AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER JANUARY 23, 2008
AMENDMENT
NO. 1 TO AGREEMENT AND PLAN OF MERGER
JANUARY
23, 2008
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)), Xxxx Xxxxxxxx
Angobaldo, Peruvian citizen, identified with DNI No. 00000000; Xxxxxxx Xxxxx
Xxxxx, Peruvian citizen, identified with DNI No. 00000000; and Xxxxxxx Xxxxxxx
Panizo, Peruvian citizen, identified with Peruvian Passport No. 0000000
(collectively, the “Target
Stockholders”).
W
I T N E
S S E T H:
WHEREAS,
the parties hereto have entered into the Agreement where the parties set forth
certain terms and conditions of the merger of Target with and into Acquirer,
and
the parties intend that this Amendment No. 1 to the Agreement (this “Amendment”)
shall amend the relevant provisions of the Agreement;
WHEREAS,
capitalized terms used herein and not defined shall have the respective meanings
ascribed to such terms in the Agreement; and
WHEREAS,
except as set forth in this Amendment, the terms of the Agreement shall remain
in full force and effect.
NOW,
THEREFORE, in consideration of the premises and of the mutual covenants of
the
parties hereto, as herein contained, it is mutually agreed among
them:
1.
Timing of Payment of Initial Merger Consideration.
Schedule
2.7(a) - Merger Consideration
of the
Agreement provides that “None of the Merger Consideration shall be payable as of
the date of the Closing, but the Parent shall be required to pay the $700,000
cash consideration and 2,166,667 shares of the stock consideration 90 days
after
the Closing.” The parties hereby agree that, notwithstanding the foregoing
sentence, the Parent shall be required to pay the $700,000 cash consideration
and 2,166,667 shares of the stock consideration within three business days
of
the execution of this Amendment and approval of this Amendment by the Parent’s
board of directors. All other terms and conditions of Schedule
2.7(a) - Merger Consideration
of the
Agreement shall remain the same as set forth in the Agreement.
2.
Miscellaneous.
The
parties hereto agree that all of the provisions of Article 10 - General
Provisions of the Agreement are hereby incorporated by reference into this
Amendment and shall fully apply to this Amendment as if such provisions were
set
forth in this Amendment.
[Remainder
of page intentionally left blank.]
IN
WITNESS WHEREOF, Acquirer, Parent, Target and Target Stockholders have caused
this Amendment No. 1 to Agreement and Plan of Merger to be executed and
delivered by each of them or their respective officers thereunto duly
authorized, all as of the date first written above.
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By:
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/s/
Xxxxxx Xxxxxx
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Xxxxxx
Xxxxxx
President
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PURE
BIOFUELS DEL PERU S.A.C.
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By:
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/s/
Xxxx Xxxxxxxx
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Xxxx
Xxxxxxxx
Managing
Director
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INTERPACIFIC
OIL S.A.C.
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By:
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/s/
Xxxx xxxxxxxx
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Xxxx
Xxxxxxxx
Managing
Director
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INTERPACIFIC
OIL S.A.C.
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By:
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/s/
Xxxxxxx Xxxxx
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Xxxxxxx
Xxxxx
Managing
Director
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TARGET
STOCKHOLDERS
/s/
Xxxx Xxxxxxxx
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XXXX
XXXXXXXX, shareholder of Interpacific
Oil
S.A.C.
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/s/
Xxxxxxx Xxxxx
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XXXXXXX
XXXXX, shareholder of Interpacific
Oil
S.A.C.
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/s/
Xxxxxxx Xxxxxxx
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XXXXXXX
XXXXXXX, shareholder of
Interpacific
Oil S.A.C.
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[Signature
Page - Amendment No. 1 to Agreement and Plan of Merger among Pure Biofuels
Corp., Pure
Biofuels del Peru S.A.C., Interpacific
Oil S.A.C. and the Interpacific Stockholders]
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