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”).
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 • 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”).
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”).
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.
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • November 21st, 2006 • Earth Biofuels Inc • Industrial organic chemicals • Texas
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.
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”).
INTERCOMPANY CREDIT AGREEMENTIntercompany Credit Agreement • November 21st, 2006 • Earth Biofuels Inc • Industrial organic chemicals • 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.
MEMBERSHIP INTERESTS PURCHASE AGREEMENTMembership Interests Purchase Agreement • November 21st, 2006 • Earth Biofuels Inc • Industrial organic chemicals • 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 • 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.
LEASE AGREEMENTLease Agreement • November 21st, 2006 • Earth Biofuels Inc • Industrial organic chemicals
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”).
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:
