INDEMNIFICATION AGREEMENTIndemnification Agreement • November 20th, 2006 • Earth Biofuels Inc • Industrial organic chemicals • 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”).
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 20th, 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 18,750 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 May 26, 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 • November 20th, 2006 • Earth Biofuels Inc • Industrial organic chemicals • 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”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 20th, 2006 • Earth Biofuels Inc • Industrial organic chemicals • New York
This AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 26, 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”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 20th, 2006 • Earth Biofuels Inc • Industrial organic chemicals • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 10, 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 20th, 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 II, L.L.C., a Delaware limited liability company having its principal place of business at 537 Steamboat Road, Greenwich, Connecticut 06830-7153 (the “Holder”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 20th, 2006 • Earth Biofuels Inc • Industrial organic chemicals • 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”).
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.
July 24, 2006Lock-Up Agreement • November 20th, 2006 • Earth Biofuels Inc • Industrial organic chemicals • New York
AGREEMENT BY AND BETWEEN EARTH BIOFUELS, INC. AND HPS DEVELOPMENT, L.L.C.Acquisition Agreement • November 20th, 2006 • Earth Biofuels Inc • Industrial organic chemicals • 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 • November 20th, 2006 • Earth Biofuels Inc • Industrial organic chemicals • 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”).
UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCEUnconditional Guaranty of Payment and Performance • November 20th, 2006 • Earth Biofuels Inc • Industrial organic chemicals • 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.
WARRANT TO PURCHASE SHARES OF COMMON STOCK - of - EARTH BIOFUELS, INC.Warrant Agreement • November 20th, 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:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 20th, 2006 • Earth Biofuels Inc • Industrial organic chemicals • 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”).
