COMPLETE SETTLEMENT AND RELEASE AGREEMENT
COMPLETE
SETTLEMENT AND RELEASE AGREEMENT
This
Complete Settlement and Release Agreement (this “Agreement”), dated as of
January 18, 2008, is by and among ▇▇▇▇▇▇▇ Capital Partners, Ltd. and ▇▇▇▇▇▇▇
Capital Markets, LLC (together, “▇▇▇▇▇▇▇”) and Pure Biofuels Corp.
(“PBOF”).
WHEREAS,
on or
about April 18, 2007, an agreement was executed by and between ▇▇▇▇▇▇▇ and
PBOF
setting forth the terms for a fee to be paid to ▇▇▇▇▇▇▇ by PBOF in connection
with a financing transaction between PBOF and Cornell Capital Partners (the
“April 18 Agreement”);
WHEREAS,
▇▇▇▇▇▇▇
has claimed that PBOF is in default under the terms of the April 18 Agreement
and PBOF has denied that it is in default under the terms of the April 18
Agreement;
WHEREAS,
▇▇▇▇▇▇▇
and PBOF have agreed to resolve amicably, fully and finally, any and all
disputes between them related to the April 18 Agreement; and
WHEREAS,
▇▇▇▇▇▇▇
and PBOF desire to settle all claims arising under the April 18 Agreement
mutually releasing each other from any matter arising thereunder, except that
nothing in this Agreement shall relieve PBOF of its obligations under the April
18 Agreement or any other agreement between ▇▇▇▇▇▇▇ and PBOF with respect to
the
future closing of any financial transaction between PBOF and either Fusion
Capital Partners, LLC (“Fusion”) or ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, or any of their respective
affiliates, associates, successors or assigns.
NOW,
THEREFORE, IT IS HEREBY AGREED THAT:
1. Share
Payments.
On or
before January 25, 2008, PBOF agrees to deliver to ▇▇▇▇▇▇▇: (a) 75,000 shares
of
PBOF common stock in two stock certificates as follows: 30,000 shares of PBOF
common stock issued to “Condor Partners LLC” and 45,000 shares of PBOF common
stock issued to “▇▇▇▇▇▇▇ Capital Partners”; (b) $60,000 payable in shares of
PBOF common stock at an agreed fair market value of $.57 per share (or 105,263
shares, in the aggregate) issued to “▇▇▇▇▇▇▇ Capital Partners” (the “Shares
Underlying the Note”) and (c) 6,172 shares of PBOF common stock representing all
of the interest owed to ▇▇▇▇▇▇▇ on the Note (as defined in the April 18
Agreement) issued to “▇▇▇▇▇▇▇ Capital Partners” (the “Interest Shares”),
collectively, with shares referred to in clauses (a) and (b) above (the
“Settlement Shares”).
The
Settlement Shares are duly authorized and, upon issuance in accordance herewith,
shall be duly and validly issued, fully paid and non-assessable and free and
clear of all liens, claims, encumbrance and preemptive or other
rights.
2. Registration.
(a)
PBOF
acknowledges that it is preparing to file with the Securities and Exchange
Commission (“SEC”) a Registration Statement (the “Registration Statement”)
pursuant to Rule 415 promulgated by the SEC pursuant to the Securities Act
of
1933, as amended. PBOF agrees that the Registration Statement, when filed,
will
cover the resale of: (i) the Settlement Shares; (ii) the 200,000 shares of
PBOF
common stock issuable upon exercise of the warrant to purchase common stock
issued to ▇▇▇▇▇▇▇ as holder
on
April 19,
2007
and numbered Warrant No.: PBOF-1-2 (the “▇▇▇▇▇▇▇ Warrant”); (iii) the 100,000
shares of PBOF common stock issuable upon exercise of the warrant to purchase
common stock issued to Condor Partners LLC (“Condor”) as holder on April 19,
2007 and numbered Warrant No.: PBOF-1-3 (the “Condor Warrant”); (iv) the 91,837
shares of PBOF common stock issued to ▇▇▇▇▇▇▇ on April 25, 2007 under stock
certificate number 321; and (v) the 91,837 shares of PBOF common stock issued
to
Condor on April 25, 2007 under stock certificate number 320, collectively,
with
shares referred to in (i) through (iv) above (the “Registrable Shares”); and
(b)
PBOF
further acknowledges that the beginning of the SEC Rule 144 holding period
for
the (i) Shares Underlying the Note and (ii) the Interest Shares, as they are
each defined in paragraph 1 above, should tack back to April 2007; and
(c)
PBOF
further acknowledges that it will cooperate with ▇▇▇▇▇▇▇ and Condor to provide
SEC Rule 144 opinion of counsel letters to ▇▇▇▇▇▇▇ , Condor and the PBOF
transfer agent as may be necessary for the removal of the restrictive legend(s)
from the share certificates relating to any or all of the Registrable Shares
as
defined in paragraph 2(a) above.
3. Release.
Each of
▇▇▇▇▇▇▇, on the one hand, and PBOF, on the other hand, hereby releases and
forever discharges the other and their respective affiliates, officers,
directors, shareholders, members, successors and assigns (collectively,
“Affiliates”) from all claims, debts, liabilities, obligations, actions, causes
of action, suits, sums of money, accounts, reckonings, damages and demands
whatsoever (collectively “Claims”), in law or in equity, against the other party
and its respective Affiliates, that either party ever had, now has, or
hereinafter can, shall or may have, for, upon, or by reason of any matter,
cause
or thing whatsoever, from the beginning of the world to the date of this
Agreement, PROVIDED,
HOWEVER,
notwithstanding this release provision, nothing in this Agreement shall relieve
PBOF of its obligations under the April 18 Agreement or any other agreement
between ▇▇▇▇▇▇▇ and PBOF with respect to the future closing of any financial
transaction between PBOF and either Fusion or ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, or any of their
respective affiliates, associates, successors or assigns.
4. Notices.
Any
notices concerning or relating to this Agreement shall be made by regular mail
and Federal Express to the address of the parties set forth on the signature
page hereto.
5. Miscellaneous.
This
Agreement (a) shall be governed by, and construed in accordance with, the laws
of the State of New York applicable to contracts entered into and to be
performed wholly within said State, (b) constitutes the entire agreement of
the
parties hereto with respect to the subject matter hereof, superseding all prior
agreements, written or oral, (c) may not be amended, except in a writing signed
by both parties (d) may be executed in counterparts, (e) shall be enforceable,
notwithstanding the unenforceability of any particular provision hereof, with
respect to all other provisions hereof and (f) may not be assignable by any
party, except with the prior written consent of the other parties.
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IN
WITNESS WHEREOF, the parties hereto have caused this Complete Settlement and
Release Agreement to be executed by its duly authorized
representatives.
| PURE BIOFUELS CORP | ||
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By:
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/s/
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, |
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| Chief Executive Officer | ||
| ▇▇. ▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇ ▇▇▇ | ||
| ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ - ▇▇▇▇ | ||
| ▇▇▇▇▇▇▇ CAPITAL PARTNERS, LTD. | ||
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| By: |
/s/
▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇, |
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| Chief Executive Officer | ||
| ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ | ||
| ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||
| ▇▇▇▇▇▇▇ CAPITAL MARKETS, LLC | ||
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By:
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/s/
▇▇▇▇▇ ▇▇▇▇▇▇
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▇▇▇▇▇ ▇▇▇▇▇▇, |
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Member
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