0001104659-06-048617 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • July 25th, 2006 • Earth Biofuels Inc • Services-business services, nec • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 24, 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”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • July 25th, 2006 • Earth Biofuels Inc • Services-business services, nec • New York

SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of July 24, 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”).

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