**EXHIBIT 10.52**

**EXECUTION COPY**

**REGISTRATION RIGHTS AGREEMENT**

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 entitieswhose names appear on the signature pages hereof. Such entities are eachreferred to herein as “***Purchaser***”and, collectively, as the “***Purchasers***”.

The Company has agreed, on the terms and subject tothe conditions set forth in the Securities Purchase Agreement, dated as of July10, 2006 (the “***Securities Purchase Agreement***”),to issue and sell to each Purchaser named therein (A) an 8% Senior Note in theform attached to the Securities Purchase Agreement (each, a “***Note***” and, collectively, the “***Notes***”) and (B) a warrant in theform attached to the Securities Purchase Agreement (each, a “***New**Warrant***”and, collectively, the “***New**Warrants***”). As additional consideration for theexecution of the Securities Purchase Agreement, each Purchaser exchangedcertain warrants for replacement warrants in the form attached to theSecurities Purchase Agreement (each, a “***Replacement**Warrant***”, collectively, the “***Replacement**Warrants***”, and together with the NewWarrants, each a “***Warrant***” and collectively,the “***Warrants***”)

The Notes are convertible, subject to the conditionsspecified in the Securities Purchase Agreement, into shares (the “***Conversion Shares***”) of the Company’scommon stock, par value $0.001 per share (the “***CommonStock***”). The Warrants are exercisable into shares of Common Stock(the “***Warrant Shares***”) inaccordance with their terms.

In order to induce each Purchaser to enter into theSecurities Purchase Agreement, the Company has agreed to provide certainregistration rights under the Securities Act of 1933, as amended (the “***Securities Act***”), and underapplicable state securities laws.

Inconsideration of each Purchaser entering into the Securities PurchaseAgreement, and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties agree as follows:

1.             DEFINITIONS.

For purposes of this Agreement, the following termsshall have the meanings specified:

“***Business Day***”means any day other than a Saturday, a Sunday or a day on which the Commissionis closed or on which banks in the City of New York are authorized by law to beclosed.

 

“***Commission***”means the Securities and Exchange Commission.

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“***Effective Date***” means the date onwhich the Registration Statement is declared effective by the Commission.

“***Filing Deadline***” means the date thatis the earliest of the following: (i) the date on which the Company files aregistration statement covering any of its securities issued on or afterJanuary 1, 2006; (ii) the date on which the Company is contractually requiredto file a registration statement covering any of its securities (other than theRegistrable Securities) issued after the Closing Date; and (iii) the date thatis the sixtieth (60th) calendar day following the Closing Date.

“***Holder***” means any person owning orhaving the right to acquire, through conversion of the Notes or exercise of theWarrants or otherwise, Registrable Securities, including initially eachPurchaser and thereafter any permitted assignee thereof.

“***Registrable Securities***” means theConversion Shares, the Warrant Shares, and any other shares of Common Stockissuable pursuant to the terms of the Note or the Warrants, and any shares ofcapital stock issued or issuable from time to time (with any adjustments) inreplacement of, in exchange for or otherwise in respect of the ConversionShares and the Warrant Shares.

“***Registration Deadline***” means theearliest of (i) the one hundred and twentieth (120th) calendar day following the ClosingDate, (ii) the sixtieth (60th)calendar day following the Filing Deadline, and (iii) the fifth (5th) Business Day after the Company learnsthat no review of the Registration Statement will be made by the staff of theCommission or that the staff of the Commission has no further comments on theRegistration Statement.

“***Registration Period***” has the meaningset forth in ***Section 2(c)*** below.

“***Registration Statement***” means aregistration statement or statements prepared in compliance with the SecuritiesAct and pursuant to Rule 415 under the Securities Act (“***Rule415***”) or any successor rule providing for the offering ofsecurities on a continuous or delayed basis.

Capitalized terms used herein and not otherwisedefined shall have the respective meanings specified in the Securities PurchaseAgreement.

2.             REGISTRATION.

(a)           Filing of Registration Statement.On or before the Filing Deadline, the Company shall prepare and file with theCommission a Registration Statement on Form SB-2 as a “shelf” registrationstatement under Rule 415 covering the resale of a number of shares ofRegistrable Securities equal to one hundred and fifty percent (150%) of thenumber of shares of Common Stock issuable upon conversion of the Notes andexercise of the Warrants (such number to be determined using the ConversionPrice (as defined in the Notes) and Exercise Price (as defined in the Warrants)in effect on the date on which the Registration Statement is filed and withoutregard to any restriction on such conversion or exercise). Such RegistrationStatement shall state, to the extent 

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permittedby Rule 416 under the Securities Act, that it also covers such indeterminatenumber of additional shares of Common Stock as may become issuable upon theconversion of the Notes and exercise of the Warrants in order to preventdilution resulting from stock splits, stock dividends or similar events. TheCompany shall retain Akin, Gump, Strauss, Hauer & Feld LLP or a comparablenational law firm that is reasonably satisfactory to the Purchasers to handlethe preparation of the Registration Statement and the process of getting suchRegistration Statement effective.

(b)           S-1/S-3Registration Statement. Notwithstanding the foregoing ***Section2(a)***, if at the Filing Deadline the Company does not meet theeligibility requirements for filing a Registration Statement on Form SB-2, thenin each such case the Company shall instead prepare and file with theCommission a Registration Statement meeting the foregoing requirements on FormS-1. In the event that the Company files a Registration Statement on Form S-1or Form SB-2, and thereafter meets the eligibility requirements to use Form S-3for the resale of Registrable Securities by the Purchaser, the Company shallre-file such Registration Statement, or file a new Registration Statementcovering at least the number of shares then registered on the existingRegistration Statement(s) (and not previously sold pursuant to an existingRegistration Statement or pursuant to Rule 144 under the Securities Act (“***Rule 144***”)), on Form S-3 as promptlyas practicable (but in no event later than thirty (30) days) after the Companymeets such requirements.

(c)           Effectiveness.The Company shall use reasonable best efforts to cause the RegistrationStatement to become effective as soon as practicable following the filingthereof, but in no event later than the Registration Deadline. The Companyshall respond promptly to any and all comments made by the staff of theCommission on with respect to a Registration Statement, and shall submit to theCommission, within two (2) Business Days after the Company learns that no reviewof such Registration Statement will be made by the staff of the Commission orthat the staff of the Commission has no further comments on such RegistrationStatement, as the case may be, a request for acceleration of the effectivenessof such Registration Statement to a time and date not later than two (2)Business Days after the submission of such request. The Company will maintainthe effectiveness of each Registration Statement filed pursuant to thisAgreement until the earliest to occur of (i) the date on which all of theRegistrable Securities eligible for resale thereunder have been publicly soldpursuant to either the Registration Statement or Rule 144, (ii) the date onwhich all of the Registrable Securities remaining to be sold under such RegistrationStatement (in the reasonable opinion of counsel to the Company) may beimmediately sold to the public under Rule 144(k) under the Securities Act (“***Rule 144(k)***”) or any successorprovision and (iii) the date that is the second (2nd) anniversary of the Effective Date (theperiod beginning on the Closing Date and ending on the earliest to occur of(i), (ii) or (iii) above being referred to herein as the “***RegistrationPeriod***”).

(d)           RegistrationDefault. If (i) the Registration Statement is not filed on or before theFiling Deadline or declared effective by the Commission on or before theRegistration Deadline, (ii) after a Registration Statement has been declaredeffective by the Commission, sales of Registrable Securities (other than suchRegistrable Securities as are then freely saleable pursuant to Rule 144(k))cannot be made by a Holder under a Registration Statement for any reason notwithin the exclusive control of such Holder, or (iii) an amendment orsupplement to a Registration Statement, or a new registration statement,required to be filed pursuant to the terms of ***Section3(j)*** below, is not filed on or before the date required by suchsection (each of the foregoing clauses (i), 

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(ii) and (iii) being referred to herein as a “***Registration Default***”), the Companyshall make cash payments to each Holder equal to such Holder’s *pro rata* share (based on the aggregate number of RegistrableSecurities then held by or issuable to such Holder as of the occurrence of theRegistration Deadline) equal to one percent (1%) of the aggregate PurchasePrice paid by such Holder for such Holder’s Note and Warrants for each thirty(30) day period (pro rated for partial periods) in which a Registration Defaultexists, up to a maximum of four percent (4%) of the aggregate Purchase Pricepaid by such Holder for such Holder’s Note and Warrants; *provided,however,*that such maximum shall be increased to six percent (6%) ofthe aggregate Purchase Price paid by such Holder if the Registration Statementis not filed on or before August 31, 2006. Notwithstanding any provision ofthis Agreement to the contrary, the Company shall be permitted to suspend theRegistration Statement for one or more periods (provided that the aggregatelength of such suspension shall not exceed ten (10) consecutive Business Daysor an aggregate of twenty (20) Business Days in any 365 day period, with atleast thirty calendar days between each such suspension) the actions requiredunder ***Section 2(a)*** of thisAgreement to the extent that the Board of Directors of the Company concludesreasonably and in good faith that the disclosure of information in theprospectus is not in the best interest of the Company. Each such paymentrequired to be made under this ***Section 2(d)***shall be made within five (5) Business Days following the last day of eachcalendar month in which a Registration Default exists. Any such payment shallbe in addition to any other remedies available to each Holder at law or inequity, whether pursuant to the terms hereof, the Securities PurchaseAgreement, the Notes, or otherwise.

(e)           Allocation of Conversion Sharesand Warrant Shares. The initial number of Conversion Shares and WarrantShares included in any Registration Statement and each increase in the numberthereof included therein shall be allocated *pro rata* amongthe Holders based on the aggregate number of Registrable Securities issuable toeach Holder at the time the Registration Statement covering such initial numberof Registrable Securities or increase thereof is declared effective by theCommission (such number to be determined using the Conversion Price or ExercisePrice, as applicable, in effect at such time and without regard to anyrestriction on the ability of a Holder to convert such Holder’s Note orexercise such Holder’s Warrant as of such date). In the event that a Holdersells or otherwise transfers any of such Holder’s Registrable Securities, eachtransferee shall be allocated the portion of the then remaining number ofRegistrable Securities included in such Registration Statement allocable to thetransferor.

(f)            Registrationof Other Securities. During the period beginning on the date hereof andending on the Effective Date, the Company shall refrain from filing anyregistration statement (other than (i) a Registration Statement filedhereunder, (ii) a registration statement on Form S-8 with respect to stockoption plans and agreements and stock plans currently in effect and disclosedin the Securities Purchase Agreement or the schedules thereto, or (iii) aregistration statement on Form S-4 with respect to an acquisition or otherbusiness combination involving the Company.

3.             OBLIGATIONSOF THE COMPANY.

Inaddition to performing its obligations hereunder, including without limitationthose pursuant to Section 2 above, the Company shall, with respect to eachRegistration Statement:

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(a)           prepareand file with the Commission such amendments and supplements to suchRegistration Statement and the prospectus used in connection with suchRegistration Statement as may be necessary to comply with the provisions of theSecurities Act or to maintain the effectiveness of such Registration Statementduring the Registration Period, or as may be reasonably requested by a Holderin order to incorporate information concerning such Holder or such Holder’sintended method of distribution;

(b)           at such time following the Closingthat the Company is eligible to do so, use commercially reasonable efforts tosecure the listing on the Principal Market of all Registrable Securitiesissuable upon conversion of the Notes and exercise of the Warrants, and at anyHolder’s request, provide such Holder with reasonable evidence thereof;

(c)           so long as a Registration Statementis effective covering the resale of the applicable Registrable Securities ownedby a Holder, furnish to each Holder such number of copies of the prospectusincluded in such Registration Statement, including a preliminary prospectus, inconformity with the requirements of the Securities Act, and such otherdocuments as such Holder may reasonably request in order to facilitate thedisposition of such Holder’s Registrable Securities;

(d)           usecommercially reasonable efforts to register or qualify the RegistrableSecurities under the securities or “blue sky” laws of such jurisdictions withinthe United States as shall be reasonably requested from time to time by aHolder, and do any and all other acts or things which may reasonably benecessary or advisable to enable such Holder to consummate the public sale orother disposition of the Registrable Securities in such jurisdictions; *provided* that the Company shall not be required inconnection therewith or as a condition thereto to qualify to do business or tofile a general consent to service of process in any such jurisdiction;

(e)           notifyeach Holder immediately after becoming aware of the occurrence of any event(but shall not, without the prior written consent of such Holder, disclose tosuch Holder any facts or circumstances constituting material non-publicinformation) as a result of which the prospectus included in such RegistrationStatement, as then in effect, contains an untrue statement of material fact oromits to state a material fact required to be stated therein or necessary tomake the statements therein, in light of the circumstances under which theywere made, not misleading, and as promptly as practicable prepare and file withthe Commission and furnish to each Holder a reasonable number of copies of asupplement or an amendment to such prospectus as may be necessary so that such prospectusdoes not contain an untrue statement of material fact or omit to state amaterial fact required to be stated therein or necessary to make the statementstherein not misleading in light of the circumstances then existing;

(f)            usecommercially reasonable efforts to prevent the issuance of any stop order orother order suspending the effectiveness of such Registration Statement and, ifsuch an order is issued, to use commercially reasonable efforts obtain thewithdrawal thereof at the earliest possible time and to notify each Holder inwriting of the issuance of such order and the resolution thereof;

(g)           furnish to each Holder, on the datethat such Registration Statement, or any successor registration statement,becomes effective, a letter, dated such date, signed by an officer of 

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or counsel to the Company and addressed to suchHolder, confirming such effectiveness and, to the knowledge of such counsel,the absence of any stop order;

(h)           provide to each Holder and itsrepresentatives the reasonable opportunity to conduct a reasonable inquiry ofthe Company’s financial and other records during normal business hours and makeavailable during normal business hours and with reasonable advance notice itsofficers, directors and employees for questions regarding information whichsuch Holder may reasonably request in order to fulfill any due diligenceobligation on its part;

(i)            permitcounsel for each Holder to review such Registration Statement and allamendments and supplements thereto, and any comments made by the staff of theCommission concerning such Holder and/or the transactions contemplated by theTransaction Documents and the Company’s responses thereto, within a reasonableperiod of time prior to the filing thereof with the Commission (or, in the caseof comments made by the staff of the Commission, within a reasonable period oftime following the receipt thereof by the Company); and

(j)            in the event that, at any time, thenumber of shares available under the Registration Statement is insufficient tocover one hundred and twenty-five percent (125%) of the Registrable Securitiesissuable under the Notes and Warrants (such number to be determined using theConversion Price or Exercise Price, as applicable, in effect at such time andwithout regard to any restriction on the ability of any Holder to convert suchHolder’s Note or exercise such Holder’s Warrant) the Company shall promptlyamend such Registration Statement or file a new registration statement, in anyevent as soon as practicable, but not later than the tenth (10th) day following notice from aHolder of the occurrence of such event, so that such Registration Statement orsuch new registration statement, or both, covers no less than one hundred andfifty percent (150%) of the Registrable Securities eligible for resalethereunder and issuable under the Notes and Warrants (such number to bedetermined using the Conversion Price or Exercise Price, as applicable, ineffect at the time of such amendment or filing and without regard to anyrestriction on the ability of any Holder to convert such Holder’s Note orexercise such Holder’s Warrant). The Company shall use its best efforts tocause such amendment and/or new Registration Statement to become effective assoon as practicable following the filing thereof. Any Registration Statementfiled pursuant to this ***Section 3(j)***shall state that, to the extent permitted by Rule 416 under the Securities Act,such Registration Statement also covers such indeterminate number of additionalshares of Common Stock as may become issuable upon conversion of the Note andexercise of the Warrants in order to prevent dilution resulting from stocksplits, stock dividends or similar events. Unless and until such amendment ornew Registration Statement becomes effective, each Holder shall have the rightsdescribed in ***Section 2(d)*** above.

4.             OBLIGATIONSOF EACH HOLDER.

In connection with the registration of RegistrableSecurities pursuant to a Registration Statement, each Holder shall:

(a)  timely furnish to the Company (i) a completedShareholder Questionnaire and (ii) such information in writing regarding itselfand the intended method of disposition of such 

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Registrable Securities as the Company shall reasonablyrequest in order to effect the registration thereof;

(b)  uponreceipt of any notice from the Company of the happening of any event of thekind described in ***Sections 3(e)*** or ***3(f)***, immediately discontinue anysale or other disposition of such Registrable Securities pursuant to suchRegistration Statement until the filing of an amendment or supplement asdescribed in ***Section 3(e)*** or withdrawal ofthe stop order referred to in ***Section 3(f)***,and use commercially reasonable efforts to maintain the confidentiality of suchnotice and its contents;

(c)  to theextent required by applicable law, deliver a prospectus to the purchaser ofsuch Registrable Securities;

(d)  notify theCompany when it has sold all of the Registrable Securities held by it; and

(e)  notify the Company in the event that anyinformation supplied by such Holder in writing for inclusion in suchRegistration Statement or related prospectus is untrue or omits to state amaterial fact required to be stated therein or necessary to make suchinformation not misleading in light of the circumstances then existing;immediately discontinue any sale or other disposition of such RegistrableSecurities pursuant to such Registration Statement until the filing of anamendment or supplement to such prospectus as may be necessary so that suchprospectus does not contain an untrue statement of material fact or omit tostate a material fact required to be stated therein or necessary to make thestatements therein not misleading in light of the circumstances then existing;and use commercially reasonable efforts to assist the Company as may beappropriate to make such amendment or supplement effective for such purpose.

5.             INDEMNIFICATION.

In the event that any Registrable Securities areincluded in a Registration Statement under this Agreement:

(a)           To the extent permitted by law, theCompany shall indemnify and hold harmless each Holder, the officers, directors,employees, agents and representatives of such Holder, and each person, if any,who controls such Holder within the meaning of the Securities Act or theSecurities Exchange Act of 1934, as amended (the “***ExchangeAct***”), against any losses, claims, damages, liabilities orreasonable out-of-pocket expenses (whether joint or several) (collectively,including reasonable legal expenses or other expenses reasonably incurred in connectionwith investigating or defending same, “***Losses***”),insofar as any such Losses arise out of or are based upon (i) any untruestatement or alleged untrue statement of a material fact contained in suchRegistration Statement under which such Registrable Securities were registered,including any preliminary prospectus or final prospectus contained therein orany amendments or supplements thereto, or (ii) the omission or alleged omissionto state therein a material fact required to be stated therein, or necessary tomake the statements therein, in light of the circumstances under which theywere made, not misleading. Subject to the provisions of ***Section5(c)*** below, the Company will reimburse such Holder, and eachsuch officer, director, employee, agent, representative or controlling person,for any reasonable legal expenses or other out-of-pocket expenses as reasonably

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incurred by any such entity or person in connectionwith investigating or defending any Loss; *provided, however*,that the foregoing indemnity shall not apply to amounts paid in settlement ofany Loss if such settlement is effected without the consent of the Company(which consent shall not be unreasonably withheld), nor shall the Company beobligated to indemnify any person for any Loss to the extent that such Lossarises out of or is based upon (i) any disclosure or any omission or allegedomission (to state a material fact required to be stated therein or necessaryto make statements therein not misleading) that is based upon or in conformitywith written information furnished (or not furnished, in the case of anomission) by such person expressly for use in such Registration Statement or(ii) a failure of such person to deliver or cause to be delivered the finalprospectus contained in the Registration Statement and made available by theCompany, if such delivery is required by applicable law.

(b)           Tothe extent permitted by law, each Holder who is named in such RegistrationStatement as a selling shareholder, acting severally and not jointly, shallindemnify and hold harmless the Company, the officers, directors, employees,agents and representatives of the Company, and each person, if any, whocontrols the Company within the meaning of the Securities Act or the ExchangeAct, against any Losses to the extent (and only to the extent) that any suchLosses arise out of or are based upon (i) any disclosure or any omission oralleged omission (to state a material fact required to be stated therein ornecessary to make statements therein not misleading) that is based upon or inconformity with written information furnished (or not furnished, in the case ofan omission) by such person expressly for use in such Registration Statement,or (ii) a failure of such Holder to deliver or cause to be delivered the finalprospectus contained in the Registration Statement and made available by theCompany, if such delivery is required under applicable law. Subject to theprovisions of ***Section 5(c)*** below, suchHolder will reimburse any legal or other expenses as reasonably incurred by theCompany and any such officer, director, employee, agent, representative, orcontrolling person, in connection with investigating or defending any suchLoss; *provided, however*, that the foregoingindemnity shall not apply to amounts paid in settlement of any such Loss ifsuch settlement is effected without the consent of such Holder (which consentshall not be unreasonably withheld); and *provided, further*,that, in no event shall any indemnity under this ***Section5(b)*** exceed the net proceeds resulting from the sale of theRegistrable Securities sold by such Holder under such Registration Statement.

(c)           Promptly after receipt by anindemnified party under this Section 5 of notice of the commencement of anyaction (including any governmental action), such indemnified party will, if aclaim in respect thereof is to be made against any indemnifying party underthis Section 5, promptly deliver to the indemnifying party a writtennotice of the commencement thereof and the indemnifying party shall have theright to participate in and to assume the defense thereof with counsel selectedby the indemnifying party and reasonably acceptable to the indemnified party; *provided, however*, that an indemnified party shall have theright to retain its own counsel, with the reasonably incurred fees and expensesof one such counsel for all indemnified parties to be paid by the indemnifyingparty, if representation of such indemnified party by the counsel retained bythe indemnifying party would be inappropriate under applicable standards ofprofessional conduct due to actual or potential conflicting interests betweensuch indemnified party and any other party represented by such counsel in suchproceeding. The failure to deliver written notice to the indemnifying partywithin a reasonable time of the delivery of notice of any such action, to theextent prejudicial to its ability to defend such action, shall relieve suchindemnifying party of any 

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liability to the indemnified party under this Section5 with respect to such action, but the omission so to deliver written notice tothe indemnifying party will not relieve it of any liability that it may have toany indemnified party otherwise than under this Section 5 or with respect toany other action unless the indemnifying party is materially prejudiced as aresult of not receiving such notice.

(d)           Inthe event that the indemnity provided in ***Sections 5(a)***or***5(b)*** is unavailable or insufficientto hold harmless an indemnified party for any reason, the Company and eachHolder agree, severally and not jointly, to contribute to the aggregate Lossesto which the Company or such Holder may be subject in such proportion as isappropriate to reflect the relative fault of the Company and such Holder inconnection with the statements or omissions which resulted in such Losses; *provided, however*, that in no case shall such Holder beresponsible for any amount in excess of the net proceeds resulting from thesale of the Registrable Securities sold by it under the Registration Statement.Relative fault shall be determined by reference to whether any alleged untruestatement or omission relates to information provided by the Company or by suchHolder. The Company and each Holder agree that it would not be just andequitable if contribution were determined by *prorata* allocation or any other method of allocation which does nottake account of the equitable considerations referred to above. Notwithstandingthe provisions of this ***Section 5(d)***,no person guilty of fraudulent misrepresentation (within the meaning of Section11(f) of the Securities Act) shall be entitled to contribution from any personwho is not guilty of such fraudulent misrepresentation. For purposes of thisSection 5, each person who controls a Holder within the meaning of either theSecurities Act or the Exchange Act and each officer, director, employee, agentor representative of such Holder shall have the same rights to contribution assuch Holder, and each person who controls the Company within the meaning ofeither the Securities Act or the Exchange Act and each officer, director,employee, agent or representative of the Company shall have the same rights tocontribution as the Company, subject in each case to the applicable terms andconditions of this ***Section 5(d)***.

(e)           Theobligations of the Company and each Holder under this Section 5 shallsurvive the conversion of the Note and exercise of the Warrants in full, thecompletion of any offering or sale of Registrable Securities pursuant to aRegistration Statement under this Agreement, or otherwise.

6.             REPORTS.

With a view to making available to each Holder thebenefits of Rule 144 and any other similar rule or regulation of the Commissionthat may at any time permit such Holder to sell securities of the Company tothe public without registration, the Company agrees to:

(a)           makeand keep public information available, as those terms are understood anddefined in Rule 144;

(b)           filewith the Commission in a timely manner all reports and other documents requiredof the Company under the Exchange Act; and

(c)           furnish to such Holder, so long assuch Holder owns any Registrable Securities, promptly upon written request (i)a written statement by the Company, if true, that it has 

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complied with the reporting requirements of Rule 144and the Exchange Act, (ii) to the extent not publicly available through theCommission’s EDGAR database, a copy of the most recent annual or quarterlyreport of the Company and such other reports and documents so filed by theCompany with the Commission, and (iii) such other information as may bereasonably requested by such Holder in connection with such Holder’s compliancewith any rule or regulation of the Commission which permits the selling of anysuch securities without registration.

7.             MISCELLANEOUS.

(a)           Expensesof Registration. Except as otherwise provided in the Securities PurchaseAgreement, all reasonable expenses, other than underwriting discounts andcommissions and fees and expenses of counsel and other advisors to each Holder,incurred in connection with the registrations, filings or qualificationsdescribed herein, including (without limitation) all registration, filing andqualification fees, printers’ and accounting fees, the fees and disbursementsof counsel for the Company, and the fees and disbursements incurred inconnection with the opinion and letter described in ***Section3(g)*** hereof, shall be borne by the Company.

(b)           Amendment;Waiver. Except as expressly provided herein, neither this Agreement nor anyterm hereof may be amended or waived except pursuant to a written instrumentexecuted by the Company and the Holders of at least two-thirds (2/3) of theRegistrable Securities into which all of the Note and Warrants then outstandingare convertible or exercisable (without regard to any limitation on suchconversion or exercise). Any amendment or waiver effected in accordance withthis ***Section 6(b)*** shall be binding uponeach Holder, each future Holder and the Company. The failure of any party toexercise any right or remedy under this Agreement or otherwise, or the delay byany party in exercising such right or remedy, shall not operate as a waiverthereof.

(c)           Notices. Any notices,consents, waivers or other communications required or permitted to be givenunder the terms of this Agreement must be in writing and will be deemed to havebeen delivered: (i) upon receipt, when delivered personally; (ii) upon receipt,when sent by facsimile (provided confirmation of transmission is mechanicallyor electronically generated and kept on file by the sending party); or (iii)one Business Day after deposit with an overnight courier service, in each caseproperly addressed to the party to receive the same. The addresses andfacsimile numbers for such communications shall be:
|   | if to the Company:                                 |
|--------|----------------------------------------------------|
|   |
|   | Earth Biofuels,  Inc.                              |
|   | 3001 Knox  Street, Suite 403,                      |
|   | Dallas, Texas  75205                               |
|   | Telephone:                                         | 214.389.9800 |
|   | Facsimile:                                         | 214.389.9806 |
|   | Attention:                                         | Dennis  McLaughlin |
|   |
|   | with a copy (for  informational purposes only) to: |
|   |
|   | Scheef &  Stone, LLP                           |
|        |                                                    |  |  |

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|        | Telephone: | 214.706.4200               |
|--------|------------|----------------------------|
|   | Facsimile: | 214.706.4242               |
|   | Attention: |  Roger A. Crabb, Esq. |

 

and if to theHolder, to the address and facsimile number as to which the Holder has notifiedthe Company in writing. Written confirmation of receipt (A) given by therecipient of such notice, consent, waiver or other communication, (B)mechanically or electronically generated by the sender’s facsimile machinecontaining the time, date, recipient facsimile number and an image of the firstpage of such transmission or (C) provided by an overnight courier service shallbe rebuttable evidence of personal service, receipt by facsimile or receiptfrom an overnight courier service in accordance with clause (i), (ii) or (iii)above, respectively.

(d)           Assignment.Upon the transfer of any Note, Warrants or Registrable Securities by a Holder,the rights of such Holder hereunder with respect to such securities sotransferred shall be assigned automatically to the transferee thereof, and suchtransferee shall thereupon be deemed to be a “Holder” for purposes of thisAgreement, as long as: (i) the Company is, within a reasonable period of timefollowing such transfer, furnished with written notice of the name and addressof such transferee, (ii) the transferee agrees in writing with the Company tobe bound by all of the provisions hereof, and (iii) such transfer is made inaccordance with the applicable requirements of the Securities PurchaseAgreement, the Notes or the Warrants, as applicable.

(e)           Counterparts.This Agreement may be executed in counterparts, each of which shall be deemedan original, and all of which together shall be deemed one and the sameinstrument. This Agreement, once executed by a party, may be delivered to anyother party hereto by facsimile transmission.

(f)            GoverningLaw. This Agreement shall be governed by and construed in accordance withthe laws of the State of New York applicable to contracts made and to beperformed entirely within the State of New York.

(g)           Holder of Record.A person is deemed to be a Holder whenever such person owns or is deemed to ownof record such Registrable Securities. If the Company receives conflictinginstructions, notices or elections from two or more persons with respect to thesame Registrable Securities, the Company shall act upon the basis ofinstructions, notice or election received from the record owner of suchRegistrable Securities.

(h)           Entire Agreement.This Agreement and the other Transaction Documents constitute the entireagreement among the parties hereto with respect to the subject matter hereofand thereof. There are no restrictions, promises, warranties or undertakings,other than those set forth or referred to herein and therein. This Agreementand the other Transaction Documents supersede all prior agreements andunderstandings among the parties hereto with respect to the subject matterhereof and thereof.

(i)            Headings.The headings in this Agreement are for convenience of reference only and shallnot limit or otherwise affect the meaning hereof.

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(j)            Third PartyBeneficiaries. This Agreement is intended for the benefit ofthe parties hereto and their respective permitted successors and assigns, andis not for the benefit of, nor may any provision hereof be enforced by, anyother person.

[Signature Pages to Follow]

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IN WITNESS WHEREOF, theundersigned have executed this Registration Rights Agreement as of the datefirst-above written.
| EARTH BIOFUELS, INC.               |                            |
|------------------------------------|---------------------------------|
|                               |                            |
|                               |                            |
| By:                                | /s/ DENNIS G. MCLAUGHLIN, III   |   |   |
|                               | Name: Dennis G. McLaughlin, III |   |
|                               | Title: Chief Executive Officer  |   |
|                               |                            |
|                               |                            |
| CASTLERIGG MASTER INVESTMENTS LTD. |                            |
|                               |                            |
|                               |                            |
| By:                                | /s/ PATRICK T. BURKE            |   |   |
|                               | Name: Patrick T. Burke          |   |
|                               | Title: Senior Managing Director |   |

 

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