INDEMNIFICATION AGREEMENTIndemnification Agreement • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec • Nevada
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is effective as of September 13, 2005, between Meadows Springs, Inc., a Nevada corporation, dba Earth Biofuels, Inc. (the “Company”), and Tommy W. Johnson (“Indemnitee”).
WARRANT TO PURCHASE COMMON STOCK OF EARTH BIOFUELS, INC.Warrant Agreement • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec • New York
THIS CERTIFIES that CASTLERIGG MASTER INVESTMENTS LTD. or any subsequent holder hereof (the “Holder”), has the right to purchase from EARTH BIOFUELS, INC., a Delaware corporation (the “Company”), up to 750,000 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 July 10, 2006 (the “Securities Purchase Agreement”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Securities Purchase Agreeme
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec • Texas
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 31, 2006, is made by and between Earth Biofuels, Inc., a Delaware corporation (the “Company”), and Tom Groos (the “Investor”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec • 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 • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec • 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 • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec • 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec • 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 • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec • 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 • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec • New York
THIS REGISTRATION RIGHTS AGREEMENT (“Agreement”) is made and entered into as of the 21th day of July, 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 LANCE A. BAKROW, whose office address is 537 Steamboat Road, Greenwich, Connecticut 06830-7153 (the “Holder”).
PERSONAL AND CONFIDENTIALLetter of Intent • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec
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 • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec • New York
COMMERCIAL GUARANTYCommercial Guaranty • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec • 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.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec • Texas
ContractConvertible Promissory Note • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec • 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 • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec • New York
SUBLICENSE AGREEMENTSublicense Agreement • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec • 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”).
INTERCOMPANY CREDIT AGREEMENTIntercompany Credit Agreement • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec • Texas
This INTERCOMPANY CREDIT AGREEMENT (this “Agreement”) by and between Apollo Resources International, Inc., a Utah corporation (“ARI”), and Earth Biofuels, Inc, a Delaware corporation (“EBF”), is effective as of January 1, 2006.
AGREEMENT BY AND BETWEEN EARTH BIOFUELS, INC. AND HPS DEVELOPMENT, L.L.C.Acquisition Agreement • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec • Louisiana
This Agreement is made as of the dates set forth below, and is effective as to each party as of their respective dates of execution, by and between HPS Development, L.L.C. a Louisiana limited liability company domiciled in Plaquemines Parish, Louisiana (hereafter sometimes referred to as “HPS”), represented herein by its duly authorized Managers William Hurst, John Paul, and Kennett Stewart, and Earth Biofuels, Inc., a Delaware corporation with its principal place of business in Dallas, Texas (hereafter sometimes referred to as “EB”), represented herein by its duly authorized President and Chief Executive Officer Dennis G. McLaughlin, III. HPS and EB are sometimes collectively referred to as the “Parties.”
CONSULTING AGREEMENTConsulting Agreement • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec • Texas
THIS CONSULTING AGREEMENT (the “Agreement”) is entered into and is effective as of the 9th day of June 2006 by and between Earth Biofuels, Inc., a Delaware corporation, with principal offices at 3001 Knox Street, Suite 401, Dallas, Texas 75205 (the “Company”) and Herb Meyer (“Consultant”).
MEMBERSHIP INTERESTS PURCHASE AGREEMENTMembership Interests Purchase Agreement • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec • Texas
THIS MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”), dated as of the 1st day of March, 2006, is made by and between Earth Biofuels, Inc., a Delaware corporation (“Buyer”), and Dr. Miguel J. Dabdoub (“Seller”).
ContractConvertible Promissory Note • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec • 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.
LEASE AGREEMENTLease Agreement • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec
THIS LEASE AGREEMENT (this “Lease”) is made and entered into as of the day of October, 2005, between R. BRUCE BLACKWELL (the “Lessor”), and EARTH BIOFUELS, LLC, a Mississippi limited liability company (the “Lessee”).
UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCEUnconditional Guaranty of Payment and Performance • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec • New York
WHEREAS, pursuant to the Convertible Secured Promissory Note — Bridge Loan (the “Note”), Warrant to Purchase Shares of Common Stock and Registration Rights Agreement being entered into concurrently herewith between Earth Biofuels, Inc. (“Borrower”) and Greenwich Power, L.L.C. (“Lender”) (such Note, Warrant and Agreement are hereinafter collectively referred to as the “Agreements”), the undersigned (“Guarantor”) will receive substantial economic benefits, and Guarantor has requested that Lender enter into the Agreements with Borrower; and Lender is willing to enter into the Agreements but only upon the condition, among others, that Guarantor shall have executed and delivered this Guaranty to Lender.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 18th, 2006 • Earth Biofuels Inc • Services-business services, nec • Texas
This Securities Purchase Agreement (this “Agreement”) is dated as of August 19, 2005, by and among Apollo Resources International, Inc., a Utah corporation (the “Company”), Mr. Tommy Johnson (“Mr. Johnson”), Mr. Bruce Blackwell (“Mr. Blackwell”), Mr. William H. Webster (“Mr. Webster”) and Mr. Robert Glenn (“Mr. Glenn”).
