Letter Agreement
February 6, 2007
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”).
1. The Shareholders shall, as soon as practicable but no later than the completion of a financing as described in Section 3.2(a) of the Escrow Agreement (as defined below), each deliver stock certificates representing the number of Shares set forth across from each such Shareholder’s name on Schedule 1 hereto and fully executed stock powers of attorney, signatures guaranteed as required by the transfer agent of the Company to the Escrow Agent to be held in escrow subject to the terms and conditions set forth in the Escrow Agreement.
2. The Shareholders, the Company and the Investors shall, as soon as practicable but no later than March 16, 2007, enter into an Escrow Agreement with the Escrow Agent in the form attached hereto as Exhibit A (the “Escrow Agreement”).
3. This Agreement will be governed by and construed in accordance with the laws of the State of New York, excluding that body of law pertaining to conflict of laws. If any provision of this Agreement is for any reason found to be unenforceable, the remainder of this Agreement will continue in full force and effect. This Agreement constitutes the complete and exclusive understanding and agreement of the parties relating to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, with respect to the such subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto.
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If this Agreement is acceptable, please sign below. This Agreement may be executed in counterparts.
Sincerely,
by: /s/ Xxxx Xxxxxxxx Angobaldo
Name: Xxxx Xxxxxxxx Angobaldo
Title: Chief Executive Officer
Accepted and agreed:
ARC INVESTMENT PARTNERS, LLC
by: /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Manager
TAPIRDO ENTERPRISES, LLC
by: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Manager
SGM CAPITAL, LLC
by: /Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Manager
/s/ Xxxx Xxxxxxxx
XXXX XXXXXXXX
/s/ Xxxxx Xxxxxxx
XXXXX XXXXXXX
/s/ Xxxxxxx Xxxxxxxxxx
XXXXXXX XXXXXXXXXX
/s/ Xxx Xxxxxxx
XXX XXXXXXX
SCHEDULE 1
|
Name |
Number of Shares |
|
Xxxx Xxxxxxxx |
4,000,000 |
|
Xxxxx Xxxxxxx |
1,000,000 |
|
Xxxxxxx Xxxxxxxxxx |
500,000 |
|
Xxx Xxxxxxx |
500,000 |
|
Total |
6,000,000 |
SCHEDULE 2
|
Name |
|
ARC Investment Partners, LLC |
|
Tapirdo Enterprises, LLC |
|
SGM Capital, LLC |
