (or similar words) shall mean and refer to Subordinated Creditor and its successors and permitted assigns), (ii) FOURTH THIRD LLC, a Delaware limited liability company (“Fourth Third”), as Agent for all Senior Lenders party to the Senior Credit Agreement described below and as a Senior Lender, (iii) PNG VENTURES, INC., a Nevada corporation (“PNG”), (iv) NEW EARTH LNG, LLC, a Delaware limited liability company (“Earth”) and (v) the subsidiaries of Earth listed under “Companies” on the signature pages hereto (together with PNG and Earth the “Companies” or a “Company”).
GUARANTEE AND COLLATERAL AGREEMENT DATED AS OF JUNE 26, 2008 BY EARTH BIOFUELS, INC. AND DURANT BIOFUELS, LLC AS GRANTORS, IN FAVOR OF FOURTH THIRD LLC, AS AGENTGuarantee and Collateral Agreement • July 15th, 2008 • Earth Biofuels Inc • Industrial organic chemicals • New York
GUARANTEE AND COLLATERAL AGREEMENT, dated as of June 26, 2008, by each of the signatories hereto identified on the signature pages hereto as a grantor (together with any other entity that may become a party hereto as a grantor as provided herein, each a “Grantor” and collectively, jointly and severally, the “Grantors”) in favor of Fourth Third LLC as Collateral Agent (in such capacity, the “Agent”) for itself in its capacity as the Agent and a Lender under the Credit Agreement (as hereinafter defined) (the “Lender”), together with the banks and other financial institutions or entities (collectively, the “Lenders”) from time to time parties to the Amended and Restated Credit Agreement, dated as of June __, 2008 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”) among Durant Biofuels, LLC, (“Borrower”), Earth Biofuels, Inc. (“Parent”), any other Loan Parties named therein, the Lenders and the Agent, and the other Secured Creditors (as hereinafter d
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2006 • Earth Biofuels Inc • Industrial organic chemicals • New York
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made and entered into as of the 21st day of July, 2006, by and between APOLLO RESOURCES INTERNATIONAL, INC., a Utah corporation having its principal place of business at 3001 Knox Street — Suite 403, Dallas, Texas 75205-7305 (the “Company”), and GREENWICH POWER, L.L.C., a Delaware limited liability company having its principal place of business at 537 Steamboat Road, Greenwich, Connecticut 06830-7153 (the “Holder”).
WARRANT TO PURCHASE SHARES OF COMMON STOCK - of - EARTH BIOFUELS, INC.Warrant Agreement • November 21st, 2006 • Earth Biofuels Inc • Industrial organic chemicals • New York
This Warrant (the “Warrant”) is duly authorized and issued by the Company. In furtherance thereof, and in consideration of the premises, covenants, promises, representations and warranties hereinafter set forth, the Company hereby agrees as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 21st, 2006 • Earth Biofuels Inc • Industrial organic chemicals • New York
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made and entered into as of the 4th day of May, 2006, by and between EARTH BIOFUELS, INC., a Delaware corporation having its principal place of business at 3001 Knox Street — Suite 403, Dallas, Texas 75205-7305 (the “Company”), and GREENWICH POWER, L.L.C., a Delaware limited liability company having its principal place of business at 537 Steamboat Road, Greenwich, Connecticut 06830-7153 (the “Holder”).
IRREVOCABLE VOTING PROXYIrrevocable Voting Proxy • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals
This IRREVOCABLE VOTING PROXY ("Proxy"), dated as of June 25, 2008, is by and between Earth LNG, Inc., a Texas corporation (“Shareholder”) in favor of Castlerigg PNG Investments LLC ("Castlerigg").
SETTLEMENT EXCHANGE AGREEMENTSettlement Exchange Agreement • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals • New York
THIS SETTLEMENT EXCHANGE AGREEMENT (this "Agreement") is made on June 25, 2008, between Earth Biofuels, Inc., a Delaware corporation ("EBOF"), and YA Global Investments, L.P., f/k/a Cornell Capital Partners (the "Investor").
CONTRIBUTION AGREEMENTContribution Agreement • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals
THIS CONTRIBUTION AGREEMENT (this “Agreement”), is made and entered into as of June 23, 2008, by and among Earth LNG, Inc., a Texas corporation (“Earth LNG”), its wholly owned subsidiary, New Earth LNG, LLC, a Delaware limited liability company (the “Company”) and Earth Biofuels, Inc., a Delaware corporation (“EBOF”). The Company, EBOF and Earth LNG are sometimes referred to herein as the “Parties”.
AMENDED AND RESTATED GUARANTY AGREEMENTGuaranty Agreement • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals • New York
THIS AMENDED AND RESTATED GUARANTY AGREEMENT (the "Guaranty") is executed as of June 26, 2008, by the subsidiaries of Earth Biofuels, Inc., a Delaware corporation (the "Company") listed on the SCHEDULE OF EBOF SUBSIDIARIES attached hereto as Exhibit A (each, a "Guarantor," and collectively, the "Guarantors"), for the ratable benefit of the lenders listed that are signatories hereto (collectively, the "Lenders").
SUBSCRIPTION AGREEMENTSubscription Agreement • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals • Delaware
The undersigned (the “Subscriber”) hereby tenders Subscriber’s subscription to PNG Ventures, Inc., a Delaware corporation (the “Company”), on the terms and conditions hereinafter set forth:
ASSET PURCHASE AGREEMENT By and Among BLACKHAWK BIOFUELS, LLC, RENEWABLE ENERGY GROUP, INC., BIOFUELS COMPANY OF AMERICA, LLC, BIODIESEL INVESTMENT GROUP, LLC and BUNGE NORTH AMERICA, INC. Dated as of March 14, 2008Asset Purchase Agreement • May 20th, 2008 • Earth Biofuels Inc • Industrial organic chemicals • Illinois
This Asset Purchase Agreement (the "Agreement") is made as of this 14th day of March, 2008 (the "Effective Date"), by and among Blackhawk Biofuels, LLC, a Delaware limited liability company ("Purchaser"), Renewable Energy Group, Inc., a Delaware corporation ("REG"), Biofuels Company of America, LLC, an Illinois limited liability company (the "Company"), Biodiesel Investment Group, LLC, a Delaware limited liability company ("BIG"), and Bunge North America, Inc., a New York corporation ("Bunge", and together with BIG, the "Members" and each, a "Member" and Bunge, BIG and the Company together are referred to herein as "Sellers" and each a "Seller"). Certain capitalized terms not defined in the text of this Agreement are defined in Exhibit A attached hereto.
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • July 10th, 2008 • Earth Biofuels Inc • Industrial organic chemicals • Delaware
This Share Exchange Agreement (“Agreement”), is made and entered into as of the 30TH day of June 2008 by and among PNG VENTURES, INC., a Nevada corporation as purchaser (“PNG”); Earth Biofuels, Inc., a Delaware corporation (the “EBOF”) and Earth LNG, Inc., f/k/a Apollo LNG, Inc., a Texas corporation and wholly owned subsidiary of EBOF (“Seller” and, together with EBOF, the “EBOF Sellers”), New Earth LNG, LLC a Delaware limited liability company (the “Company"), Applied LNG Technologies USA, L.L.C., a Delaware limited liability company (“Applied LNG”). PNG, EBOF, Seller, the Company, New Earth LNG and Applied LNG, are hereinafter sometimes collectively referred to as the “Parties.”
PERSONAL AND CONFIDENTIALLetter of Intent • November 21st, 2006 • Earth Biofuels Inc • Industrial organic chemicals
The purpose of this Letter of Intent is to set forth our mutual understanding in connection with the proposed acquisition, by Earth Biofuels, Inc. (the “Purchaser”), of 50% of the membership interest (the “Membership Interest”) in a newly-created limited liability company (“Newco”) that is currently 100% owned by HPS Development, L.L.C. (“HPS”). upon the terms and conditions set forth herein. This Letter of Intent shall replace in its entirety, the letter of intent dated April 24, 2006.
July 24, 2006Management Lock-Up Agreement • November 20th, 2006 • Earth Biofuels Inc • Industrial organic chemicals • New York
COMMERCIAL GUARANTYCommercial Guaranty • November 20th, 2006 • Earth Biofuels Inc • Industrial organic chemicals • Mississippi
Reference is made to that certain Promissory Note dated as of March 2, 2006 (the “Note”) made by Earth Biofuels, Inc., a Delaware corporation (“Maker”), to the order of Southern Biofuels, LLC, a Mississippi limited liability company (“Payee”), in the principal amount of $850,000 (the “Principal Amount”) and an as yet unsigned asset purchase agreement. Capitalized terms used but not otherwise defined herein shall have the meanings prescribed to them in the Note.
SETTLEMENT AGREEMENT AND RELEASESettlement Agreement • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals • Florida
THIS SETTLEMENT AGREEMENT AND RELEASE (the “Agreement”) is dated as of June ___, 2008 (the “Effective Date”) by and between (i) Black Forest International, LLC (“BFI”) a Delaware limited liability company, (ii) Earth Biofuels, Inc. and all of its subsidiaries, which include, but are not limited to, Earth LNG, Inc., a Texas corporation, and each of Applied LNG Technologies USA, L.L.C., Fleet Star, Inc., Apollo Leasing, Inc. and Arizona LNG, L.L.C., each of which are wholly owned subsidiaries of Earth LNG (collectively referred to hereinafter as “EBOF”) a Delaware corporation and (iii) PNG Ventures, Inc. (“PNGX”) a Nevada corporation. (BFI, EBOF and PNGX may be referred to hereinafter individually as a “Party” and collectively as the “Parties.”)
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 21st, 2006 • Earth Biofuels Inc • Industrial organic chemicals • Texas
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 9th, 2008 • Earth Biofuels Inc • Industrial organic chemicals • New York
AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT, dated as of June 26, 2008 (this "Agreement"), made by Earth Biofuels, Inc., a Delaware corporation ("EBOF"), and each of the undersigned existing Subsidiaries (collectively, the "Existing Subsidiaries") and each other Subsidiary of EBOF hereafter becoming party hereto (together with EBOF and the Existing Subsidiaries, each a "Grantor" and, collectively, the "Grantors"), in favor of Castlerigg Master Investments, Ltd., a company organized under the laws of the British Virgin Islands, in its capacity as collateral agent (in such capacity, the "Collateral Agent") for certain of the holders (each a "Holder" and collectively, the "Holders") of the 2008 Amendment Notes (as defined below).
AMENDMENT NO. 1Credit Agreement • May 6th, 2008 • Earth Biofuels Inc • Industrial organic chemicals • New York
This AMENDMENT NO. 1, dated as of October 5, 2007 (the “Amendment”), is entered into by and among Durant Biofuels, LLC, an Oklahoma limited liability company (the “Borrower”), the other persons designated as “Loan Parties” on the signature pages hereto (the “Loan Parties”), and Fourth Third LLC, a Delaware corporation, as agent for the Lenders (the “Agent”) and as a Lender.
ContractConvertible Promissory Note • November 21st, 2006 • Earth Biofuels Inc • Industrial organic chemicals • North Carolina
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS.
July 24, 2006Lock-Up Agreement • November 20th, 2006 • Earth Biofuels Inc • Industrial organic chemicals • New York
SUBLICENSE AGREEMENTSublicense Agreement • November 21st, 2006 • Earth Biofuels Inc • Industrial organic chemicals • Texas
This SUBLICENSE AGREEMENT (this “Agreement”), dated this 1st day of April, 2006 (the “Effective Date”), is entered into by and between BIODIESEL VENTURE, L.P., a Texas limited partnership (“Venture”), and EARTH BIOFUELS, INC., a Delaware corporation (“Sublicensee”).
