PLEDGE AGREEMENTPledge Agreement • November 14th, 2007 • Pure Biofuels Corp • Industrial organic chemicals • New York
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”).
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.
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”).
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”).
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”).
NOTEPure Biofuels Corp • November 14th, 2007 • 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, Pure Biofuels Del Peru S.A.C. and Palma Industrial 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, 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 Twenty Million and No/100ths Dollars ($20,000,000.00), however, the aggregate liability of all Borrowers (as defined in the Agreement) under the Notes (as defined in the Agreement) shall not exceed the principal sum of Twenty Million and No/100ths Dollars ($20,000,000.00). This Note is secured by the Security Documents (as def
SUBSIDIARIES GUARANTYSubsidiaries Guaranty • November 14th, 2007 • Pure Biofuels Corp • Industrial organic chemicals • New York
SUBSIDIARIES GUARANTY (as amended, modified, restated and/or supplemented from time to time, this “Guaranty”), dated as of September 12, 2007, made by and among each of the undersigned guarantors (each, a “Guarantor” and, together with any other entity that becomes a guarantor hereunder pursuant to Section 22 hereof, collectively, the “Guarantors”) in favor of Plainfield Special Situations Master Fund Limited, as Administrative Agent (together with any successor administrative agent, the “Administrative Agent”), for the benefit of the Secured Creditors (as defined below). Except as otherwise defined herein, all capitalized terms used herein and defined in the Loan Agreement (as defined below) shall be used herein as therein defined.
ENVIRONMENTAL INDEMNITYEnvironmental Indemnity • November 14th, 2007 • Pure Biofuels Corp • Industrial organic chemicals • New York
ENVIRONMENTAL INDEMNITY, is dated as of September 10, 2007 (this “Agreement”), by Pure Biofuels Del Peru S.A.C., a Peruvian corporation (“Pure Biofuels”) and Palma Industrial S.A.C., a Peruvian corporation (“Palma” and, together with Pure Biofuels, collectively, the “Indemnitors”), each having an office at Av. Canaval y Moreyra 380 of 402, San Isidro, Lima, Peru, in favor of Plainfield Special Situations Master Fund Limited, as Administrative Agent (together with any successor administrative agent, the “Administrative Agent”), having an office at 55 Railroad Avenue, Greenwich CT 06830, for the benefit of the Creditors (as defined below).
NOTEPure Biofuels Corp • November 14th, 2007 • 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, 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 Twenty Million and No/100ths Dollars ($20,000,000.00), however, the aggregate liability of all Borrowers (as defined in the Agreement) under the Notes (as defined in the Agreement) shall not exceed the principal sum of Twenty Million and No/100ths Dollars ($20,000,000.00). This Note is secured by the Security Documents (as de
REGISTRATION RIGHTS AGREEMENT by and among ARC INVESTMENT PARTNERS, LLC TAPIRDO ENTERPRISES, LLC SGM CAPITAL, LLC ADAM ROSEMAN STEVEN MAGAMI and PURE BIOFUELS CORP.Registration Rights Agreement • November 14th, 2007 • Pure Biofuels Corp • Industrial organic chemicals • New York
REGISTRATION RIGHTS AGREEMENT, dated as of September 12, 2007, by and among PURE BIOFUELS CORP., a Nevada corporation (the “Company”); ARC Investment Partners, LLC a Delaware limited liability company, (“ARC”); Tapirdo Enterprises, LLC, a Delaware limited liability company (“TAPIRDO”); SGM Capital, LLC, a Delaware a limited liability company (“SGM”); Adam Roseman (“ROSEMAN”); and Steven Magami (“MAGAMI”).
