a10-56_sch13da.htm

SEC USE ONLY

SOURCE OF FUNDS

OO

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED

PURSUANT TO ITEM 2(d) or 2(e)

0000950127-10-000135.txt : 20100611 0000950127-10-000135.hdr.sgml : 20100611 20100611140157 ACCESSION NUMBER: 0000950127-10-000135 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20100611 DATE AS OF CHANGE: 20100611 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PURE BIOFUELS CORP CENTRAL INDEX KEY: 0001283193 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 470930829 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79988 FILM NUMBER: 10892234 BUSINESS ADDRESS: STREET 1: SUITE 203 - 910 RICHARDS STREET CITY: VANCOUVER STATE: A1 ZIP: V6B 3C1 BUSINESS PHONE: 778-895-3595 MAIL ADDRESS: STREET 1: SUITE 203 - 910 RICHARDS STREET CITY: VANCOUVER STATE: A1 ZIP: V6B 3C1 FORMER COMPANY: FORMER CONFORMED NAME: METASUN ENTERPRISES INC DATE OF NAME CHANGE: 20040310 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PLAINFIELD ASSET MANAGEMENT LLC CENTRAL INDEX KEY: 0001352352 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 333 LUDLOW STREET CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 203-302-1715 MAIL ADDRESS: STREET 1: 333 LUDLOW STREET CITY: STAMFORD STATE: CT ZIP: 06902 FORMER COMPANY: FORMER CONFORMED NAME: Plainfield Asset Management LLC DATE OF NAME CHANGE: 20060206 SC 13D/A 1 a10-56_sch13da.htm AMENDMENT NO. 10 TO SCHEDULE 13D a10-56_sch13da.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 10) *

Pure Biofuels Corp.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

74621R104

(CUSIP Number)

Plainfield Asset Management LLC

333 Ludlow Street

Stamford, CT 06902

Attention: General Counsel

Telephone: (203) 302-1700

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

June 4, 2010

(Date of Event which Requires Filing of this Statement)

	If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]

	Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

	*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

	The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO.: 74621R104 13D

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		Plainfield Special Situations Master Fund Limited I.R.S. Identification No. 98-0451872

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) [ ]
		(b) [X]

3	SEC USE ONLY

4	SOURCE OF FUNDS OO

5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)	[ ]

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 553,186,465 shares (1)
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 553,186,465 shares (1)


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		553,186,465 shares (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

[ ]


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		87.0% (1)

14	TYPE OF REPORTING PERSON
		CO, HC

(1) Includes 153,696,959 shares of common stock acquired by the Reporting Persons and 399,489,506 that the Reporting Persons have the right to acquire upon conversion of convertible notes and the exercise of warrants. See Item 5.

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		Plainfield Peru I LLC I.R.S. Identification No. 26-0816482

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) [ ]
		(b) [X]

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 553,186,465 shares (1)
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 553,186,465 shares (1)


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		553,186,465 shares (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

[ ]


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		87.0% (1)

14	TYPE OF REPORTING PERSON
		OO

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		Plainfield Peru II LLC I.R.S. Identification No. 26-0816494

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) [ ]
		(b) [X]

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 553,186,465 shares (1)
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 553,186,465 shares (1)


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		553,186,465 shares (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

[ ]


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		87.0% (1)

14	TYPE OF REPORTING PERSON
		OO

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		Plainfield Asset Management LLC I.R.S. Identification No.: 20-2332356

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) [ ]
		(b) [X]

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 553,186,465 shares (1)
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 553,186,465 shares (1)


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		553,186,465 shares (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

[ ]


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		87.0% (1)

14	TYPE OF REPORTING PERSON
		IA, OO

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
		Max Holmes

2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) [ ]
		(b) [X]

6	CITIZENSHIP OR PLACE OF ORGANIZATION
		United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 553,186,465 shares (1)
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 553,186,465 shares (1)


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
		553,186,465 shares (1)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES

CERTAIN SHARES

[ ]


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
		87.0% (1)

14	TYPE OF REPORTING PERSON
		IN

Item 1. Security and Issuer

ITEM 1 IS HEREBY AMENDED AND RESTATED AS FOLLOWS:

This Amendment No. 10 (this “Amendment”) amends certain information in the statement on Schedule 13D, initially filed on September 19, 2007 by the Reporting Persons, as amended as filed on January 31, 2008, April 3, 2008, August 6, 2008, November 7, 2008, December 11, 2008, March 17, 2009, April 2, 2009, July 24, 2009 and as further amended as filed on June 10, 2010 (as amended, the “Initial Statement”), relating to shares of common stock, par value $0.001 per share (the “Common Stock”), of Pure Biofuels Corp. (the “Issuer”), which has its principal executive office at 701 Brazos Street, Suite 10 50, Austin, TX 78701.

Except as expressly provided herein, this Amendment does not modify any of the information previously reported in the Initial Statement. All capitalized terms used herein shall have the meanings given to them in the Initial Statement, and unless amended or supplemented hereby, all information previously filed remains in effect.

Item 3. Source and Amount of Funds or Other Consideration

ITEM 3 IS HEREBY AMENDED BY ADDING THE FOLLOWING:

The Issuer issued to Peru I, in lieu of semi-annual cash interest payments on its Senior Notes outstanding, additional Senior Notes on September 15, 2009 and March 15, 2010 in the principal amounts of $2,029,589 and $3,551,411, respectively, convertible into 6,765,297 and 11,838,035 shares of Common Stock, respectively, each at a conversion price of $0.30.

In addition, on June 4, 2010, Peru I provided a $4,400,000 bridge loan to the Issuer in exchange for the issuance to Peru I of a promissory note in the principal amount of $4,400,000 (the "June 2010 Promissory Note") and warrants (the “June 2010 Warrants”) to purchase 173,684,211 shares of Common Stock at an exercise price of $0.078 per share of Common Stock (the "June 2010 Exercise Price"). The terms of the June 2010 Promissory Note provide that, if the June 2010 Promissory Note is not paid on its maturity date, then the Issuer will grant to LLC1 additional warrants to purchase 1,157,894,737 shares of Common Stock at the June 2010 Exercise Price.

Item 5. Interest in Securities of the Issuer

ITEM 5 IS HEREBY AMENDED AND RESTATED AS FOLLOWS:

(a); (b) Peru II beneficially owns 153,696,959 shares of Common Stock, consisting of 153,696,959 shares of Common Stock of which it is the owner of record, representing approximately 24.2% of the outstanding Common Stock (assuming the conversion of all Senior Notes and the exercise of all warrants owned by Peru I). Peru II has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) such shares.

Peru I beneficially owns 399,489,506 shares of Common Stock, all of which are issuable upon conversion of the Senior Notes and the exercise of all warrants, representing in the aggregate approximately 62.8% of the outstanding Common Stock (assuming the conversion of all Senior Notes and the exercise of all warrants owned by Peru I). Peru I has the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) such shares.

Master Fund is the sole member of Peru I and Peru II and therefore may be deemed to have beneficial ownership of (and the power to vote and dispose of) the shares of Common Stock beneficially owned by Peru I and Peru II. Asset Management, as Master Fund's investment adviser, and Max Holmes, an individual, by virtue of his position as managing member and chief investment officer of Asset Management also may be deemed to beneficially own (and have the power to vote and dispose of) such shares. Asset Management and Max Holmes disclaim any beneficial ownership of the Common Stock beneficially owned by Master Fund, Peru I or Peru II.

(c) Except as set forth herein, none of the Reporting Persons has effected any transaction in the Common Stock during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 7. Material to Be Filed as Exhibits

ITEM 7 IS HEREBY AMENDED AND RESTATED AS FOLLOWS:

1.	Limited Power of Attorney is incorporated by reference to Exhibit 1 of the Initial Statement.

2.	Joint Filing Agreement, dated September 21, 2007, by and among Asset Management, Master Fund, Peru I, Peru II and Max Holmes is incorporated by reference to Exhibit 2 of the Initial Statement.

3.	Voting Agreement, dated September 12, 2007, by and among Master Fund, Peru I, Peru II, the Issuer and the stockholders listed therein is incorporated by reference to Exhibit 3 of the Initial Statement.

4.	Stockholders Agreement, dated September 12, 2007, by and among Peru I, Peru II, the Issuer and Luis Goyzueta is incorporated by reference to Exhibit 4 of the Initial Statement.

5.	Securities Purchase Agreement, dated September 12, 2007, by and among Peru I, Peru II and the Issuer is incorporated by reference to Exhibit 5 of the Initial Statement.

6.	$10,000,000 10%/12% Senior Convertible PIK Election Note issued to Peru I by the Issuer is incorporated by reference to Exhibit 6 of the Initial Statement.

7.	Stock Purchase Warrant issued to Peru II by the Issuer, dated September 12, 2007 is incorporated by reference to Exhibit 7 of the Initial Statement.

8.	Stock Purchase Warrant exercisable into 122,605 shares of Common Stock, issued to Peru II by the Issuer, dated January 24, 2008 is incorporated by reference to Exhibit 8 of Amendment No. 1 to the Initial Statement, dated January 31, 2008.

9.	Stock Purchase Warrant exercisable into 2,166,667 shares of Common Stock, issued to Peru II by the Issuer, dated January 24, 2008 is incorporated by reference to Exhibit 9 of Amendment No. 1 to the Initial Statement, dated January 31, 2008.

10.	Amended and Restated Stockholders Agreement, dated as of March 26, 2008, by and among the Issuer, Luis Goyzueta, Peru I and Peru II is incorporated by reference to Exhibit 10 of Amendment No. 2 to the Initial Statement, dated March 26, 2008.

11.	First Amendment to Securities Purchase Agreement, dated as of March 26, 2008, by and among the Issuer, Peru I and Peru II is incorporated by reference to Exhibit 11 of Amendment No. 2 to the Initial Statement, dated March 26, 2008.

12.	$5,000,000 10%/12% Senior Convertible PIK Election Note issued to Peru I by the Issuer is incorporated by reference to Exhibit 12 of Amendment No. 2 to the Initial Statement, dated March 26, 2008.

13.	First Amendment to Amended and Restated Bylaws of the Issuer, dated as of March 26, 2008 is incorporated by reference to Exhibit 13 of Amendment No. 2 to the Initial Statement, dated March 26, 2008.

14.	Agreement, dated as of March 13, 2008, by the Issuer and the Borrowers is incorporated by reference to Exhibit 14 of Amendment No. 2 to the Initial Statement, dated March 26, 2008.

15.	Warrant Exchange Agreement, dated as of August 5, 2008, by and between the Issuer and Peru II is incorporated by reference to Exhibit 15 of Amendment No. 3 to the Initial Statement, dated August 5, 2008.

16.	Second Amendment to Loan Documents, dated as of April 18, 2008, among the Issuer, the Borrowers, Master Fund and the other Credit Parties thereto is incorporated by reference to Exhibit 16 of Amendment No. 3 to the Initial Statement, dated August 5, 2008.

17.	Second Amendment to Securities Purchase Agreement, dated as of November 4, 2008, by and among the Issuer, Peru I and Peru II, is incorporated by reference to Exhibit 17 of Amendment No. 4 to the Initial Statement, dated November 4, 2008.

18.	Third Amendment to Loan Documents, dated as of November 4, 2008, among the Issuer, the Borrowers, Master Fund and the other Credit Parties thereto, is incorporated by reference to Exhibit 18 of Amendment No. 4 to the Initial Statement, dated November 4, 2008.

19.	Letter Agreement, dated as of December 4, 2008, among the Issuer, FDS Corporation S.A, Trimarine Corporation S.A. and Peru I is incorporated by reference to Exhibit 19 of Amendment No. 5 to the Initial Statement, dated December 4, 2008.

20.	$500,000 Promissory Note issued by the Issuer to Peru I, dated December 4, 2008, is incorporated by reference to Exhibit 20 of Amendment No. 5 to the Initial Statement, dated December 4, 2008.

21.	Stock Purchase Warrant exercisable into 3,333,333 shares of Common Stock, issued to Peru I by the Issuer, dated December 4, 2008, is incorporated by reference to Exhibit 21 of Amendment No. 5 to the Initial Statement, dated December 4, 2008.

22.	Third Amendment to Securities Purchase Agreement, dated as of March 10, 2009, by and among the Issuer, Peru I and Peru II, is incorporated by reference to Exhibit 22 of Amendment No. 6 to the Initial Statement, dated March 15, 2009.

23.	Fourth Amendment to Securities Purchase Agreement, dated as of March 27, 2009, by and among the Issuer, Peru I and Peru II, is incorporated by reference to Exhibit 23 of Amendment No. 7 to the Initial Statement, dated March 27, 2009.

24.	Stock Purchase Warrant exercisable into 13,333,333 shares of Common Stock, issued to Peru I by the Issuer, dated April 8, 2009, is incorporated by reference to Exhibit 24 of Amendment No. 8 to the Initial Statement, dated April 13, 2009.

25.	Fifth Amendment to Securities Purchase Agreement, dated as of July 16, 2009, by and among the Issuer, Peru I and Peru II, is incorporated by reference to Exhibit 25 of Amendment No. 9 to the Initial Statement, dated July 24, 2009.

26.	$4,400,000 Promissory Note issued by the Issuer to Peru I, dated June 4, 2010.

27.	Stock Purchase Warrant exercisable into 173,684,211 shares of Common Stock, issued to Peru I by the Issuer, dated June 4, 2010.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: June 11, 2010

	PLAINFIELD SPECIAL SITUATIONS MASTER FUND LIMITED

	By:	/s/ THOMAS X. FRITSCH
		Thomas X. Fritsch
		Authorized Individual

	PLAINFIELD PERU I LLC

	By:	/s/ THOMAS X. FRITSCH
		Thomas X. Fritsch, Managing Director,
		General Counsel and Secretary

	PLAINFIELD PERU II LLC

	By:	/s/ THOMAS X. FRITSCH
		Thomas X. Fritsch, Managing Director,
		General Counsel and Secretary

	PLAINFIELD ASSET MANAGEMENT LLC

	By:	/s/ THOMAS X. FRITSCH
		Thomas X. Fritsch
		Managing Director and General Counsel

	MAX HOLMES

	By:	/s/ THOMAS X. FRITSCH
		Thomas X. Fritsch
		Attorney-in-Fact*

* Duly authorized pursuant to Limited Power of Attorney, dated February 1, 2007, by and on behalf of Max Holmes, appointing Thomas X. Fritsch as his attorney-in-fact, incorporated by reference to Exhibit 1 of the Initial Statement.

EX-99.26 2 a10-56_ex9926.htm PROMISSORY NOTE a10-56_ex9926.htm

PROMISSORY NOTE

$4,400,000.00

June 4, 2010

FOR VALUE RECEIVED AND ACKNOWLEDGED, the undersigned, PURE BIOFUELS CORP., a corporation incorporated under the laws of the state of Nevada (“Payor”), hereby unconditionally promises to pay to the order of PLAINFIELD PERU I LLC, a Delaware limited liability company or its permitted assigns (“Payee”) with an address c/o Plainfield Asset Management LLC, 333 Ludlow Street, Stamford, CT 06902, in lawful money of the United States of America and in immediately available funds, the principal amount of FOUR MILLION FOUR HUNDRED THOUSAND DOLLARS ($4,400,000.00). Payor shall pay the entire principal amount of this Note together with accrued and unpaid interest on Septemb er 4, 2010 (the “Maturity Date”).

1. Interest. Interest on this Note will accrue from the date hereof at a rate of 15% per annum calculated on the basis of a 360-day year and actual days elapsed. Payor shall pay interest in cash monthly in arrears on the 1st of each month, commencing July 1, 2010.

2. Payments. All payments hereunder shall be made at the address of Payee set forth herein or at such other place as Payee may, from time to time, designate.

This Note may be prepaid, in whole or in part, at any time by Payor without premium or penalty.

3. Events of Default; Acceleration. If any one or more of the following events (each hereinafter referred to as an “Event of Default”) shall have occurred and be continuing and shall not have been cured or waived:

(a) if payment of the principal amount of or any other sums due under this Note (whether at the Maturity Date or by acceleration or otherwise) is not made when due;

(b) if default shall be made in the performance or observance of any covenant, agreement or provision to be performed or observed by Payor under this Note;

(c) if Payor or any of its subsidiaries shall (i) admit in writing its inability to, or generally becomes unable to, pay its debts as they become due; (ii) file a petition in bankruptcy or for reorganization or for the adoption of an arrangement under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, or an answer or other pleading admitting or failing to deny the material allegations of such a petition or seeking, consenting to or acquiescing in the relief therein provided; (iii) make a general assignment for the benefit of its creditors; (iv) consent to the appointment of a receiver, trustee, custodian or other similar official for all or any substantial part of its property or to the filing of a petition against it under said bankruptcy law; (v) be

adjudicated insolvent or bankrupt; (vi) have entered against it a court order appointing a receiver, trustee, custodian or other similar official for all or any substantial part of its property, or approving a filing in good faith of a petition filed against it under said bankruptcy law (in both cases without its consent); (vii) allow the assumption of custody or sequestration by a court of competent jurisdiction of all or any substantially part of its property; or (viii) permit an attachment to be made on any substantial part of its property or assets; or

(d) if any indebtedness (other than this Note) of Payor or any its subsidiaries shall be declared to be (or shall become) due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof, provided that it shall not be an Event of Default under this Section 3(d) unless the aggregate principal amount of all such indebtedness is at least $100,000;

then, and in each and every such case, Payee may declare the principal amount to be immediately due and payable and thereupon, if such Event of Default is not remedied or cured within (i) five (5) days with respect to an Event of Default under subsections (a) and (d) above, and (ii) thirty (30) days with respect to an Event of Default under subsection (b) above, in each case after notice thereof to Payor by Payee, such amounts shall become so due and payable without presentation, protest or further demand or notice of any kind, all of which are hereby expressly waived, and Payee shall be entitled to receive, to the extent lawful, reasonable attorneys’ fees for the collection of such amounts; provided t hat if an Event of Default under subsection (c) above shall occur with respect to Payor or any of its subsidiaries, this Note shall automatically become immediately due and payable without the giving of any such notice.

4. Special Provisions.

(a) Warrants to be Issued upon execution of this Promissory Note. Payor shall issue to Payee on the date hereof, duly authorized and validly issued seven-year cashless exercise warrants (the “Warrants”) to purchase 173,684,211 shares of the common stock, par value $.001 per share, of Payor (the “Common Stock”) at an exercise price of $0.076 per share of Common Stock. The Warrants shall be substantially in the form set forth in Exhibit A attached hereto and hereby made a part hereof.

(b) Warrants to be Issued Upon an Event of Default. If an Event of Default under Section 3(a) above occurs and is continuing, Payor shall issue to Payee on the date of such Event of Default, additional Warrants (the “Additional Warrants”) to purchase 1,157,894,737 shares of the Common Stock of Payor at an exercise price of $0.076 per share of Common Stock.

(c) Warrant Conversion. Payee may at its option exchange all or any Warrants or Additional Warrants at any time after the date hereof and during the Exercise Period (as defined in the form set forth in Exhibit A) for a number of shares of Common Stock equal to the number of shares that would have been issued upon the exercise of the Warrants or Additional Warrants pursuant to Sections 4(a) and (b), as applicable, divided by 1.2. In connection with the immediately preceding sentence, no fractions of shares of

Common Stock shall be issued, but the Payor shall, with respect to any fractional interest: (x) pay cash with respect to such fractional share based on the closing market price of the Common Stock on the date of such exchange; or (y) round up to the next whole share of Common Stock.

(d) Increase in Authorized Common Stock. Payor shall take all actions necessary to amend its Certificate of Incorporation to reflect an increase in its authorized Common Stock from 750,000,000 shares to 2,500,000,000 shares, including but not limited to, (i) obtaining the requisite shareholder consent approving the amendment to its Certificate of Incorporation and (ii) as soon as practicable but in no event later than June 16, 2010, filing with the Securities and Exchange Commission a preliminary information statement pursuant to Section 14(c) of the Securities Exchange Act of 1934, as amended.

5. Waivers. No course of dealing between Payor and Payee or any delay on the part of Payee in exercising any rights hereunder shall operate as a waiver of any rights of Payee, except to the extent expressly waived in writing by Payee. No delay or omission by Payee to exercise any right hereunder shall impair any such right or operate as a waiver thereof or of default hereunder nor shall any single or partial exercise thereof preclude any other or future exercise thereof or the exercise of any other right. The remedies provided herein are cumulative and are not exclusive of any remedies provided by law or in equity. Payor hereby waives, unless otherwise provided for in this Note, demand, notice of presentment, protest, notice of dis honor and protest, rights of extension and any defense by reason of extension of time or other indulgences granted by Payee.

6. Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this Note shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile. Notice otherwise sent as provide d herein shall be deemed given on the next business day following delivery of such notice to a reputable air courier service. Notices shall be delivered as follows:

If to Payor:

Pure Biofuels Corp.

Av. Canaval y Moreyra 380 of 402

San Isidro, Lima

Peru

Attention:

Carlos Alberto Pinto

Telephone:

+511-221-7365

Facsimile:

+511-221-7347

with a copy to:

Pure Biofuels Corp.

1250 Connecticut Avenue, Suite 200

Washington DC, 20036

Attention:

Brian Alperstein

Telephone:

202-261-3520

Facsimile:

202-261-3523

And to:

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, NY 10020-1104

Attn:

Daniel I. Goldberg, Esq.

Telephone:

212-335-4966

Facsimile:

212-884-8466

if to Payee:

to its most recent address as set forth in the books and records of Payor

with a copy to:

Plainfield Asset Management LLC

333 Ludlow Street

Stamford, CT 06902

Attention:

General Counsel

Telephone:

203-302-1700

Facsimile:

203-302-1779

And to:

White & Case LLP

1155 Avenue of the Americas

New York, New York 10036

Attention:

Thomas P. Higgins, Esq.

Telephone:

212-819-8813

Facsimile:

212-354-8113

7. Modifications. No modification or waiver of any of the provisions of this Note shall be effective unless in writing and signed by Payee, and then only to the extent set forth in said writing, nor shall any such modification or waiver be applicable except in the specific instance for which it is given.

8. Replacement of Note. Upon receipt by Payor of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Note or any Note exchanged for it, and (in the case of loss, theft or destruction) of indemnity satisfactory to it, and upon surrender and cancellation of such Note, if mutilated, Payor will make and deliver in lieu or such Note a new Note of like tenor and unpaid principal amount and dated as of the original date of this Note.

9. Further Assurances. Payor agrees to execute such further instruments and to take such further action as may be reasonably necessary to carry out the intent of this Note.

10. Assignment. This Note shall bind Payor and its successors and assigns, and shall inure to the benefit of Payee and its successors and assigns.

11. Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial. (a) THIS NOTE AND THE RIGHTS OF THE HOLDER AND THE OBLIGATIONS OF PAYOR HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS NOTE MAY BE BROUGHT IN ANY STATE OR FEDERAL COURT WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS NOTE, PAYOR HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. PAYOR HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER IT, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS NOTE BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER IT. PAYOR FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS SET FORTH IN SECTION 5, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. PAYOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCEEDING COMMENCED HEREUNDER THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE HOLDER OF THIS NOTE TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST PAYOR IN ANY OTHER JURISDICTION.

(b) PAYOR HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS NOTE BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) PAYOR HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS NOTE.

12. Miscellaneous. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, Payor has duly executed this Note on the day and year first above written.

	PURE BIOFUELS CORP.

	By:	/s/ Carlos Alberto Pinto
		Name: Carlos Alberto Pinto
		Title: CEO

EX-99.27 3 a10-56_ex9927.htm WARRANT a10-56_ex9927.htm

THE SECURITIES REPRESENTED BY THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM REGISTRATION THEREUNDER.

PURE BIOFUELS CORP.

STOCK PURCHASE WARRANT

Date of Issuance: June 4, 2010

Certificate No. E-2

FOR VALUE RECEIVED, Pure Biofuels Corp., a corporation organized and existing under the laws of the State of Nevada (the “Company”), hereby grants to Plainfield Peru I LLC or its registered assigns (the “Holder”) the right to purchase from the Company, 173,684,211 shares of the Company’s Common Stock (the “Warrant Shares”) at a price per share equal to the Exercise Price (as adjusted from time to time in accordance herewith). Certain capitalized terms used herein are defined in Sec tion 6 hereof. The amount and kind of securities obtainable pursuant to the rights granted hereunder and the purchase price for such securities are subject to adjustment pursuant to the provisions contained in this Warrant.

1. Exercise of Warrant.

1.1 Exercise Period. The Holder may exercise, in whole or in part the purchase rights represented by this Warrant at any time and from time to time the Date of Issuance and for seven years thereafter (the “Exercise Period”).

1.2 Exercise.

(a) The Warrant may be exercised in full by the Holder hereof by delivery of an original or facsimile copy of the form of subscription attached as Exhibit A hereto (the “Subscription Form”) duly executed by such Holder and surrender of the original Warrant to the Company at its principal office and upon payment of the Exercise Price by wire transfer or cashier’s check drawn on a United States bank or by means of a cashless exercise pursuant to Section 1.2 (c).

(b) This Warrant shall be deemed to have been exercised and such certificate or certificates representing the Warrant Shares to be issued in connection with such exercise shall be deemed to have been issued, and the Holder or any other person so designated to be named therein shall be deemed to have become the Holder of record of such Warrant Shares for all purposes, as of the date the Warrant has been exercised in accordance with the terms hereof, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing such Warrant Shares shall not then be physically delivered to the Holder. No deduction shall be made from the amount paid by the Holder for any commissions, discounts or other expenses incurred by the Company for any underwriting of the issue or otherwise in co nnection therewith.

(c) This Warrant may be exercised by means of a “cashless exercise” in which the Holder shall be entitled to receive a certificate for the number of Warrant Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A) = the Market Price on the date of such election;

(B) = the Exercise Price of the Warrants, as adjusted; and

(X) = the number of Warrant Shares issuable upon exercise of the Warrants in accordance with the terms of this Warrant.

(d) The Company shall pay all documentary stamp taxes attributable to the issuance of Warrant Shares underlying this Warrant upon the exercise as provided herein; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificate for Warrant Shares underlying this Warrant in a name other that of the Holder. The Holder is responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving shares of Common Stock underlying this Warrant upon exercise hereof.

1.3 Partial Exercise. The Warrant may be exercised in part (but not for a fractional share) by surrender of this Warrant in the manner and at the place provided in subsection 1.2 except that the amount payable by the Holder on such partial exercise shall be the amount obtained by multiplying (a) the number of whole Warrant Shares designated by the Holder in the Subscription Form by (b) the Exercise Price then in effect. On any such partial exercise, the Company, at its expense, will forthwith issue and deliver to or on the order of the Holder he reof a new Warrant of like tenor, in the name of the Holder hereof or as such Holder (upon payment by such Holder of any applicable transfer taxes) may request, the whole number of Warrant Shares for which such Warrant may still be exercised.

1.4 Delivery of Stock Certificates on Exercise. The Company agrees that the Warrant Shares purchased upon exercise of this Warrant shall be deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such shares as provided herein. The Company shall deliver the Warrant Shares within three (3) Trading Days after exercise of this Warrant (or, in the event that payment and the surrendered Warrant is received after 12:00 Noon, New York City time, within four (4) Trading Days). If the Holder fails to receive a certificate or certificates representing the Warrant Shares pursuant to this Section 1.4 within the time period required above, then the Holder will have the right to rescind such exercise.

2. Adjustment of Exercise Price and Number of Warrant Shares. The Exercise Price in effect and the number and kind of securities purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the happening of certain events as provided in this Section 2.

2.1 Dividends, Splits, Reclassifications Etc. (a) If after the Issue Date, the Company: (1) pays a dividend or makes a distribution on its Common Stock in shares of its Common Stock; (2) subdivides its outstanding shares of Common Stock into a greater number of shares; or (3)

combines its outstanding shares of Common Stock into a smaller number of shares; then the Exercise Price in effect immediately prior to such action shall be adjusted to the number obtained by multiplying the Exercise Price by a fraction, the numerator which shall be the number of shares of Common Stock outstanding immediately prior to such action, and the denominator of which shall be the number of shares of Common Stock outstanding immediately following such action.

(b) If the Company issues any shares of its Common Stock (or is deemed to have issued shares of Common Stock) at a price below the Exercise Price, the Exercise Price shall be adjusted as follows:

X	=	Number of shares of Common Stock (i) outstanding immediately prior to the issuance, and (ii) then issuable upon exercise of any of the Company’s outstanding securities including, options, warrants and the Notes
YA	=	Exercise Price immediately prior to the announcement of the issuance
ZB	=	Aggregate consideration received by the Corporation
Y	=	Number of shares of Common Stock issued (or deemed issued) in the new issuance
YAB	=	New Exercise Price

YAB	=	YA ( (X + ZB/YA ) / (X + Y) )

(c) If the Company issues any shares of its Common Stock (or is deemed to have issued shares of Common Stock) at a price below the Market Price, the Exercise Price shall be adjusted as follows:

X	=	Number of shares of Common Stock (i) outstanding immediately prior to the issuance, and (ii) then issuable upon exercise of any of the Company’s outstanding securities including, options, warrants and the Notes
YA	=	Exercise Price immediately prior to the announcement of the issuance
ZB	=	Aggregate consideration received by the Corporation
M	=	Market Price immediately prior to the announcement of the issuance
Y	=	Number of shares of Common Stock issued (or deemed issued) in the new issuance
YAB	=	New Exercise Price

YAB	=	YA ( (X + ZB/M ) / (X + Y) )

(d) If the Company makes any distribution payable in securities or assets of the Company (other than shares of Common Stock), then and in each such event provision shall be made so that the Holder of this Warrant shall receive upon exercise, in addition to the number of shares of Common Stock receivable hereupon, the amount of securities or assets of the Company which the Holder would have received had this Warrant been converted into Common Stock on

the date of such event and had the Holder thereafter, during the period from the date of such event to and including the date of exercise, retained such securities or assets receivable by them as aforesaid during such period, subject to all other adjustment called for during such period under this Section 2.

(e) The adjustment shall become effective immediately after the record date in the case of a dividend or distribution and immediately after the effective date in the case of a subdivision, combination or reclassification. If after an adjustment, a Holder of a share of this Warrant upon conversion of such Warrant may receive shares of two or more classes of Capital Stock of the Company, the Exercise Price will thereafter be subject to adjustment upon the occurrence of an action taken with respect to any such class of Capital Stock with respect to the Common Stock on terms comparable to those applicable to Common Stock described herein.

(f) Only one adjustment shall be made with respect to any event causing an adjustment. If an adjustment is required by Section 2.1(b) and (c) hereof, only the adjustment resulting in the greatest decrease in the Exercise Price shall be made.

(g) For purposes of Section 2.1(b) and (c):

(i) If the Company issues any options, warrants or other securities convertible into or exchangeable or exercisable for Common Stock (“Convertible Securities”), then the number of shares of Common Stock issuable upon the exercise, exchange or conversion of such Convertible Securities, shall be deemed to be the issuance of Common Stock;

(ii) The consideration receivable by the Company for Common Stock deemed issued pursuant to the preceding clause (i), shall be the total amount, if any, received by the Company as consideration for the issuance of such Convertible Securities, plus the aggregate amount of additional consideration payable to the Company upon the exercise, exchange or conversion of such Convertible Securities; and

(iii) Upon the expiration or termination of any Convertible Securities, the Conversion Price, to the extent in any way affected by or computed using such Convertible Securities, shall then be recomputed to reflect the issuance of only the number of shares of Common Stock (and Convertible Securities which remain in effect) that were actually issued upon the exercise, exchange or conversion of such Convertible Securities.

(h) No adjustment in the Exercise Price need be made unless the adjustment would require an increase or decrease of at least $0.01 in the Exercise Price. Any adjustments that are not made shall be carried forward and taken into account in any subsequent adjustment. All calculations relating to anti-dilution adjustments shall be made to the nearest cent.

(i) No adjustment need be made for rights to purchase Common Stock except upon the exercise thereof. In addition, no adjustment need be made for a change in the par value

or no par value of the Common Stock. No adjustment shall be made to the Exercise Price for the issuance of any Excluded Stock.

(j) If the Company is a party to a transaction involving a sale of substantially all of the assets of the Company or a merger or binding share exchange which reclassifies or changes its outstanding Common Stock, the person obligated to deliver securities, cash or other assets upon conversion of this Warrant will be required to assume the obligations of the Company with respect to this Warrant. In addition, if the Company in connection with any such transaction makes a distribution to all holders of its Common Stock of any of its assets, or debt securities or any rights, warrants or options to purchase securities of the Company, then, from and after the record date for determining the holders of Common Stock entitled to receive the distribution, a holder of a share of this Warrant that exercises this Warrant would, upon such conversion, be entitled to receive, in addition to the shares of Common Stock into which such Warrant is exercisable, the kind and amount of securities, cash or other assets comprising the distribution that such holder would have received if such holder had exercised the Warrant immediately prior to the record date for determining the holders of Common Stock entitled to receive the distribution.

(k) Whenever the Exercise Price is adjusted in accordance with this Section 2, the Company shall: (1) forthwith compute the Exercise Price in accordance with this Section 2 and prepare and transmit to the Transfer Agent a certificate form an Officer setting forth the Exercise Price, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and (2) as soon as practicable following the occurrence of an event that requires an adjustment to the Exercise Price pursuant to Section 2 (or if the Company is not aware of such occurrence, as soon as practicable after becoming so aware), provide a written notice to the holder of the Warrant of the occurrence of such event and a statement setting forth in reasonable detail the method by which the adjustment to the Exercise Price was determined and setting forth the adjusted Exercise Price.

(l) After an adjustment to the Exercise Price, any subsequent event requiring an adjustment will cause a subsequent adjustment to the Exercise Price as so adjusted.

(l) In connection with the exercise of this Warrant, no fractions of shares of Common Stock shall be issued, but the Company shall, with respect to any fractional interest: (i) pay cash with respect to the Market Price of such fractional share; or (ii) round up to the next whole share of Common Stock.

3. Right to Exchange Warrants. The Holder may at its option exchange all or any portion of this Warrant at any time after June 4, 2010 and on or prior to June 4, 2017 for a number of shares of Common Stock equal to the number of Warrant Shares that would have been issued upon the exercise of this Warrant or portion thereof pursuant to Section 1 hereof which is being exchanged divided by 1.2. In connection with the immediately preceding sentence, no fractions of shares of Common Stock shall be issued, but the Company shall, with respect to any fractional interest: (x) pay cash with respect to the Market Price of such fractional share; or (y) round up to the next whole share of Common Stock.

4. Certificate as to Adjustments. In each case of any adjustment or readjustment in the Warrant Shares issuable on the exercise of the Warrants, the Company will cause an Officer or other appropriate designee to compute such adjustment or readjustment in accordance with the terms of the Warrant and prepare a certificate setting forth such adjustment or readjustment and showing in detail the facts upon which such adjustment or readjustment is based, including the number of Warrant Shares to be received upon exercise of this Warrant, in effect immediately pri or to such adjustment or readjustment and as adjusted or readjusted as provided in this Warrant. The Company will mail a copy of each such certificate to the Holder of the Warrant and to the Transfer Agent.

5. Reservation of Stock, etc. Issuable on Exercise of Warrant. The Company will at all times reserve and keep available, solely for issuance and delivery on the exercise of the Warrants, a sufficient number of shares of Common Stock from time to time issuable on the exercise of the Warrant.

6. Definitions. As used herein, capitalized terms, in addition to the terms defined elsewhere herein and unless the context otherwise requires, have the following respective meanings:

(a) “Business Day” means any day except Saturday, Sunday and any day which shall be in New York, New York, a legal holiday or a day on which banking institutions are authorized or required by law or other government action to close.

(b) “Capital Stock” means (i) with respect to any Person that is a corporation, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock and (ii) with respect to any other Person, any and all partnership or other equity interests of such Person.

(c) “Commission” shall mean the United States Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

(d) “Common Stock” means (i) the Company’s common stock, $0.001 par value per share , and (ii) any other securities into which or for which any of the securities described in clause (i) may be converted or exchanged pursuant to a plan of recapitalization, reorganization, merger, sale of assets or otherwise.

(e) “Exercise Price” mean $0.076, as adjusted in accordance with Section 2 hereof.

(f) “Excluded Stock” means (i) shares of Common Stock issued upon conversion of the Notes; (ii) shares of Common Stock issued by the Company in transactions that are described in Section 2.1(a) hereof; (iii) any shares of Common Stock or warrants issued by the Company in connection with the Binding Letter of Intent (as defined in the Securities Purchase Agreement); (iv) all options, warrants, and any other type of securities and any securities to be issued upon exercise or conversion thereof issued by the Company and outstanding as of the date hereof; and (v) shares of Common Stock issued upon exercise of this Warrant.

(g) “Market Price” as of any date (the “Reference Date”) means the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed or quoted on the American Stock Exchange, the New York Stock Exchange, the NASDAQ Global Select Market, the NASDAQ Global Market or the NASDAQ Capital Market, whichever is at the time the principal trading exchange or market for the Common Stock (a “Principal Market”), the volume weighted a verage price of the Common Stock on the Principal Market on which the Common Stock is then listed or quoted for the 10 Trading Days immediately preceding the Reference Date; (b) if the Common Stock is not then listed or quoted on a Principal Market and if prices for the Common Stock are then quoted on the Over-The-Counter Bulletin Board, the volume weighted average price of the Common Stock on the Over-The-Counter Bulletin Board for the 10 Trading Days immediately preceding the Reference Date; (c) if the Common Stock is not then listed or quoted on the Over-The-Counter Bulletin Board and if prices for the Common Stock are then reported in the “Pink Sheets” published by Pink Sheets LLC (or a similar organization or agency succeeding to its functions of reporting prices), the average of the closing bid and ask price per share of the Common Stock so reported for the 10 Trading Days immediately preceding the Reference Date; or (d) in all other cases, the fair market value of a share of Common Stock a s determined by the Company’s Board of Directors acting reasonably and in good faith and evidenced by a resolution of such Board of Directors.

(h) “Notes” means the 10%/12% Senior Convertible PIK Election Notes due 2012 issued by the Company.

(i) “Officer” means the Chairman, any Vice Chairman, the Chief Executive Officer, the President, the Chief Operating Officer, any Vice President, the Chief Financial Officer, the Treasurer, or the Secretary of the Company.

(j) “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.

(k) “Securities Purchase Agreement” shall mean the agreement, dated September 12, 2007, among Plainfield Peru I LLC, Plainfield Peru II LLC and the Company, as amended by amendments dated as of March 26, 2008, as of November 4, 2008, as of March 10, 2009, as of March 27, 2009 and as of June 18, 2009.

(l) “Trading Day” means a day on which the Common Stock traded on the Company’s principal national securities exchange or quotation system or in the over-the-counter market and was not suspended from trading on any national securities exchange or quotation system or over-the-counter market at the close of business on such day.

(m) “Transfer Agent” means Pacific Stock Transfer Company.

7. Assignment; Exchange of Warrant. Subject to compliance with all applicable securities laws, this Warrant, and all rights hereunder are assignable or transferable upon the surrender for exchange of this Warrant with endorsement of the holder of this Warrant proposing to effect the assignment (a “Transferor”) in the form of Exhibit B attached hereto (the “Transferor Endorsement Form”) and together with an opinion of counsel reasonably satisfactory to the Company that the transfer of this Warrant will be in compliance with all applicable securities

laws. The Company at its expense, but with payment by the Transferor of any applicable transfer taxes, will issue and deliver to or on the order of the Transferor thereof a new Warrant or Warrants of like tenor, in the name of the Transferor and/or the transferee(s) specified in such Transferor Endorsement Form (each, a “Transferee”), calling in the aggregate on the face or faces thereof for the number of shares of Common Stock called for on the face or faces of the Warrant so surrendered by the Transferor. No such transfers shall result in a public distribution of the Warrant.

8. Replacement of Warrant. If this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall issue, in exchange and in substitution for and upon cancellation of the mutilated Warrant, or in lieu of and substitution for the Warrant lost, stolen or destroyed, a new Warrant of like tenor, but only upon receipt of evidence of such loss, theft or destruction of such Warrant and indemnity, if requested, satisfactory to the Company and the Transfer Agent.

9. No Shareholder Rights. This Warrant shall not entitle the Holder hereof to any voting rights or other rights as a stockholder of the Company.

10. Transfer on the Company’s Books. Until this Warrant is transferred on the books of the Company, the Company may treat the Holder hereof as the absolute owner hereof for all purposes, notwithstanding any notice to the contrary.

11. Representations and Covenants of Holder. The Holder represents and warrants that it is acquiring the Warrant and the Warrant Shares solely for its account for its own account and not with a view to or for sale or distribution of said Warrant or Warrant Shares or any part thereof. The Holder also represents that the entire legal and beneficial interests of the Warrant and Warrant Shares the Holder is acquiring are being acquired for, and will be held for, the Holder’s account only.

12. Notices. All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”) required or permitted to be given hereunder or which are given with respect to this Warrant shall be in writing and shall be personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram, telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified mos t recently by written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram, telex or facsimile. Notice otherwise sent as provided herein shall be deemed given on the next Business Day following delivery of such notice to a reputable air courier service. Notices shall be delivered as follows:

If to the Company:

Pure Biofuels Corp.

Av. Canaval y Moreyra 380 of 402

San Isidro, Lima

Peru

Attention:

Carlos Alberto Pinto

Telephone:

+511-616-9292

Facsimile:

+511-616 9293

with a copy to:

Pure Biofuels Corp.

1250 Connecticut Avenue, Suite 200

Washington DC, 20036

Attention:

Brian Alperstein

Telephone:

202-261-3520

Facsimile:

202-261 3523

And to:

DLA Piper LLP (US)

1251 Avenue of the Americas

New York, NY 10020-1104

Attn:

Daniel I. Goldberg, Esq.

Telephone:

212-335-4966

Facsimile:

212-884-8466

if to the Holder:

to its most recent address as set forth in the books and records of the Company

with a copy to:

Plainfield Asset Management LLC

333 Ludlow Street

Stamford, CT 06902

Attention:

General Counsel

Telephone:

203-302-1700

Facsimile:

203-302-1779

And to:

White & Case LLP

1155 Avenue of the Americas

New York, New York 10036

Attention:

Thomas P. Higgins, Esq.

Telephone:

212-819-8813

Facsimile:

212-354-8113

13. Headings Descriptive. The headings of the several sections and subsections of this Warrant are inserted for convenience only and shall not in any way affect the meaning or construction of any term of this Warrant.

14. Governing Law; Submission to Jurisdiction; Venue; Waiver of Jury Trial. (a) THIS WARRANT AND THE RIGHTS OF THE HOLDER AND THE OBLIGATIONS OF THE COMPANY HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS WARRANT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF NEW YORK, IN EACH CASE WHICH ARE LOCATED IN THE COUNTY OF NEW YORK AND, BY EXECUTION AND DELIVERY OF THIS WARRANT, THE COMPANY HEREBY IRREVOCABLY ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY,

GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS. THE COMPANY HEREBY FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT ANY SUCH COURTS LACK PERSONAL JURISDICTION OVER IT, AND AGREES NOT TO PLEAD OR CLAIM, IN ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS WARRANT BROUGHT IN ANY OF THE AFOREMENTIONED COURTS, THAT SUCH COURTS LACK PERSONAL JURISDICTION OVER IT. THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT ITS ADDRESS SET FORTH IN SECTION 12, SUCH SERVICE TO BECOME EFFECTIVE 30 DAYS AFTER SUCH MAILING. THE COMPANY HEREBY IRREVOCABLY WAIVES ANY OBJECTION TO SUCH SERVICE OF PROCESS AND FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY ACTION OR PROCE EDING COMMENCED HEREUNDER THAT SERVICE OF PROCESS WAS IN ANY WAY INVALID OR INEFFECTIVE. NOTHING HEREIN SHALL AFFECT THE RIGHT OF THE HOLDER OF THIS WARRANT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO COMMENCE LEGAL PROCEEDINGS OR OTHERWISE PROCEED AGAINST THE COMPANY IN ANY OTHER JURISDICTION.

(b) THE COMPANY HEREBY IRREVOCABLY WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS WARRANT BROUGHT IN THE COURTS REFERRED TO IN CLAUSE (a) ABOVE AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) THE COMPANY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS WARRANT.

15. Miscellaneous. This Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing by the Company and the Holder. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

* * * * * * *

IN WITNESS WHEREOF, the Company has executed this Warrant as of the date first written above.

	PURE BIOFUELS CORP.


	By: /s/ Carlos Alberto Pinto
	Name: Carlos Alberto Pinto
	Title: CEO

Signature Page to Warrant

Exhibit A

FORM OF SUBSCRIPTION

(to be signed only on exercise of Warrant)

TO: PURE BIOFUELS CORP.

(1) Payment. The undersigned, pursuant to the provisions set forth in the attached Warrant (No. ____), hereby irrevocably elects to purchase _________ shares of Common Stock of PURE BIOFUELS CORP. (the “Company”) covered by such Warrant. Payment shall take the form of (check applicable box):

[ ] in lawful money of the United States;

[ ] the cancellation of such number of Warrant Shares as is necessary, in accordance with the formula set forth in subsection 1.2(c), to exercise this Warrant with respect to the maximum number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 1.2(c);

[ ] the exchange of this Warrant or portion thereof for a number of shares of Common Stock equal to the number of Warrant Shares that would have been issued upon the exercise of the attached Warrant or portion thereof pursuant to Section 1 thereof which is being exchanged divided by 1.2 as set forth in Section 3 of the attached Warrant.

(2) The undersigned requests that the certificates for said shares of Common Stock be issued in the name of, and delivered to _______________________________________ whose address is ______________________________________________________________________________________________________________________________

____________________________________________________________________________________________________________________________________________

The undersigned represents and warrants that all offers and sales by the undersigned of the securities issuable upon exercise of the within Warrant shall be made pursuant to registration of the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”), or pursuant to an exemption from registration under the Securities Act.

Dated:_________________________




	(Signature must conform to name of holder as specified on the face of the warrant)

&# 160;




	(Address)

Exhibit B

FORM OF TRANSFEROR ENDORSEMENT

(To be signed only on transfer of Warrant)

For value received, the undersigned hereby sells, assigns, and transfers unto the person(s) named below under the heading “Transferees” the right represented by the within Warrant to purchase the percentage and number of shares of Common Stock of PURE BIOFUELS CORP. to which the within Warrant relates specified under the headings “Percentage Transferred” and “Number Transferred,” respectively, opposite the name(s) of such person(s) and appoints each such person Attorney to transfer its respective right on the books of PURE BIOFUELS CORP. with full power of substitution in the premises.

Transferees	Percentage Transferred	Number Transferred

Dated:____________, ______

		(Signature must conform to name of holder as specified on the face of the warrant)
Signed in the presence of:


(Name)


ACCEPTED AND AGREED: [TRANSFEREE]


	(address)




	(address)