SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 14th, 2007 • Pure Biofuels Corp • Industrial organic chemicals • New Jersey
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of April 19, 2007, by and among PURE BIOFUELS CORP., a Nevada corporation (the “Company”), and the Buyers listed on Schedule I attached hereto (individually, a “Buyer” or collectively “Buyers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 14th, 2007 • Pure Biofuels Corp • Industrial organic chemicals • New Jersey
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 19, 2007, by and among PURE BIOFUELS CORP., a Nevada corporation (the “Company”), and the undersigned Buyers listed on Schedule I attached hereto (each, a “Buyer” and collectively, the “Buyers”).
ContractSubscription Agreement • March 16th, 2004 • Metasun Enterprises Inc • Nevada
THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE "SUBSCRIPTION AGREEMENT") RELATES TO AN OFFERING OF SECURITIES IN AN OFFSHORE TRANSACTION TO PERSONS WHO ARE NOT U.S. PERSONS (AS DEFINED HEREIN) PURSUANT TO REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT").
SECURITY AGREEMENTSecurity Agreement • August 14th, 2007 • Pure Biofuels Corp • Industrial organic chemicals • New Jersey
THIS SECURITY AGREEMENT (the “Agreement”), is entered into and made effective as of April 19, 2007, by and between PURE BIOFUELS CORPORATION, a Nevada corporation with its principal place of business located at 9440 Little Santa Monica Blvd., Suite 400, Beverly Hills, CA 90210 (the “Parent”), and the each subsidiary of the Parent listed on Schedule I attached hereto (each a “Subsidiary,” and collectively and together with the Parent, the “Company”), in favor of the BUYER(S) (the “Secured Party”) listed on Schedule I attached to the Securities Purchase Agreement (the “Securities Purchase Agreement”) dated the date hereof between the Company and the Secured Party.
PLEDGE AGREEMENTPledge Agreement • November 14th, 2007 • Pure Biofuels Corp • Industrial organic chemicals • New York
CONSULTING AGREEMENTConsulting Agreement • November 21st, 2006 • Pure Biofuels Corp • Services-prepackaged software • British Columbia
PURE BIOFUELS CORP., a corporation organized and existing under the laws of the sate of Nevada and having an office at Calle Los Euchariz 150 Opto 201, Monterrico, Surco, Lima Peru 33
CONTRACT AGREEMENTContract Agreement • April 29th, 2005 • Metasun Enterprises Inc • Services-prepackaged software
This contract agreement is between Metasun; Chad DeGroot (herein referred to as “Contractor”) and ACEKICKER.COM HOLDINGS INC. (herein referred to as “AceKicker”). Both AceKicker and the Contractor agree to the following terms and conditions:
EMPLOYMENT AGREEMENTEmployment Agreement • November 21st, 2006 • Pure Biofuels Corp • Services-prepackaged software
Witnesseth hereby the Employment Agreement for an indefinite term (hereinafter "the Agreement"), entered into by and between Pure Biofuels del Perú S.A.C., with Single Taxpayer's Registry No 20513251506, registered in Electronic Item N 11889878 of the Registry of Legal Entities of Lima, domiciled at Calle Eucharis No 150, Urbanización La Floresta de Monterrico, Santiago de Surco, duly represented by Mr. Luis Humberto Goyzueta Angobaldo, identified by National Identity Document No 10609920, in his capacity as General Manager, as per powers of attorney recorded in Entry A0001 of said Item (hereinafter the "PBP"), as party to the first part, and Mr. Luis Humberto Goyzueta Angobaldo, identified by National Identity Document No 10609920, domiciled at Av. La Merced 810, Surco, a Peruvian citizen, male, single, economist (hereinafter the "Employee"), as party to the other part. Both parties are jointly referred to as the "Parties". This agreement is entered into under the following terms and
SHARE EXCHANGE AGREEMENTThe Share Exchange Agreement • July 28th, 2006 • Metasun Enterprises Inc • Services-prepackaged software • British Columbia
NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of covenants and agreements set forth herein and of the sum of $10.00 paid by Pubco to Goyzueta and to Priveco,
PURE BIOFUELS CORP. AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • April 1st, 2008 • Pure Biofuels Corp • Industrial organic chemicals • New York
THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into effective as of March 26, 2008 by and among Pure Biofuels Corp., a Nevada Corporation (the “Company”), Plainfield Peru I LLC, a Delaware limited liability company (“LLC1”), Plainfield Peru II LLC, a Delaware limited liability company (“LLC2” and together with LLC1, “Plainfield”) and the stockholders of the Company listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”).
NOTEPure Biofuels Corp • May 20th, 2008 • Industrial organic chemicals
This Note is one of the Notes referred to in the Loan Agreement, dated as of September 12, 2007, among Pure Biofuels Corp., as Guarantor, Palma Industrial S.A.C. and Pure Biofuels Del Peru S.A.C., collectively (the “Borrowers”), the lenders from time to time party thereto (including the Lender), and Plainfield Special Situations Master Fund Limited, as Administrative Agent (as amended by an amendment executed and delivered by the Guarantor and the Borrowers on March 13, 2008, and a second amendment executed and delivered by the Guarantor, the Borrowers and the other Credit Parties party thereto as of the date hereof, and as amended, restated, modified and/or supplemented from time to time, the “Agreement”) and is entitled to the benefits thereof and of the other Loan Documents (as defined in the Agreement). Each Borrower under the Agreement has executed and delivered to the Lender a Note in the principal sum of Seventeen Million Three Hundred and Forty Six Thousand Nine Hundred and Thi
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER JANUARY 23, 2008Agreement and Plan of Merger • January 25th, 2008 • Pure Biofuels Corp • Industrial organic chemicals
Reference is made to the AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated as of December 4, 2007, by and among Pure Biofuels Corp., a Nevada corporation (“Parent”), Pure Biofuels del Peru S.A.C, a Peruvian corporation and a 99.9% owned subsidiary of Parent (“Acquirer”), Interpacific Oil S.A.C., a Peruvian corporation (“Target” (which term shall include any subsidiaries of Target as applicable)), Luis Goyzueta Angobaldo, Peruvian citizen, identified with DNI No. 10609920; Alberto Pinto Rocha, Peruvian citizen, identified with DNI No. 08249574; and Patrick Orlando Panizo, Peruvian citizen, identified with Peruvian Passport No. 0552726 (collectively, the “Target Stockholders”).
THIRD AMENDMENT TO LOAN DOCUMENTSLoan Documents • November 10th, 2008 • Pure Biofuels Corp • Industrial organic chemicals
Third Amendment to Loan Documents, dated as of November 4, 2008 (this “Amendment”), among Pure Biofuels Corp. (the “Guarantor”), Pure Biofuels Del Peru S.A.C. and Palma Industrial S.A.C. (each a “Borrower” and collectively, the “Borrowers”), Plainfield Special Situations Master Fund Limited (in its capacities as the Lender and the Administrative Agent), and the other Credit Parties party hereto. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Loan Agreement (as defined below).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 14th, 2007 • Pure Biofuels Corp • Industrial organic chemicals • New York
THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is entered into as of September 12, 2007, among PURE BIOFUELS CORP., a corporation organized and existing under the laws of the state of Nevada (the “Company”) and PLAINFIELD PERU I LLC, a Delaware limited liability company (“LLC1”), and PLAINFIELD PERU II LLC, a Delaware limited liability company (“LLC2” and together with LLC1, “Plainfield”).
SECOND AMENDMENT TO LOAN DOCUMENTSLoan Documents • April 24th, 2008 • Pure Biofuels Corp • Industrial organic chemicals
Second Amendment to Loan Documents, dated as of April 18, 2008 (this “Amendment”), among Pure Biofuels Corp. (the “Guarantor”), Pure Biofuels Del Peru S.A.C. and Palma Industrial S.A.C. (each a “Borrower” and collectively, the “Borrowers”), Plainfield Special Situations Master Fund Limited (in its capacities as the Lender and the Administrative Agent), and the other Credit Parties party hereto. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided such terms in the Loan Agreement (as defined below).
SHARE PURCHASE AGREEMENTShare Purchase Agreement • October 2nd, 2006 • Pure Biofuels Corp • Services-prepackaged software • British Columbia
ALASTAIR ANDERSON, a resident of British Columbia, whose address is 111 East 46th Avenue, Vancouver, British Columbia, Canada V5W 1Z3
FINANCING CONTINGENCY ESCROW AGREEMENTFinancing Contingency Escrow Agreement • August 14th, 2007 • Pure Biofuels Corp • Industrial organic chemicals • Colorado
PURE BIOFUELS CORP., a Nevada corporation with an address at Suite 203 - 910 Richards Street Vancouver, British Columbia Canada V6B 3C1
THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT BY AND AMONG PURE BIOFUELS CORP. AND PLAINFIELD PERU I LLC PLAINFIELD PERU II LLC Dated as of March 10, 2009Securities Purchase Agreement • March 16th, 2009 • Pure Biofuels Corp • Industrial organic chemicals • New York
THIRD AMENDMENT TO SECURITIES PURCHASE AGREEMENT dated as of March 10, 2009 (this “Third Amendment”), by and among PURE BIOFUELS CORP., a Nevada corporation (the “Company”), and PLAINFIELD PERU I LLC, a Delaware limited liability company (“LLC1”), and PLAINFIELD PERU II LLC, a Delaware limited liability company (“LLC2” and together with LLC1, the “Purchaser”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Agreement (as defined below).
FIFTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT BY AND AMONG PURE BIOFUELS CORP. AND PLAINFIELD PERU I LLC PLAINFIELD PERU II LLCSecurities Purchase Agreement • July 23rd, 2009 • Pure Biofuels Corp • Industrial organic chemicals • New York
FIFTH AMENDMENT TO SECURITIES PURCHASE AGREEMENT dated as of July 16, 2009 (this “Fifth Amendment”), by and among PURE BIOFUELS CORP., a Nevada corporation (the “Company”), and PLAINFIELD PERU I LLC, a Delaware limited liability company (“LLC1”), and PLAINFIELD PERU II LLC, a Delaware limited liability company (“LLC2” and together with LLC1, the “Purchaser”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Agreement (as defined below).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • November 14th, 2007 • Pure Biofuels Corp • Industrial organic chemicals • California
This FIRST AMENDMENT (this “Amendment”) to the EMPLOYMENT AGREEMENT, dated as of June 22, 2007, and effective as of May 11, 2007 (the “Agreement”), by and between STEVEN S. MAGAMI, an individual residing in Los Angeles, California (the “Employee”), and PURE BIOFUELS CORP., a Nevada corporation (the “Company”) is effective as of September 12, 2007 (the “Effective Date”). Capitalized terms used but not defined herein have the meanings set forth in the Agreement unless the context otherwise requires.
Amendment to Nonstatutory Stock Option AgreementAmendment to Nonstatutory Stock Option Agreement • September 10th, 2007 • Pure Biofuels Corp • Industrial organic chemicals
This agreement is an amendment (the “Amendment”) of the Nonstatutory Stock Option Agreement by and between you, ___________, and Pure Biofuels Corp., a Nevada corporation (the “Company”), representing the Company’s grant of nonstatutory stock options (each, an “Option” or collectively, the “Options”) to you, on June 11, 2007, to purchase ________________ shares of common stock, no par value (“Common Stock”), of the Company under the Pure Biofuels Corp. Stock Incentive Plan (the “Plan”), at an exercise price (the “Exercise Price”) of $0.98 per share (the “Outstanding Option Agreement”).
SECURITIES PURCHASE AGREEMENT BY AND BETWEEN PURE BIOFUELS CORP. AND PLAINFIELD PERU I LLC PLAINFIELD PERU II LLCSecurities Purchase Agreement • November 14th, 2007 • Pure Biofuels Corp • Industrial organic chemicals • New York
SECURITIES PURCHASE AGREEMENT dated as of September 12, 2007 (this “Agreement”), by and between PURE BIOFUELS CORP., a Nevada corporation (the “Company”), and PLAINFIELD PERU I LLC, a Delaware limited liability company (“LLC1”), and PLAINFIELD PERU II LLC, a Delaware limited liability company (“LLC2” and together with LLC1, the “Purchaser”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 14th, 2007 • Pure Biofuels Corp • Industrial organic chemicals • California
EMPLOYMENT AGREEMENT, dated as of June 22, 2007, and effective as of May 11, 2007 (this “Agreement”), by and between STEVEN S. MAGAMI, an individual residing in Los Angeles, California (the “Employee”), and PURE BIOFUELS CORP., a Nevada corporation (the “Company”).
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT BY AND AMONG PURE BIOFUELS CORP. AND PLAINFIELD PERU I LLC PLAINFIELD PERU II LLC Dated as of November 4, 2008Securities Purchase Agreement • November 10th, 2008 • Pure Biofuels Corp • Industrial organic chemicals • New York
SECOND AMENDMENT TO SECURITIES PURCHASE AGREEMENT dated as of November 4, 2008 (this “Second Amendment”), by and among PURE BIOFUELS CORP., a Nevada corporation (the “Company”), and PLAINFIELD PERU I LLC, a Delaware limited liability company (“LLC1”), and PLAINFIELD PERU II LLC, a Delaware limited liability company (“LLC2” and together with LLC1, the “Purchaser”). Capitalized terms used herein without definition shall have the same meanings herein as set forth in the Agreement (as defined below).
Letter AgreementLetter Agreement • May 21st, 2007 • Pure Biofuels Corp • Services-prepackaged software • New York
This Letter Agreement (the “Agreement”), dated as of February 6, 2007, by and among Pure Biofuels Corp., a Nevada corporation (the “Company”), the persons listed on Schedule 1 hereto (the “Shareholders”) and the entities listed on Schedule 2 hereto (the “Investors”), sets forth the parties’ understanding and agreement with respect to the subject matter hereof, pursuant to which the Shareholders agree to place six million (6,000,000) shares of the Company’s common stock (the “Shares”) into escrow with US Bank National Association (the “Escrow Agent”).
PURE BIOFUELS CORP. Suite 201 – 1040 West 8th Avenue Vancouver, BC, Canada V6G 1C4Pure Biofuels • September 5th, 2006 • Pure Biofuels Corp • Services-prepackaged software
We refer to the Share Exchange Agreement dated July 26, 2006 (the “Agreement”), among the Company, Priveco, Luis Goyzueta (“Goyzueta”) and the shareholders of Priveco (the “Shareholders”) (collectively, the “Parties”) which outlines the terms of a transaction relating to the purchase, by the Company, of 999, or 99.9%, of the issued and outstanding shares of Priveco.
Co-location and Bandwidth Services AgreementAnd Bandwidth Services Agreement • May 28th, 2004 • Metasun Enterprises Inc • Services-miscellaneous amusement & recreation
VOTING AGREEMENTVoting Agreement • November 14th, 2007 • Pure Biofuels Corp • Industrial organic chemicals • New York
VOTING AGREEMENT, dated as of September 12, 2007 (this “Agreement”), by and among the stockholders of Pure Biofuels Corp., a Nevada corporation (the “Company”), listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”), Plainfield Special Situations Master Fund Limited, a Cayman Islands Corporation (“PSSM”), Plainfield Peru I LLC, a Delaware limited liability company (“LLCI”), and Plainfield Peru II LLC, a Delaware limited liability company (“LLCII” and together with PSSM and LLCI, “Plainfield”).
AGREEMENT AND PLAN OF MERGER BY AND AMONG PURE BIOFUELS CORP. PURE BIOFUELS DEL PERU S.A.C. INTERPACIFIC OIL S.A.C. LUIS GOYZUETA ALBERTO PINTO PATRICK ORLANDO DATED AS OF DECEMBER 4, 2007Agreement and Plan of Merger • December 10th, 2007 • Pure Biofuels Corp • Industrial organic chemicals
This AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made as of December 4, 2007 (the “Signing Date”) and effective as of August 15, 2007 (the “Effective Date”) by and among Pure Biofuels Corp., a Nevada corporation (“Parent”), Pure Biofuels del Peru S.A.C, a Peruvian corporation and a 99.9% owned subsidiary of Parent (“Acquirer”), Interpacific Oil S.A.C., a Peruvian corporation (“Target” (which term shall include any subsidiaries of Target as applicable)), Luis Goyzueta Angobaldo, Peruvian citizen, identified with DNI No. 10609920; Alberto Pinto Rocha, Peruvian citizen, identified with DNI No. 08249574; and Patrick Orlando Panizo, Peruvian citizen, identified with Peruvian Passport No. 0552726 (collectively, the “Target Stockholders”).
WARRANT EXCHANGE AGREEMENTWarrant Exchange Agreement • August 6th, 2008 • Pure Biofuels Corp • Industrial organic chemicals
WARRANT EXCHANGE AGREEMENT, dated as of August 5, 2008 (this “Agreement”), by and between PURE BIOFUELS CORP., a Nevada corporation (the “Company”), and PLAINFIELD PERU II LLC, a Delaware limited liability company (“LLCII”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Securities Purchase Agreement, dated as of September 12, 2007, as amended by an amendment executed on March 26, 2008 (the “Purchase Agreement”), by and between the Company, LLCII and PLAINFIELD PERU I LLC (“LLCI”), a Delaware limited liability company (together with LLCII, the “Purchaser”) or the Loan Agreement (as defined in the Purchase Agreement) if such capitalized term is not defined in the Purchase Agreement.
PURE BIOFUELS CORP. STOCKHOLDERS AGREEMENTStockholders Agreement • November 14th, 2007 • Pure Biofuels Corp • Industrial organic chemicals • New York
THIS STOCKHOLDERS AGREEMENT (this “Agreement”) is entered into effective as of September 12, 2007 by and among Pure Biofuels Corp., a Nevada Corporation (the “Company”), Plainfield Peru I LLC, a Delaware limited liability company (“LLC1”), Plainfield Peru II LLC, a Delaware limited liability company (“LLC2” and together with LLC1, “Plainfield”) and the stockholders of the Company listed on the signature page(s) hereto (collectively, the “Stockholders” and each individually, a “Stockholder”).
EXHIBIT "A" Commercial Distribution AgreementCommercial Distribution Agreement • November 21st, 2006 • Pure Biofuels Corp • Services-prepackaged software
PURE BIOFUELS DEL PERU S.A.C. (hereinafter "PURE BIO FUEL ", identified by Tax ID Number (RUC) 20268884506, with registered office at Av. Canaval y Moreyra 380, Of 402, San Isidro, Lima, acting by and through Mr.Luis Goyzueta identified by National Identity Card (DNI) No. 10609920
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • November 21st, 2006 • Pure Biofuels Corp • Services-prepackaged software
Witnesseth hereby the Technology License Agreement entered into by and between CAPRICORN DEL PERU S.A.C., with Single Taxpayer's Registry No 20514173568, registered in Electronic Item No 11931323 of the Registry of Legal Entities of Lima, domiciled at Calle Guillermo Marconi No 451, district of San Isidro, province and department of Lima, duly represented by its General Agent, Mr. Manuel Elcorobarrutia Estremadoyro, identified by National Identity Document No 07869369, as per powers of attorney recorded in Electronic Item No 1193123, hereinafter referred to as CAPRICORN, as party to the first part, and PURE BIOFUELS DEL PERU S.A.C., with Single Taxpayer's Registry No 20513251506, registered in Electronic Item No 11889878 of the Registry of Legal Entities of Lima, domiciled at Calle Eucharis No 150, Departamento No 201, Urbanización La Floresta de Monterrico, district of Santiago de Surco, province and department of Lima, duly represented by its General Manager, Mr. Luis Humberto Goyzue
WARRANT EXCHANGE AGREEMENTWarrant Exchange Agreement • September 10th, 2008 • Pure Biofuels Corp • Industrial organic chemicals
WARRANT EXCHANGE AGREEMENT, dated as of September 8, 2008 (this “Agreement”), by and between PURE BIOFUELS CORP., a Nevada corporation (the “Company”), and YA Global Investments, L.P. (formerly known as Cornell Capital Partners, L.P.) (“PURCHASER”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Securities Purchase Agreement, dated as of April 19, 2007 (the “Purchase Agreement”), by and between the Company and the Buyers listed on Schedule I thereto.
CONTRACT AGREEMENTContract Agreement • May 28th, 2004 • Metasun Enterprises Inc • Services-miscellaneous amusement & recreation
This contract agreement is between Metasun Software Corp. (herein referred to as "Contractor") and ACEKICKER.COM HOLDINGS INC. (herein referred to as "AceKicker"). Both AceKicker and the Contractor agree to the following terms and conditions:
