Unassociated Document


    

      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:  December 4, 2008

              	
                Certificate
      No. B-1

              


      

       

      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, 3,333,333 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 Section 5
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
after December 4, 2008 to and including December 4, 2015 (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.

       

      (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 connection
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 hereof 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.

       

      
        
          
          

        

        
          - 2
-

          
            

          

        

        
          
          

        

      

       

      (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.

       

      
        
          
          

        

        
          - 3
-

          
            

          

        

        
          
          

        

      

       

      (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.

       

      
        
          
          

        

        
          - 4
-

          
            

          

        

        
          
          

        

      

       

      (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.

       

      (m) 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. 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 prior 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
-

          
            

          

        

        
          
          

        

      

       

      4. 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.

       

      5. 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
$0.30, 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 listed on
Schedule 4.7 of the Securities Purchase Agreement; 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 average 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 as determined by the Company’s Board of Directors acting reasonably
and in good faith and evidenced by a resolution of such Board of
Directors.

       

      
        
          
          

        

        
          - 6
-

          
            

          

        

        
          
          

        

      

       

      (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 and as of November 4, 2008.

       

      (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.

       

      6. 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.

       

      7. 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.

       

      
        
          
          

        

        
          - 7
-

          
            

          

        

        
          
          

        

      

       

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

       

      9. 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.

       

      10. 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.

       

      11. 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 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 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:

                                          	
                                            Luis
      Goyzueta

                                          
	 
      	
                                            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

                                          


                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

                


                
                  
                    
                    

                  

                  
                    - 8
-

                    
                      

                    

                  

                  
                    
                    

                  

                

                 

                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    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

                                                  
	 
      	
                                                    55
      Railroad Avenue

                                                  
	 
      	
                                                    Greenwich,
      CT 06830

                                                  
	 
      	
                                                    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

                                                  
	 
      	
                                                    Attn:

                                                  	
                                                    Thomas
      P. Higgins, Esq.

                                                  
	 
      	
                                                    Telephone:

                                                  	
                                                    212-819-8813

                                                  
	 
      	
                                                    Facsimile:

                                                  	
                                                    212-354-8113

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      12. 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.

       

      13. 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 NEVADA (WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES). ANY LEGAL
ACTION OR PROCEEDING WITH RESPECT TO THIS WARRANT MAY BE BROUGHT IN ANY STATE OR
FEDERAL COURT WITHIN THE COUNTY OF CLARK, STATE OF NEVADA 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 11,
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 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 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.

       

      
        
           

        

        
          - 9
-

          
            

          

        

        
           

        

      

       

      (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.

       

      14. 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.

       

      *  *  *  *  *  *  *

       

      
        
          
          

        

        
          - 10
-

          
            

          

        

        
          
          

        

      

      


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

       

      
        
          
            
              
                
                  
                    	 
      	
                            PURE
      BIOFUELS CORP.

                          	 
	 
      	 
      	 
      	 
	 
      	 
      	 
      	 
	 
      	
                            By:

                          	 
      	 
	 
      	
                            Name:

                          	 
      	 
	 
      	
                            Title:

                          	 
      	 


                  

                

              

            

          

        

      

       

      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 lawful money of the
United States.

       

      (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)

                                                  
	 	 
	 
      	 
      
	 	 
	 	 
	 
      	 
      
	 
      	 
      
	 
      	
                                                    (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)