Common use of Buyer Closing Conditions Clause in Contracts

Buyer Closing Conditions. The obligation of Buyer to pay for the Note, the Warrants and the Judgment as provided herein on the Closing Date is subject to the following conditions (the "BUYER CLOSING CONDITIONS"), PROVIDED that these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion by providing Seller with prior written consent thereof. (i) On the Closing Date, Seller shall have delivered to Buyer certificates representing the Note and the Warrants (in such denominations and registered in such names as Buyer shall request). (ii) The representations and warranties of Seller shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), and Seller shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at or prior to the Closing Date. (iii) Buyer shall have received this Agreement and the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER") duly executed by all parties thereto. (iv) Buyer shall have received the Interim Restructuring Agreement duly executed by the Borrower in favor of each of the holders of the Notes, substantially in the form attached hereto as EXHIBIT B. (v) Buyer shall have received the Mutual Release attached as EXHIBIT C (the "RELEASE") hereto duly executed by Seller in favor of Borrower. (vi) Buyer shall have received from Seller an Assignment of Judgment duly executed by Seller substantially in the form attached hereto as EXHIBIT D. (vii) An order of the United States Bankruptcy Court for the District of Delaware shall have been entered on the docket and shall have become final and non-appealable dismissing the case under the Bankruptcy Code pending before the Bankruptcy Court in which Borrower is a debtor, In re Earth Biofuels, Inc., No. 07-10928 (CSS).

Buyer Closing Conditions. The following (the “Closing Conditions”) shall be conditions precedent to Buyer’s obligation to close the transaction: (a) This Agreement shall not have terminated pursuant to its terms; (b) Any Title Objections which Seller is obligated to cure have been cured as of Buyer to pay for the Note, the Warrants and the Judgment as provided herein on the Closing Date and the Title Company is subject irrevocably committed to issue the following conditions (the "BUYER CLOSING CONDITIONS"), PROVIDED that these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion by providing Seller with prior written consent thereof.Title Policy; (ic) On the Closing Date, Seller shall have delivered to Buyer certificates representing the Note and the Warrants (in such denominations and registered in such names as Buyer shall request). (ii) The Seller’s representations and warranties of Seller set forth in Article 10 shall be true and correct in all material respects (except for those representations and warranties as if made on the Closing Date, provided that are qualified by materiality, which there shall be true no failure of this condition where any matters that cause Seller’s representation to be incorrect were disclosed in writing to Buyer prior to the Effective Date, or arose after the Effective Date and correct are not material to the transaction as a whole. For purposes of this section, such matters shall not be deemed material to the transaction as a whole where they are, in the aggregate, reasonably estimated to result in a loss, liability or expense to Buyer of $1,000,000 or less; and (d) Seller has materially performed all respects) as of the date when its obligations and covenants, and made and as all required deliveries, under this Agreement. If any of the Closing Date as though made at that time Conditions listed in (except for representations a) through (d) shall not have been satisfied on or before the Closing Date, then Buyer shall have the right to either (i) waive such Closing Condition(s) and warranties that speak as of a specific dateproceed with Closing, which shall be true and correct as or (ii) elect to not proceed with Closing by giving written notice to Seller of such specified date), and Seller shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at or election prior to the Closing Date. (iii) , in which case the Closing Price shall be immediately returned to Buyer and this Agreement shall terminate. In addition, if such Closing Condition has not been satisfied due to a default on the part of Seller, Buyer shall also have received this Agreement and the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER") duly executed by all parties theretoits rights under Article 7. (iv) Buyer shall have received the Interim Restructuring Agreement duly executed by the Borrower in favor of each of the holders of the Notes, substantially in the form attached hereto as EXHIBIT B. (v) Buyer shall have received the Mutual Release attached as EXHIBIT C (the "RELEASE") hereto duly executed by Seller in favor of Borrower. (vi) Buyer shall have received from Seller an Assignment of Judgment duly executed by Seller substantially in the form attached hereto as EXHIBIT D. (vii) An order of the United States Bankruptcy Court for the District of Delaware shall have been entered on the docket and shall have become final and non-appealable dismissing the case under the Bankruptcy Code pending before the Bankruptcy Court in which Borrower is a debtor, In re Earth Biofuels, Inc., No. 07-10928 (CSS).

Buyer Closing Conditions. The following are conditions precedent to Buyer’s obligation to purchase the Transbay Parcel F Property at Closing (collectively, “Buyer Closing Conditions”): (a) the TJPA Board shall have authorized the TJPA Executive Director to execute this Agreement; (b) the TJPA shall have deposited the Good Faith Deposit with the Escrow (c) there being no material adverse change in the Condition of Buyer to pay for the NoteTransbay Parcel F Property from that which existed on August 26, the Warrants and the Judgment as provided herein 2015; (d) there being no title encumbrances on the Closing Date is subject to Transbay Parcel F Property other than the following conditions (the "BUYER CLOSING CONDITIONS"), PROVIDED that these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion by providing Seller with prior written consent thereof.Accepted Conditions of Title; (ie) On the Closing Date, Seller TJPA shall have delivered or caused to be delivered to the Escrow Agent the TJPA Closing Documents (as defined in Section 5.5), including, but not limited to, the Reconveyance of Deed of Trust, the Cancellation of Option Over Parcel F, the Release of MTC Quitclaim Agreement for 568 ▇▇▇▇▇▇, the Release of SFCTA Quitclaim Agreement for Natoma, and the Release of SFCTA Quitclaim Agreement for ▇▇▇▇▇▇; (f) Escrow Agent shall be prepared to record at Closing, among other things, the Quitclaim Deed, Reconveyance of Deed of Trust, the Train Box Easement, the Reservation Agreement, the Pedestrian Bridge Easement, and the Bus Ramp Easement; (g) Title Company shall be prepared to issue the Title Policy to Buyer certificates representing the Note and the Warrants (in such denominations and registered in such names as Buyer shall request).at (iih) The all of the TJPA’s representations and warranties of Seller in Section 11.1 shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of Closing; and (except i) there shall not be an Event of Default by the TJPA (as defined in Section 10.3) after any applicable cure periods have expired. The Buyer Closing Conditions are solely for those representations and warranties that are qualified the benefit of Buyer; provided, if a Buyer Closing Condition cannot be fulfilled because Buyer frustrated such fulfillment by materialitysome affirmative act or negligent omission, then the TJPA may terminate this Agreement by delivery of written notice of termination to Seller, which shall be true and correct in all respects) as of effective 10 days following the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date)TJPA’s delivery, and Seller upon such termination, the TJPA shall have performedthe right to the Good Faith Deposit as liquidated damages as set forth in Section 2.4 above. If, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at or prior to the Closing Date. , any of the Buyer Closing Conditions is not satisfied (iii) for any reason other than Buyer fault, as set forth above), Buyer shall have received the right in its sole discretion either to waive in writing the Buyer Closing Condition in question and proceed with the sale or, in the alternative, terminate this Agreement Agreement. If, by the Closing Date, Buyer shall not have waived in writing any of the Buyer Closing Conditions and the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (failure of the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER") duly executed by all parties thereto. (iv) Buyer Closing Condition is due to some act or omission of the TJPA, then Buyer shall have received the Interim Restructuring right to terminate this Agreement duly executed by written notice to the Borrower TJPA, the TJPA shall return the Good Faith Deposit to Buyer, and the TJPA and Buyer will have no further rights or obligations hereunder, except as otherwise provided herein. Without limiting the other obligations of the TJPA regarding Closing as expressly provided in favor of this Agreement, the TJPA and Buyer shall cooperate in good faith to do all acts as may be reasonably required by each of them to cause the holders fulfillment of the Notesany Buyer Closing Conditions, substantially in the form attached hereto as EXHIBIT B. (v) Buyer shall have received the Mutual Release attached as EXHIBIT C (the "RELEASE") hereto duly executed but without assuming any new liability not contemplated by Seller in favor of Borrowerthis Agreement. (vi) Buyer shall have received from Seller an Assignment of Judgment duly executed by Seller substantially in the form attached hereto as EXHIBIT D. (vii) An order of the United States Bankruptcy Court for the District of Delaware shall have been entered on the docket and shall have become final and non-appealable dismissing the case under the Bankruptcy Code pending before the Bankruptcy Court in which Borrower is a debtor, In re Earth Biofuels, Inc., No. 07-10928 (CSS).

Buyer Closing Conditions. The obligation obligations of Buyer to pay for consummate the Notetransactions contemplated herein shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) Other than the Fundamental Representations of Seller, the Warrants representations and warranties of Seller contained in this Agreement, the Judgment Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as provided herein of the date hereof and on and as of the Closing Date is subject to with the following conditions same effect as though made at and as of such date (the "BUYER CLOSING CONDITIONS"), PROVIDED that these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion by providing Seller with prior written consent thereof. (i) On the Closing Date, Seller shall have delivered to Buyer certificates representing the Note and the Warrants (in such denominations and registered in such names as Buyer shall request). (ii) The except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The Fundamental Representations of Seller shall be true and correct in all material respects (except for those representations on and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made hereof and on and as of the Closing Date with the same effect as though made at that time and as of such date (except for those representations and warranties that speak address matters only as of a specific specified date, the accuracy of which shall be true and correct determined as of such that specified datedate in all respects), and . (b) Seller shall have performed, satisfied duly performed and complied in all material respects with the covenantsall agreements, agreements covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed, satisfied performed or complied with by Seller at or it prior to or on the Closing Date. (iiic) Buyer Since the date of this Agreement, there shall not have received this Agreement and occurred any change, circumstance or effect that, individually or in the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER") duly executed by all parties theretoaggregate, has had a Material Adverse Effect. (ivd) Buyer Seller shall have received delivered to Buyer all the Interim Restructuring Agreement duly executed by the Borrower items specified to be delivered in favor of each of the holders of the Notes, substantially in the form attached hereto as EXHIBIT B. (v) Buyer shall have received the Mutual Release attached as EXHIBIT C (the "RELEASE") hereto duly executed by Seller in favor of BorrowerSection 2.05. (vie) Buyer There shall have received from Seller an Assignment not be in effect on the Closing Date any Law or Governmental Order restraining or enjoining the carrying out of Judgment duly executed this Agreement or the consummation of the transactions contemplated by Seller substantially in the form attached hereto as EXHIBIT D.this Agreement. (viif) An order The consents, approvals, waivers, and notices set forth on Section 8.01(f) of the United States Bankruptcy Court for the District of Delaware Disclosure Schedule shall have been entered on obtained in form and substance reasonably acceptable to Buyer (the docket and “Required Consents”). (g) Seller shall have become final delivered to Buyer true and non-appealable dismissing complete copies of all payoff letters in form and substance reasonably satisfactory to Buyer, evidencing the case under release of all Encumbrances other than Permitted Liens upon payment of the Bankruptcy Code pending before Indebtedness of the Bankruptcy Court Business and Cytori UK. (h) All approvals, consents, waivers, amendments, and Permits that are listed on Section 8.01(h) of the Disclosure Schedule shall have been received in which Borrower is a debtor, In re Earth Biofuels, Inc., No. 07-10928 form and substance reasonably acceptable to Buyer. (CSS)i) The Termination of the Affiliate Contracts shall have been consummated in form and substance reasonably acceptable to Buyer.

Buyer Closing Conditions. The (a) Buyer’s obligation of Buyer to pay for purchase the Note, Shares and to close the Warrants and the Judgment as provided herein on the Closing Date Transaction is subject to the satisfaction of each of the following conditions (the "BUYER CLOSING CONDITIONS"), PROVIDED that these conditions are for Buyer's sole benefit and may be waived by “Buyer Closing Conditions”) at any time in its sole discretion by providing Seller with or prior written consent thereof.to Closing: (i1) On the Closing Date, Seller shall have delivered to Buyer certificates representing the Note and the Warrants (in such denominations and registered in such names as Buyer shall request). (ii) The Sellers’ representations and warranties of Seller shall in Article 4, as qualified or limited by any exceptions in this Agreement or the Schedules to this Agreement, or as may be subsequently amended are true and correct in all material respects on the Closing Date as if made at and as of Closing (except for those other than representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak address matters as of a specific certain date, which shall be were true and correct as of such specified that date); (2) Sellers have executed and delivered all of the documents and instruments that they are required to execute and deliver or enter into prior to or at Closing, and Seller shall have performed, complied with or satisfied and complied in all material respects with all of the covenantsother obligations, agreements and conditions required by under this Agreement that they are required to be performedperform, satisfied comply with or complied with by Seller satisfy at or prior to Closing; (3) Each Notice or filing listed on Schedule 4.4 has been duly given or made, and each Consent or Permit listed on Schedule 4.4 has been obtained and is in full force; (4) Buyer is satisfied, in its sole discretion, that each Key Customer and Key Vendor intends to continue to do business with Buyer on terms and conditions substantially similar to the terms and conditions applicable to such Key Customer and Key Vendor prior to the Effective Time; however, Buyer’s exercise of this Buyer Closing DateCondition shall not be based on the exceptions disclosed in Schedule 4.12; (5) Buyer is satisfied, in its sole discretion, with its review of the regulatory, environmental condition and compliance history of the Company; (6) since the date of this Agreement, there shall have been no material adverse change in any of the Company’s assets, financial condition, operations or operating results; and (7) since the date of this Agreement, no Suit has been initiated or Threatened that challenges or seeks damages or other relief in connection with the Transaction or that could have the effect of preventing, delaying, making illegal or otherwise interfering with the Transaction. (iiib) Buyer shall have received may waive any condition specified in this Agreement and the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER") duly executed Section 8.1 by all parties theretoa written waiver delivered to Sellers at any time prior to or at Closing. (iv) Buyer shall have received the Interim Restructuring Agreement duly executed by the Borrower in favor of each of the holders of the Notes, substantially in the form attached hereto as EXHIBIT B. (v) Buyer shall have received the Mutual Release attached as EXHIBIT C (the "RELEASE") hereto duly executed by Seller in favor of Borrower. (vi) Buyer shall have received from Seller an Assignment of Judgment duly executed by Seller substantially in the form attached hereto as EXHIBIT D. (vii) An order of the United States Bankruptcy Court for the District of Delaware shall have been entered on the docket and shall have become final and non-appealable dismissing the case under the Bankruptcy Code pending before the Bankruptcy Court in which Borrower is a debtor, In re Earth Biofuels, Inc., No. 07-10928 (CSS).

Buyer Closing Conditions. The obligation of Buyer to pay for the Note, the Warrants Warrants, the Confession of Judgment, the Judgment and the Judgment Liens as provided herein on the Closing Date is subject to the following conditions (the "BUYER CLOSING CONDITIONS"), PROVIDED that these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion by providing Seller with prior written consent thereof. (i) On the Closing Date, Buyer shall have received from Borrower the original Note and Seller shall have delivered to Buyer certificates representing the Note and the Warrants (in such denominations and registered in such names as Buyer shall request). (ii) The representations and warranties of Seller shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), and Seller shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at or prior to the Closing Date. (iii) Buyer shall have received this Agreement and the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFERTRANSFER ") duly executed by all parties thereto. (iv) Buyer shall have received the Interim Restructuring Agreement duly executed by the Borrower in favor of each of the holders of the Notes, substantially in the form attached hereto as EXHIBIT B. (v) Buyer shall have received the Mutual Release attached as EXHIBIT C (the "RELEASE") hereto duly executed by Seller in favor of Borrower. (vi) Buyer shall have received from Seller an Assignment of Judgment duly executed by Seller substantially in the form attached hereto as EXHIBIT D.C and completed UCC-1 assignment forms duly executed by Seller for each jurisdiction in which the Judgment Liens have been filed. (viivi) An order of the United States Bankruptcy Court for the District of Delaware shall have been entered on the docket and shall have become final and non-appealable dismissing the case under the Bankruptcy Code pending before the Bankruptcy Court in which Borrower is a debtor, In re Earth Biofuels, Inc., No. 07-10928 (CSS).

Buyer Closing Conditions. The obligation of Buyer Seller to pay for consummate the Note, the Warrants and the Judgment as provided herein on the Closing Date transactions contemplated by this Agreement is subject to the satisfaction of the following conditions (the "BUYER CLOSING CONDITIONS"), PROVIDED that these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion by providing Seller with prior written consent thereof. (i) On the Closing Date, Seller shall have delivered to Buyer certificates representing the Note and the Warrants (in such denominations and registered in such names as Buyer shall request). (ii) The representations and warranties of Seller shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), and Seller shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at on or prior to the Closing Date.: (iiia) Buyer shall have received delivered to Seller the following closing deliverables, in form and substance satisfactory to Seller: (i) a fully executed ▇▇▇▇ of Sale duly executed by Buyer; (ii) a certificate or certificates representing 12 million (12,000,000) restricted shares of the $0.00001 par value common stock of Buyer; provided that the total number of shares of Buyer’s $0.00001 par value common stock issued and outstanding following the Closing shall not exceed 20 million (20,000,000) shares (on a fully diluted basis), except that those shares issued upon conversion of the promissory notes referenced in subsections (f) below, and the Permitted Notes referenced in subsection (j) below may be issued in excess of the 20 million shares (on a fully diluted basis); (iv) evidence, reasonably satisfactory to Seller, of the payment and release of all debt of Buyer other than as allowed under subsection (j), below; (v) a Certificate of Status of Buyer, issued by the Secretary of State of the State of Delaware, dated not more than fifteen (15) days prior to the Closing Date and showing Buyer to be active and in good standing in the State of Delaware; (vi) a fully executed certificate of the Secretary (or equivalent officer) of Buyer certifying as to (a) the resolutions of the board of directors of Buyer, being duly adopted and in effect as of the Closing Date, which authorize the execution, delivery and performance of this Agreement and the Notice transactions contemplated hereby, (b) the representations and Acknowledgment warranties in Article IV hereof being true and Joinder Agreement attached hereto correct in all respects at and as EXHIBIT A of the Closing as though then made and as though the Closing Date was substituted for the Effective Date throughout such representations and warranties, and (c) Buyer having performed in all material respects all of the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER"covenants and agreements required to be performed by it hereunder prior to the Closing; (vii) duly executed by all parties theretosuch other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Seller, as may be required to give effect to this Agreement; and (viii) a certificate of Buyer’s President certifying that to his knowledge after reasonable investigation there has been no activity, action or inaction that would result in a “tolling” of the California statute of limitations with respect to the Aged Liabilities as defined below in subsection (j). (ivb) Buyer shall have received filed with the Interim Restructuring Agreement duly executed SEC all reports required to be filed by it under the Borrower in favor of each Exchange Act as of the holders Closing Date and shall have used its best efforts to maintain the quotation for its common stock on the OTC Pink-tier of OTC Markets. (c) All outstanding options, warrants and convertible securities of Buyer shall have been exercised, converted or cancelled and Buyer shall have no derivative securities outstanding which are convertible into its common stock other than (i) the stock option issued to ▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ under that certain Patent Purchase Agreement dated May 6, 2019, and (ii) as set forth in subsection (j) below. (d) Buyer shall have effected a reverse stock split so that immediately prior to the Closing there shall be approximately eight million (8,000,000) shares of Buyer’s common stock outstanding and immediately after the Closing there shall be approximately 20 million (20,000,000) such shares outstanding, including the 12 million (12,000,000) shares to be issued to Seller pursuant hereto. (e) Buyer shall have adopted an “Omnibus Stock Plan” (“Plan”) that provides for the issuance of qualified stock options, non-qualified stock options, restricted stock awards, and phantom stock awards with 4 million (4,000,000) shares of Buyer’s $0.00001 par value common stock (post-split) reserved and approved for issuance under the Plan. (f) Buyer acknowledges that ▇▇▇▇ ▇▇▇▇▇▇, First Capital Holdings, LLC, First Capital Ventures, LLC, ▇▇▇▇ ▇▇▇▇▇▇, and Seller have paid and will pay expenses, commit personnel, and loan or advance cash to Buyer to: (i) assist with ongoing operating expenses, (ii) pay for further engineering and development work on Buyer’s products and prototypes, (iii) protect, maintain, and develop the Buyer’s products and intellectual property, (iv) hire, pay and retain the proposed management team, third party consultants, and advisors for the Buyer following the consummation of the sale contemplated in this Agreement, and (v) take such further actions as are necessary to more quickly expand the Buyer’s business subsequent to the sale of the Purchased Assets (collectively the “Development Expenditures”). At the Closing, Buyer shall deliver a promissory note or notes to Seller or to third parties at Seller’s direction for the aggregate of all funds incurred, paid, or advanced for the Development Expenditures in the same form as Exhibit D hereto.(g) Evidence showing Messrs. ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ previously submitted their resignations from the board of directors of Buyer, and Buyer shall have taken all such actions as are necessary to cause ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, and ▇▇▇▇ ▇▇▇▇▇▇, to be elected directors of Buyer as of the Closing Date, to serve with ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, who is remaining on Buyer’s board of directors. (h) ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇ shall have submitted his/their resignations as officer of Buyer, effective as of the Closing Date, and ▇▇▇▇▇ ▇▇▇▇▇ shall have been appointed as the President and Chief Executive Officer, and ▇▇▇ ▇▇▇▇▇▇ as the Secretary, Treasurer and Chief Financial Officer of Buyer effective as of the Closing Date. (i) No shares of preferred stock of Buyer shall be issued and outstanding as of the Closing Date and there shall be no outstanding options, warrants or rights that, upon exercise or conversion, would result in the issuance of preferred stock of Buyer. (j) Buyer shall have no outstanding debt or other liabilities at closing, except for (i) normally occurring business expenses which that have not been paid and that shall not exceed $25,000 as of the Closing Date; (ii) outstanding notes issued pursuant to subsection (f) above, (iii) up to a maximum of $125,000 of promissory note(s) (the “Permitted Notes”); and (iv) the aged liabilities listed on Schedule 2.03(j) that are more than four (4) years old (the “Aged Liabilities”). The Permitted Notes shall (i) bear interest at the rate of 5% per annum, (ii) mature two years after the Closing Date, (iii) be convertible into common stock of Buyer at $2.00 per share, (iv) provide that no payments of principal or interest shall be due until maturity, and (v) automatically convert into common stock of Buyer at $2.00 per share if the average closing price of Buyer’s common stock in its principal trading market equals or exceeds $3.00 per share for five (5) consecutive trading days at any time prior to maturity. (k) Buyer shall have performed and complied with all agreements, obligations and conditions contained in this Agreement, or imposed upon Buyer by law, that are required to be performed or complied with by Buyer on or before the Closing; (l) Seller shall have completed its due diligence investigation of Buyer to its satisfaction, in its sole and absolute discretion. (m) No Proceeding shall be pending or threatened before any Governmental Entity wherein an unfavorable injunction, judgment, order, decree, ruling or charge could reasonably be expected to prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby, and no such injunction, judgment, order, decree or ruling shall have been entered or be in effect; and (n) No Law or order shall have been enacted or entered into after the Effective Date that would prevent the consummation of the transactions contemplated hereby. (o) Buyer shall have entered into an employment agreement with ▇▇▇▇▇ ▇▇▇▇▇ to serve as the Chief Executive Officer and President and an employment agreement with ▇▇▇ ▇▇▇▇▇▇ to serve as the Chief Financial Officer, Secretary and Treasurer of Buyer, substantially in the form attached hereto as EXHIBIT B.Exhibit E , that shall become effective at the Closing. The employment agreements shall include the grant of incentive stock options to each of Messrs. ▇▇▇▇▇ and ▇▇▇▇▇▇ under the Plan at the trading price of Buyer’s common stock at the effective time of the employment agreements. (vp) Buyer shall have received A letter from Buyer’s counsel reasonably satisfactory to Seller regarding the Mutual Release attached status of the Aged Liabilities under California law, and Buyer’s ability to avoid paying the Aged Liabilities by raising the Statute of Limitations as EXHIBIT C (a defense to any action brought for collection. Any condition specified in this Section 2.03 may be waived by Seller, or the "RELEASE") hereto time for the performance thereof may be extended by Seller, if such waiver is set forth in a writing duly executed by Seller; provided, however, that the failure of Seller in favor to assert any of Borrowerits rights shall not be deemed a waiver of any rights, and a waiver or extension as to any particular condition shall not be deemed a waiver or extension of any other condition. (vi) Buyer shall have received from Seller an Assignment of Judgment duly executed by Seller substantially in the form attached hereto as EXHIBIT D. (vii) An order of the United States Bankruptcy Court for the District of Delaware shall have been entered on the docket and shall have become final and non-appealable dismissing the case under the Bankruptcy Code pending before the Bankruptcy Court in which Borrower is a debtor, In re Earth Biofuels, Inc., No. 07-10928 (CSS).

Buyer Closing Conditions. The obligation of Buyer Seller to pay for consummate the Note, the Warrants and the Judgment as provided herein on the Closing Date transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or prior to the Closing Date: (a) Buyer shall have delivered to Seller the "BUYER CLOSING CONDITIONS")following closing deliverables, PROVIDED that these conditions are for Buyer's sole benefit in form and may be waived by Buyer at any time in its sole discretion by providing Seller with prior written consent thereof.substance satisfactory to the Seller: (i) On a fully executed ▇▇▇▇ of Sale duly executed by Buyer; (ii) a fully executed Intellectual Property Assignment duly executed by Buyer; (iii) the Closing DatePurchase Price, payable in accordance with Section 1.03; (iv) a fully executed certificate of the Secretary (or equivalent officer) of Buyer certifying as to (A) the resolutions of the board of directors of Buyer, duly adopted and in effect, which authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby, (B) the names and signatures of the officers of Buyer authorized to sign this Agreement and the documents to be delivered hereunder; and (C) the articles of incorporation and bylaws of Buyer; and (v) Seller shall have delivered received or obtained evidence reasonably satisfactory to Seller from the Buyer certificates representing of the Note termination of the Outstanding PLY Debt Obligations and of the Warrants termination and release of all Liens on the Seller and its assets (including the termination of any UCC financing statements) associated with the Outstanding PLY Debt Obligations; (vi) such other customary instruments of transfer, assumption, filings or documents, in such denominations form and registered in such names substance reasonably satisfactory to Seller, as Buyer shall request)may be required to give effect to this Agreement. (iib) The representations and warranties in Article IV hereof that are subject to materiality qualifications shall be true and correct in all respects at and as of Seller the Closing and the representations and warranties contained in Article IV hereof that are not subject to materiality qualifications shall be true and correct in all material respects at and as of the Closing, in each case as though then made and as though the Closing Date was substituted for the Effective Date throughout such representations and warranties (except for those representations and warranties that are qualified by materialityaddress matters only as of a specified date, the accuracy of which shall be true and correct determined as of that specified date in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), and Seller Buyer shall have performed, satisfied and complied performed in all material respects all of the covenants and agreements required to be performed by it hereunder prior to the Closing; (c) Seller shall have received or obtained the Seller Shareholders’ Approval; (d) Buyer shall have performed and complied with the covenantsall agreements, agreements obligations and conditions contained in this Agreement, or imposed upon Buyer by Law, that are required by this Agreement to be performed, satisfied performed or complied with by Buyer on or before the Closing; (e) No Proceeding shall be pending or threatened before any Governmental Entity wherein an unfavorable injunction, judgment, order, decree, ruling or charge could reasonably be expected to prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby or declare unlawful any of the transactions contemplated hereby, and no such injunction, judgment, order, decree or ruling shall have been entered or be in effect; (f) Buyer shall have delivered to Seller (i) a certificate signed by an authorized officer of the Buyer dated the date of the Closing, stating that the conditions specified in Sections 2.03(b) and (d) have been satisfied as of the Closing; (ii) certified copies of the resolutions of Buyer’s board of directors authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby; (iii) a good standing certificate for the Buyer from its jurisdiction of organization and each jurisdiction in which the Buyer is qualified to do business as a foreign entity, in each case dated within fifteen (15) days of the Closing Date; and (iv) such other documents or instruments as are required to be delivered by Buyer at the Closing pursuant to the terms hereof or that Seller reasonably requests prior to the Closing Date.Date to effect the transactions contemplated hereby; and (iiig) Buyer No Law or order shall have received been enacted or entered into after the Effective Date that would prevent the consummation of the transactions contemplated hereby. Any condition specified in this Agreement and Section 2.03 may be waived by Seller, or the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (time for the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER") performance thereof may be extended by Seller, if such waiver is set forth in a writing duly executed by all parties theretoSeller; provided, however, that the failure of Seller to assert any of its rights shall not be deemed a waiver of any rights, and a waiver or extension as to any particular condition shall not be deemed a waiver or extension of any other condition. (iv) Buyer shall have received the Interim Restructuring Agreement duly executed by the Borrower in favor of each of the holders of the Notes, substantially in the form attached hereto as EXHIBIT B. (v) Buyer shall have received the Mutual Release attached as EXHIBIT C (the "RELEASE") hereto duly executed by Seller in favor of Borrower. (vi) Buyer shall have received from Seller an Assignment of Judgment duly executed by Seller substantially in the form attached hereto as EXHIBIT D. (vii) An order of the United States Bankruptcy Court for the District of Delaware shall have been entered on the docket and shall have become final and non-appealable dismissing the case under the Bankruptcy Code pending before the Bankruptcy Court in which Borrower is a debtor, In re Earth Biofuels, Inc., No. 07-10928 (CSS).

Buyer Closing Conditions. The obligation Buyer’s obligations under this Agreement are contingent upon satisfaction or waiver of Buyer to pay for the Notefollowing (collectively, the Warrants and the Judgment as provided herein on the “Buyer Closing Date is subject to the following conditions (the "BUYER CLOSING CONDITIONS"), PROVIDED that these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion by providing Seller with prior written consent thereof.Conditions”): (i) On the Closing Date, Seller Buyer shall have delivered to Buyer certificates representing received the Note Approvals required for the Intended Use, and the Warrants (in such denominations Approvals shall be final and registered in such names as Buyer shall request)unappealable. (ii) The Buyer shall have received all licenses and approvals from all applicable governmental authorities which are required to permit Buyer to develop the Property for the Intended Use, including, without limitation, approval of Buyer’s site plan and preliminary and final subdivision plats, and such approvals shall be final and unappealable. (iii) Buyer shall have received all approvals and consents with respect to Buyer’s plans and specifications, site plan and related materials and information which are required pursuant to the provisions of any declaration or restrictions affecting the Property. (iv) No lawsuit, appeal or other action shall have been filed by any party, directly or indirectly, involving the Property, including without limitation, any such lawsuit, appeal or other action for the purpose of challenging, contesting or seeking to prohibit, restrain, enjoin or delay any change in zoning or restrictive covenants required to permit development of the Property for the Intended Use in accordance with Buyer’s plans. (v) There shall exist no moratorium or other action or directive by any governmental authority which would prohibit, restrain, enjoin or delay Purchaser from construction, or delay Buyer in connection with the development of the Property for the Intended Use in accordance with Buyer’s plans. (vi) All of Seller’s representations and warranties of Seller shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), and Seller shall have performed, satisfied and complied in performed all of Seller’s material respects with the covenants, agreements and conditions required by obligations under this Agreement to be performed, satisfied or complied with by Seller at or prior to the Closing DateAgreement. (iii) Buyer shall have received this Agreement and the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER") duly executed by all parties thereto. (iv) Buyer shall have received the Interim Restructuring Agreement duly executed by the Borrower in favor of each of the holders of the Notes, substantially in the form attached hereto as EXHIBIT B. (v) Buyer shall have received the Mutual Release attached as EXHIBIT C (the "RELEASE") hereto duly executed by Seller in favor of Borrower. (vi) Buyer shall have received from Seller an Assignment of Judgment duly executed by Seller substantially in the form attached hereto as EXHIBIT D. (vii) An order There shall be no material and adverse change in the condition of the United States Bankruptcy Court for Property arising after the District expiration of Delaware shall have been entered on the docket Inspection Period and shall have become final not caused by Buyer, and non-appealable dismissing no material and adverse defect or encumbrance affecting the case under title to the Bankruptcy Code pending before Property except those matters accepted in writing by Buyer during the Bankruptcy Court in which Borrower is a debtorInspection Period, In re Earth Biofuels, Inc., No. 07-10928 (CSS)those matters constituting Permitted Encumbrances and those matters to be satisfied by Seller at Closing.

Buyer Closing Conditions. The following shall each constitute a condition precedent to Buyer's obligation of Buyer to pay for the Note, the Warrants and the Judgment as provided herein on consummate the Closing Date is subject to the following conditions (the "BUYER CLOSING CONDITIONS"), PROVIDED that these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion by providing Seller with prior written consent thereof.hereunder: (i) On the Closing Date, Seller shall have delivered to Buyer certificates representing the Note and the Warrants (in such denominations and registered in such names as Buyer shall request). (ii) The all of Seller's representations and warranties of Seller contained in or made pursuant to this Agreement shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time Date; (except for representations and warranties that speak as of a specific date, which ii) there shall be true no material breach of Seller's covenants and correct as of such specified date), and obligations set forth in this Agreement; (iii) Seller shall have performeddelivered the items described in Section 9.3 to Buyer or to Escrow Holder; (iv) the Title Company shall be unconditionally committed to issue the Title Policy (subject only to the payment of the premium, satisfied satisfaction of all requirements set forth in the Title Commitment, delivery by Buyer to the Title Company of all documents and complied instruments requested by the Title Company from Buyer and payment of all other amounts specified in all material respects with the covenants, agreements and conditions required by this Agreement to be performedpaid by Buyer) showing no exceptions other than the Permitted Exceptions; (v) Subject to Section 10.1, satisfied the Property shall be in substantially the same condition as it existed on the Effective Date, subject to ordinary wear and tear and the United Therapeutics Buildout; and (vi) There shall not have been any material adverse change with respect to the financial condition or complied with by Seller at or operations of the Seller. It is understood and agreed that Buyer may waive any such condition precedent in Buyer's sole and absolute discretion; and Buyer’s failing to terminate this Agreement prior to the Closing Date. shall be deemed to constitute Buyer’s waiver of such conditions precedents; provided, however, nothing set forth herein shall constitute a waiver of Buyer's post-Closing remedies for any Changed Condition of which Buyer did not have actual knowledge (iiiwithin the meaning of Section 6.3) prior to the Closing. In the event any such condition is not timely satisfied (except in the event that such condition precedent was not satisfied because of a default by Buyer under this Agreement) or waived by Buyer, then Buyer shall have received the right to terminate this Agreement by written notice to Seller and the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER") duly executed by all parties thereto. (iv) Escrow Holder, in which event, Buyer shall have received be entitled to the Interim Restructuring Agreement duly executed by the Borrower in favor of each immediate return of the holders Deposit and all interest accrued thereon; provided, however, that, to the extent, any of the Notescondition precedents set forth in sub-sections (i), substantially in the form attached hereto as EXHIBIT B. (ii), (iii), (v) and (vi), is not satisfied, Buyer shall have received also receive a reimbursement of its Transaction Costs. Seller hereby covenants that it shall exercise reasonable and diligent efforts to cause the Mutual Release attached as EXHIBIT C (conditions set forth in this Section 9.2(c) to be fully satisfied by the "RELEASE") hereto duly executed by Seller in favor of BorrowerClosing Date. (vi) Buyer shall have received from Seller an Assignment of Judgment duly executed by Seller substantially in the form attached hereto as EXHIBIT D. (vii) An order of the United States Bankruptcy Court for the District of Delaware shall have been entered on the docket and shall have become final and non-appealable dismissing the case under the Bankruptcy Code pending before the Bankruptcy Court in which Borrower is a debtor, In re Earth Biofuels, Inc., No. 07-10928 (CSS).

Buyer Closing Conditions. The obligation of Buyer to pay for the Note, the Warrants Purchased Note and the Judgment Purchased Warrants as provided herein on the Closing Date is subject to the following conditions (the "BUYER CLOSING CONDITIONS"), PROVIDED that these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion by providing Seller with prior written consent thereof. (i) On the Closing Date, Seller shall have delivered to Buyer certificates representing the Purchased Note and the Purchased Warrants (in such denominations and registered in such names as Buyer shall request). (ii) The representations and warranties of Seller shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), and Seller shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at or prior to the Closing Date. (iii) Buyer shall have received this Agreement and the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFERTRANSFER ") duly executed by all parties thereto. (iv) Buyer shall have received the Interim Restructuring Agreement duly executed by the Borrower in favor of each of the holders of the Notes, substantially in the form attached hereto as EXHIBIT B. (v) Buyer shall have received the Mutual Release attached hereto as EXHIBIT C (the "RELEASE") hereto duly executed by Seller in favor of the Borrower. (vi) Buyer shall have received from Seller an Assignment of Judgment duly executed by Seller substantially in the form attached hereto as EXHIBIT D. (vii) An order of the United States Bankruptcy Court for the District of Delaware shall have been entered on the docket and shall have become final and non-appealable dismissing the case under the Bankruptcy Code pending before the Bankruptcy Court in which Borrower is a debtor, In re Earth Biofuels, Inc., No. 07-10928 (CSS).

Buyer Closing Conditions. The obligation of Buyer to pay for the Note, Note and the Warrants and the Judgment as provided herein on the Closing Date is subject to the following conditions (the "BUYER CLOSING CONDITIONSConditions"), PROVIDED that these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion by providing Seller with prior written consent thereof. (i) On the Closing Date, Seller shall have delivered to Buyer certificates representing the Note and the Warrants (in such denominations and registered in such names as Buyer shall request). (ii) The representations and warranties of Seller shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), and Seller shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at or prior to the Closing Date. (iii) Buyer shall have received this Agreement and the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFERTRANSFER ") duly executed by all parties thereto. (iv) Buyer shall have received the Interim Restructuring Agreement duly executed by the Borrower in favor of each of the holders of the Notes, substantially in the form attached hereto as EXHIBIT B. (v) Buyer shall have received the Mutual Release attached hereto as EXHIBIT C (the "RELEASE") hereto duly executed by Seller in favor of Borrower. (vi) Buyer shall have received from Seller an Assignment of Judgment duly executed by Seller substantially in the form attached hereto as EXHIBIT D. (vii) An order of the United States Bankruptcy Court for the District of Delaware shall have been entered on the docket and shall have become final and non-appealable dismissing the case under the Bankruptcy Code pending before the Bankruptcy Court in which Borrower is a debtor, In re Earth Biofuels, Inc., No. 07-10928 (CSS).

Buyer Closing Conditions. The obligation obligations of Buyer to pay for the Note, the Warrants and the Judgment as provided herein on hereunder in connection with the Closing Date is are subject to the satisfaction (or ▇▇▇▇▇’s waiver of one or more at the Buyer’s sole discretion) of the following conditions conditions: (a) delivery to Buyer of a transfer and assignment of the Transferred Sponsor SPAC Securities, including in relation to the Class B Shares, an executed share transfer form in form and substance reasonably acceptable to the directors of the SPAC, and in relation to the Private Placement Warrants, an executed irrevocable warrant power in form and substance satisfactory to Buyer, the SPAC and Continental Stock Transfer & Trust Company as warrant agent; (b) a certified copy of the Class B Shares Register of Members of the SPAC recording the transfer of the Class B Shares; (c) the delivery by Seller of the resignations, effective as of the Closing, of such directors of the SPAC as may requested by ▇▇▇▇▇ in writing on or prior to the day immediately preceding the Closing Date; (d) the delivery by Seller of resignations, effective as of the Closing, of such officers of the SPAC as may be requested by ▇▇▇▇▇ in writing on or prior to the day immediately preceding the Closing Date; (e) the director nominees designated by the Buyer at least two business days prior to the Closing Date, if any (the "BUYER CLOSING CONDITIONS"“Initial Board Designees”), PROVIDED that these conditions are for Buyer's sole benefit which shall not constitute a majority of the SPAC’s Board of Directors, shall have been appointed to the SPAC’s Board of Directors, effective as of the Closing, and may individuals to be waived named by the Buyer at least two business days prior to the Closing Date, if any (collectively, the “Management Designees”), designated by Buyer at any time in its sole discretion as the Chief Executive Officer, Chief Financial Officer and Executive Vice President, respectively, of the SPAC, shall have been appointed as officers of the SPAC, effective as of the Closing; (f) resolutions being duly adopted by providing Seller with prior written consent thereof.the Board of Directors of the SPAC, (i) On authorizing the Closing Dateexecution, Seller shall have delivered to Buyer certificates representing the Note delivery, and performance of this Agreement and the Warrants (in such denominations and registered in such names as Buyer shall request).sale of the Transferred Sponsor SPAC Securities contemplated herein; (ii) The accepting the resignation of an agreed selection of incumbent officers and directors of the SPAC, if any; and (iii) fixing the number of directors of the entire Board of Directors of the Company, if requested by the Buyer at least two business days prior to the Closing Date; (g) the Seller shall have assigned, and Buyer shall have assumed Sellers rights and obligations pursuant to (i) that certain letter agreement (the “Letter Agreement”), dated July 31, 2024, among the SPAC, the SPAC’s officers and directors and Seller and (ii) that certain registration rights agreement (the “Registration Rights Agreement”), dated July 31, 2024, between Seller and the SPAC, and, in each case, pursuant to an assignment and assumption agreement in form and substance reasonably satisfactory to the Buyer and the Seller, and acknowledged and agreed by any such other parties to such agreements as reasonably requested by Buyer; (h) all parties to the Letter Agreement shall have waived the limitations in Section 7 thereof with respect to the transactions contemplated hereby, pursuant to a written waiver in form and substance reasonably satisfactory to the Buyer (i) good standing certificate of the SPAC; (j) certified true copies or original of all material corporate records of the SPAC, including the memorandum and articles of association, formation documents, board resolutions and shareholder resolutions; (k) certified true, complete and correct copies of all material agreements entered into by (i) the SPAC and (ii) solely to the extent relating to the SPAC, Seller, in each case, including all confidentiality agreements and letters of intent or other similar agreements with any potential targets (if any); (l) delivery of a duly executed release and satisfaction agreements in favor of the SPAC with respect to any outstanding payment obligations (including any deferred or contingent payment obligations) owed to the Seller, in form and substance reasonably satisfactory to the Buyer; (m) Seller has caused its applicable Affiliate to terminate external access to SPAC’s page on its website, and make the referenced documents and information available to Buyer; (n) delivery of a duly executed certificate, by an executive officer of each of the Seller and the SPAC, confirming and certifying that (i) each of the representations and warranties of Seller shall be true contained in this Agreement, or in any other documents delivered by Seller to Buyer in connection with the Closing were true, complete and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made hereof and are true, complete and correct as of the Closing Date as though made at that time and (except for representations ii) Seller has complied with and warranties that speak as of a specific date, which shall be true and correct as of such specified date), and Seller shall have performed, satisfied and complied performed in all material respects all of their material covenants and obligations contained in this Agreement; (o) The closing of the Buyer’s purchase, from Cantor ▇▇▇▇▇▇▇▇▇▇ & Co., or its applicable Affiliate, of 3,293,750 additional private placement warrants to purchase Class A Shares shall have been consummated, or shall be consummated substantially simultaneously with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at or prior to the Closing Date.Closing; and (iiip) Buyer shall have received Other deliverables that reasonably may be required for the execution, delivery, and performance of this Agreement and the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER") duly executed by all parties theretotransactions contemplated herein. (iv) Buyer shall have received the Interim Restructuring Agreement duly executed by the Borrower in favor of each of the holders of the Notes, substantially in the form attached hereto as EXHIBIT B. (v) Buyer shall have received the Mutual Release attached as EXHIBIT C (the "RELEASE") hereto duly executed by Seller in favor of Borrower. (vi) Buyer shall have received from Seller an Assignment of Judgment duly executed by Seller substantially in the form attached hereto as EXHIBIT D. (vii) An order of the United States Bankruptcy Court for the District of Delaware shall have been entered on the docket and shall have become final and non-appealable dismissing the case under the Bankruptcy Code pending before the Bankruptcy Court in which Borrower is a debtor, In re Earth Biofuels, Inc., No. 07-10928 (CSS).

Buyer Closing Conditions. The obligation obligations of Buyer to pay for consummate the Notetransactions contemplated herein shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions: (a) Other than the Fundamental Representations of Seller, the Warrants representations and warranties of Seller contained in this Agreement, the Judgment Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as provided herein of the date hereof and on and as of the Closing Date is subject to with the following conditions same effect as though made at and as of such date (the "BUYER CLOSING CONDITIONS"), PROVIDED that these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion by providing Seller with prior written consent thereof. (i) On the Closing Date, Seller shall have delivered to Buyer certificates representing the Note and the Warrants (in such denominations and registered in such names as Buyer shall request). (ii) The except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The Fundamental Representations of Seller shall be true and correct in all material respects (except for those representations on and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made hereof and on and as of the Closing Date with the same effect as though made at that time and as of such date (except for those representations and warranties that speak address matters only as of a specific specified date, the accuracy of which shall be true and correct determined as of such that specified datedate in all respects), and . (b) Seller shall have performed, satisfied duly performed and complied in all material respects with the covenantsall agreements, agreements covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed, satisfied performed or complied with by Seller at or it prior to or on the Closing Date. Exhibit 2.1 (c) Since the date of this Agreement, there shall not have occurred any change, circumstance or effect that, individually or in the aggregate, has had a Material Adverse Effect. (iiid) Buyer Seller shall have received this Agreement and delivered to Buyer all the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER") duly executed by all parties theretoitems specified to be delivered in Section 2.05. (ive) Buyer There shall have received not be in effect on the Interim Restructuring Closing Date any Law or Governmental Order restraining or enjoining the carrying out of this Agreement duly executed by or the Borrower in favor of each consummation of the holders of the Notes, substantially in the form attached hereto as EXHIBIT B. (v) Buyer shall have received the Mutual Release attached as EXHIBIT C (the "RELEASE") hereto duly executed transactions contemplated by Seller in favor of Borrowerthis Agreement. (vif) Buyer shall have received from Seller an Assignment of Judgment duly executed by Seller substantially in the form attached hereto as EXHIBIT D. (viiThe consents, approvals, waivers, and notices set forth on Section 8.01(f) An order of the United States Bankruptcy Court for the District of Delaware Disclosure Schedule shall have been entered on obtained in form and substance reasonably acceptable to Buyer (the docket and “Required Consents”). (g) Seller shall have become final delivered to Buyer true and non-appealable dismissing complete copies of all payoff letters in form and substance reasonably satisfactory to Buyer, evidencing the case under release of all Encumbrances other than Permitted Liens upon payment of the Bankruptcy Code pending before Indebtedness of the Bankruptcy Court Business and Cytori UK. (h) All approvals, consents, waivers, amendments, and Permits that are listed on Section 8.01(h) of the Disclosure Schedule shall have been received in which Borrower is a debtor, In re Earth Biofuels, Inc., No. 07-10928 form and substance reasonably acceptable to Buyer. (CSS)i) The Termination of the Affiliate Contracts shall have been consummated in form and substance reasonably acceptable to Buyer.

Buyer Closing Conditions. The following are conditions precedent to Buyer’s obligation to purchase the Transbay Parcel F Property at Closing (collectively, “Buyer Closing Conditions”): (a) the TJPA Board shall have authorized the TJPA Executive Director to execute this Agreement; (b) the TJPA shall have deposited the Good Faith Deposit with the Escrow (c) there being no material adverse change in the Condition of Buyer to pay for the NoteTransbay Parcel F Property from that which existed on August 26, the Warrants and the Judgment as provided herein 2015; (d) there being no title encumbrances on the Closing Date is subject to Transbay Parcel F Property other than the following conditions (the "BUYER CLOSING CONDITIONS"), PROVIDED that these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion by providing Seller with prior written consent thereof.Accepted Conditions of Title; (ie) On the Closing Date, Seller TJPA shall have delivered or caused to be delivered to the Escrow Agent the TJPA Closing Documents (as defined in Section 5.5), including, but not limited to, the Reconveyance of Deed of Trust, the Cancellation of Option Over Parcel F, the Release of MTC Quitclaim Agreement for 568 ▇▇▇▇▇▇, the Release of SFCTA Quitclaim Agreement for 77-79 Natoma, the Release of SFCTA Quitclaim Agreement for 564 ▇▇▇▇▇▇, and the Release of SFCTA Quitclaim Agreement for 568 ▇▇▇▇▇▇; (f) Escrow Agent shall be prepared to record at Closing, among other things, the Quitclaim Deed, Reconveyance of Deed of Trust, the Train Box Easement, the Reservation Agreement, the Pedestrian Bridge Easement, and the Bus Ramp Easement; (g) Title Company shall be prepared to issue the Title Policy to Buyer certificates representing the Note and the Warrants (in such denominations and registered in such names as Buyer shall request).at (iih) The all of the TJPA’s representations and warranties of Seller in Section 11.1 shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of Closing; and (except i) there shall not be an Event of Default by the TJPA (as defined in Section 10.3) after any applicable cure periods have expired. The Buyer Closing Conditions are solely for those representations and warranties that are qualified the benefit of Buyer; provided, if a Buyer Closing Condition cannot be fulfilled because Buyer frustrated such fulfillment by materialitysome affirmative act or negligent omission, then the TJPA may terminate this Agreement by delivery of written notice of termination to Seller, which shall be true and correct in all respects) as of effective 10 days following the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date)TJPA’s delivery, and Seller upon such termination, the TJPA shall have performedthe right to the Good Faith Deposit as liquidated damages as set forth in Section 2.4 above. If, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at or prior to the Closing Date. , any of the Buyer Closing Conditions is not satisfied (iii) for any reason other than Buyer fault, as set forth above), Buyer shall have received the right in its sole discretion either to waive in writing the Buyer Closing Condition in question and proceed with the sale or, in the alternative, terminate this Agreement Agreement. If, by the Closing Date, Buyer shall not have waived in writing any of the Buyer Closing Conditions and the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (failure of the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER") duly executed by all parties thereto. (iv) Buyer Closing Condition is due to some act or omission of the TJPA, then Buyer shall have received the Interim Restructuring right to terminate this Agreement duly executed by written notice to the Borrower TJPA, the TJPA shall return the Good Faith Deposit to Buyer, and the TJPA and Buyer will have no further rights or obligations hereunder, except as otherwise provided herein. Without limiting the other obligations of the TJPA regarding Closing as expressly provided in favor of this Agreement, the TJPA and Buyer shall cooperate in good faith to do all acts as may be reasonably required by each of them to cause the holders fulfillment of the Notesany Buyer Closing Conditions, substantially in the form attached hereto as EXHIBIT B. (v) Buyer shall have received the Mutual Release attached as EXHIBIT C (the "RELEASE") hereto duly executed but without assuming any new liability not contemplated by Seller in favor of Borrowerthis Agreement. (vi) Buyer shall have received from Seller an Assignment of Judgment duly executed by Seller substantially in the form attached hereto as EXHIBIT D. (vii) An order of the United States Bankruptcy Court for the District of Delaware shall have been entered on the docket and shall have become final and non-appealable dismissing the case under the Bankruptcy Code pending before the Bankruptcy Court in which Borrower is a debtor, In re Earth Biofuels, Inc., No. 07-10928 (CSS).

Buyer Closing Conditions. The obligation respective obligations of Buyer to pay for the Note, the Warrants and the Judgment as provided herein on hereunder in connection with the Closing Date is are subject to the satisfaction (or ▇▇▇▇▇’s waiver of one or more at the Buyer’s sole discretion) of the following conditions conditions: (a) delivery to Buyer of an assignment of the Transferred Sponsor SPAC Securities; (b) the delivery by Sellers of the termination of respective indemnity agreements and resignations of all of the directors of the SPAC, other than the director(s) as mutually agreed, whose resignations shall be effective on the 10th day following the mailing to stockholders of a Schedule 14F pursuant to the rules of the SEC advising stockholders of a Change in Control of the Board of Directors (the "BUYER CLOSING CONDITIONS"“Schedule 14F Change in Control Date”); (c) the delivery by ▇▇▇▇▇▇▇ of resignations of all of the officers of the SPAC, effective as of the Closing; (d) The director nominees designated by the Buyer (the “Initial Board Designees”), PROVIDED that these conditions are for Buyer's sole benefit which shall not constitute a majority of the SPAC’s Board of Directors, shall have been elected to the SPAC’s Board of Directors, effective as of the Closing, and may individuals to be waived named by the Buyer (collectively, the “Management Designees”), designated by Buyer at any time as the Chief Executive Officer, Chief Financial Officer and Executive Vice President, respectively, of the SPAC, shall have been elected as officers of the SPAC, effective as of the Closing; (e) the remainder of the director nominees designated by the Buyer (the “Schedule 14F Director Designees”), shall have been elected to the SPAC’s Board of Directors, effective as of the Schedule 14F Change in its sole discretion Control Date; (f) Resolutions duly adopted by providing Seller with prior written consent thereof.the Board of Directors of the SPAC, (i) On authorizing the Closing Dateexecution, Seller shall have delivered to Buyer certificates representing the Note delivery, and performance of this Agreement and the Warrants (in such denominations and registered in such names as Buyer shall request).sale of the Transferred Sponsor SPAC Securities contemplated herein; (ii) The accepting the resignation of an agreed selection of incumbent officers and directors of the SPAC; (iii) fixing the number of directors of the entire Board of Directors of the Company; and (iv) electing the Initial Board Designees as members of the Board of Directors effective as of the Closing and electing the Schedule 14F Director Designees as of the Schedule 14F Change in Control Date. (g) Termination of the Administrative Support Agreement, any Consulting Agreement, other than the Loan & Transfer Agreement dated January 24, 2023 and subsequently the Subscription Agreement dated September 7, 2023 with Polar as mentioned in Clause 7.3; (h) Good standing certificate of each of SPAC, Sponsor and Seller (and any relevant entities with ownership of the SPAC) as of a recent date acceptable to the Buyer; (i) Certified true copies or original of Corporate record of SPAC and the Sponsor, including bylaws, formation documents, operating agreement, board resolutions, shareholder resolutions, material agreements entered into by SPAC and the Sellers (including the option grants to the directors and all confidentiality agreements and letters of intent or other similar agreements with any potential targets (if any)); (j) Full access to the SPAC’s and the Sponsor’s respective bank account(s), trust accounts, and any other accounts being transferred and assigned to Buyer and/or its designees; (k) delivery of a duly executed certificate (“Bringdown Certificate”) by an executive officer of each of the Sellers and the SPAC, confirming and certifying that (i) each of the representations and warranties of Seller shall be true Sellers contained in this Agreement, including the schedules and Exhibits hereto, or in any other documents delivered by Sellers to Buyer in connection with the Closing were true, complete and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made hereof and are true, complete and correct as of the Closing Date as though made at that time and (except for representations ii) Sellers have complied with and warranties that speak as performed in all respects all of a specific date, which shall be true their covenants and correct as obligations contained in this Agreement; (l) Execution and delivery of such specified daterelease and satisfaction agreements with each party to whom the SPAC has any outstanding payment obligations (including any deferred or contingent payment obligations), in form and Seller substance satisfactory to the Buyer, in its sole discretion (the “Release and Satisfaction Agreements”), including with each party listed in Exhibit 3. The aggregate fees to be paid in cash for any tax liabilities and pursuant to the Release and Satisfaction Agreements shall have performednot exceed $1,150,000; (m) ▇▇▇▇▇▇ agrees to take down, satisfied or handover access and complied in control, of the website of the SPAC; (n) ▇▇▇▇▇▇ agrees to execute and deliver to the Buyer an irrevocable proxy granting the Buyer the exclusive right to exercise all material respects voting rights associated with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at or LLC’s ownership of any Sponsor SPAC Securities prior to the Closing Date.of a Business Combination; (iiio) The Operating Agreement (as defined below) shall be amended such that the Operating Agreement may not be amended without the approval of the Appointed Member and that the Appointed Member may not be removed by the members of the Sponsor prior to the later of (i) the Closing of the Business Combination and (ii) the completion of the transfer of the Escrowed Shares as directed by the Buyer (“Final Date”). The Appointed Member shall have received this Agreement the sole and exclusive power to make any and all decisions in any manner related to or in any way affecting directly or indirectly the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A Escrowed Shares, the SPAC or the Business Combination. The Appointed Member's Rights shall remain in effect until the Final Date. Within five (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFER"5) duly executed by all parties thereto. (iv) Buyer shall have received the Interim Restructuring Agreement duly executed by the Borrower in favor of each business days of the holders Final Date, the Appointed Member shall resign as a Member of the Notes, substantially in the form attached hereto as EXHIBIT B. (v) Buyer shall have received the Mutual Release attached as EXHIBIT C (the "RELEASE") hereto duly executed by Seller in favor of BorrowerSponsor. (vi) Buyer shall have received from Seller an Assignment of Judgment duly executed by Seller substantially in the form attached hereto as EXHIBIT D. (vii) An order of the United States Bankruptcy Court for the District of Delaware shall have been entered on the docket and shall have become final and non-appealable dismissing the case under the Bankruptcy Code pending before the Bankruptcy Court in which Borrower is a debtor, In re Earth Biofuels, Inc., No. 07-10928 (CSS).

Buyer Closing Conditions. The obligation of Buyer to pay for the Note, Note and the Warrants and the Judgment as provided herein on the Closing Date is subject to the following conditions (the "BUYER CLOSING CONDITIONS"), PROVIDED that these conditions are for Buyer's sole benefit and may be waived by Buyer at any time in its sole discretion by providing Seller with prior written consent thereof. (i) On the Closing Date, Seller shall have delivered to Buyer certificates representing the Note and the Warrants (in such denominations and registered in such names as Buyer shall request). (ii) The representations and warranties of Seller shall be true and correct in all material respects (except for those representations and warranties that are qualified by materiality, which shall be true and correct in all respects) as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date, which shall be true and correct as of such specified date), and Seller shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by Seller at or prior to the Closing Date. (iii) Buyer shall have received this Agreement and the Notice and Acknowledgment and Joinder Agreement attached hereto as EXHIBIT A (the "NOTICE AND ACKNOWLEDGMENT OF TRANSFERTRANSFER ") duly executed by all parties thereto. (iv) Buyer shall have received the Interim Restructuring Agreement duly executed by the Borrower in favor of each of the holders of the Notes, substantially in the form attached hereto as EXHIBIT B. (v) Buyer shall have received the Mutual Release attached as EXHIBIT C (the "RELEASE") hereto duly executed by Seller in favor of Borrower. (vi) Buyer shall have received from Seller an Assignment of Judgment duly executed by Seller substantially in the form attached hereto as EXHIBIT D. (vii) An order of the United States Bankruptcy Court for the District of Delaware shall have been entered on the docket and shall have become final and non-appealable dismissing the case under the Bankruptcy Code pending before the Bankruptcy Court in which Borrower is a debtor, In re Earth Biofuels, Inc., No. 07-10928 (CSS).