ESCROW AGREEMENT Escrow Agreement dated as of November [__], 2007 (the "AGREEMENT DATE") among (i) SCHULTE ROTH & ZABEL LLP ("SRZ"); (ii) LENDERS that are signatories hereto (collectively, the "LENDERS"); (iii) EARTH BIOFUELS, INC., a Delaware...Escrow Agreement • November 13th, 2007 • Sandell Asset Management Corp • Industrial organic chemicals • New York
DRAFT 11/9/2007 GUARANTY AGREEMENT THIS GUARANTY AGREEMENT (the "GUARANTY") is executed as of November [__], 2007, by the entities listed on the SCHEDULE OF EBOF SUBSIDIARIES attached hereto as EXHIBIT A (each, a "GUARANTOR," and collectively, the...Guaranty Agreement • November 13th, 2007 • Sandell Asset Management Corp • Industrial organic chemicals • New York
DRAFT 11/12/2007 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT") is made on November __, 2007 between Capital Ventures International ("SELLER") and Castlerigg Master Investments Ltd. ("BUYER"). WHEREAS, pursuant to...Securities Purchase Agreement • November 13th, 2007 • Sandell Asset Management Corp • Industrial organic chemicals • New York
Draft 11/12/2007 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT") is made on November __, 2007 between Evolution Master Fund Ltd. SPC, Segregated Portfolio M ("SELLER") and Castlerigg Master Investments Ltd....Securities Purchase Agreement • November 13th, 2007 • Sandell Asset Management Corp • Industrial organic chemicals • New York
Draft 11/12/2007 SECURITIES PURCHASE AGREEMENT THIS SECURITIES PURCHASE AGREEMENT (this "AGREEMENT") is made on November __, 2007 between Kings Road Investments Ltd. ("SELLER") and Castlerigg Master Investments Ltd. ("BUYER"). WHEREAS, pursuant to the...Securities Purchase Agreement • November 13th, 2007 • Sandell Asset Management Corp • Industrial organic chemicals • New York
RECITALSInterim Restructuring Agreement • November 13th, 2007 • Sandell Asset Management Corp • Industrial organic chemicals • New York
CASTLERIGG MASTER INVESTMENTS LTD. c/o Sandell Asset Management Corp. 40 West 57th Street 26th Floor New York, New York 10019Sandell Asset Management Corp • November 13th, 2007 • Industrial organic chemicals
