CONTRIBUTION
AGREEMENT
THIS
CONTRIBUTION AGREEMENT (this “ Agreement
”), is made and entered into as of June 23, 2008, by and
among Earth LNG, Inc., a Texas corporation (“
Earth
LNG ”), its wholly owned subsidiary, New Earth
LNG, LLC, a Delaware limited liability company (the “
Company ”)
and Earth Biofuels, Inc., a Delaware corporation (“
EBOF
”). The Company, EBOF and Earth LNG are
sometimes referred to herein as the
“Parties”.
WITNESSETH:
WHEREAS , Earth LNG owns all of the limited liability
company membership interests of Applied LNG Technologies USA,
L.L.C., a Delaware limited liability company (“ Applied LNG ”)
and Arizona LNG, L.L.C., a Nevada limited liability
company (“ Arizona LNG” and
together with Applied LNG, the “ LNG Subsidiaries
”) and, Applied LNG owns all of the shares of Fleet Star,
Inc., a Delaware corporation and Earth Leasing, Inc., a Texas
corporation (the “ Corporations ”
and, collectively with the LNG Subsidiaries, the “
Subsidiaries ”);
and
WHEREAS , Earth
LNG owns all of the membership interests of the
Company; and
WHEREAS , Earth
LNG, the Company, EBOF and PNG Ventures, Inc., a Nevada
corporation (“ PNG ”),
have entered into a Share Exchange Agreement, pursuant to
which, among other things, EBOF and Earth LNG have agreed to
transfer, sell and assign the Company, after transferring all
of the membership interests and other assets owned by Earth
LNG to the Company (the “ Exchange
Agreement ”);
WHEREAS , Earth
LNG desires to contribute, transfer, convey and assign hereby
all right and marketable title in the LNG Subsidiaries and
any other assets it has, (but not tax liabilities or
contingent tax liabilities), to the Company as of the date
hereof, in order to fulfill the transfer of the related west
coast liquid natural gas business of the Company to PNG as
contemplated by the Exchange Agreement (and all of the
Corporations thereby);
NOW, THEREFORE , in consideration of the premises and the
mutual promises contained herein, the Parties hereto agree as
follows:
1.
Contribution
. (a) Earth LNG hereby irrevocably
transfers, contributes, conveys and assigns to the Company
full marketable title to any and all rights, title and
interest held by the Earth LNG in the LNG Subsidiaries (which
own the Corporations at the time of transfer herein) and any
and all other assets of Earth LNG (collectively, the “
Transferred
Assets ”), but not (i) any liabilities, tax
liabilities or contingent tax liabilities of Earth LNG or of
the Subsidiaries or any other liabilities not otherwise
referenced in the Exchange Agreement (or incorporated by
reference therein) or (ii) any trade payab
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