[TRANSLATION]
TRANSFER OF SHARES AGREEMENT
THIS TRANSFER OF SHARES AGREEMENT IS ENTERED INTO ON NOVEMBER 4, 0000,
XXXXXXX XXXXX XXXXXXXXXXX XXXXXX (HEREINAFTER REFERRED TO AS "SELLER") AND PENN
OCTANE CORPORATION, REPRESENTED IN THIS ACT BY __________________ (HEREINAFTER
REFERRED TO AS "BUYER").
WHEREAS, SELLER is an individual of Mexican nationality who desires to
transfer to BUYER, 32 (Thirty Two) ordinary and nominative shares, with a face
value of $1,000.00 Pesos National Currency (One Thousand Pesos, National
Currency) each, representative of the Series "A" of the fixed capital of PENN
OCTANE DE MEXICO, S.A. DE C.V. (hereinafter referred to as "PENN OCTANE MEX"),
with respect to which, is the sole and legitimate owner;
WHEREAS, BUYER is a mercantile corporation organized under the laws of
United States of America and desires to buy the shares of PENN OCTANE MEX, of
which the SELLER is the owner;
WHEREAS, as shown in the records of PENN OCTANE MEX, the shares that are
transferred through this agreement are the property of the SELLER and have been
totally subscribed and paid.
BASED ON THE ABOVE RECITALS and in consideration of the mutual agreements
and promises of this agreement, the SELLER and the BUYER enter into this
agreement in accordance with the following:
CLAUSES
1. Transfer of Shares. Subject to the terms and conditions of this
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agreement, SELLER transfers to BUYER, 32 (Thirty Two) ordinary and nominative
shares, with a face value of $1,000.00 National Currency (One Thousand Pesos,
National Currency) each, representative of the Series "A" of the fixed capital
of PENN OCTANE MEX. Said transfer shall be recorded in the book of the
shareholders' registry of PENN OCTANE MEX, as well as give the corresponding
notices to the National Registry of Foreign Investments.
2. Authorization of the Transfers. The SELLER states that prior to the date
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of execution of this agreement, PENN OCTANE MEX held a Board of Directors
meeting wherein this transfer was authorized, in accordance with that set forth
in its bylaws.
3. Value of Transfer. In accordance with that set forth in the preceding
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clause 1 (one), in consideration of the transfer of the shares agreed and
documented in this agreement, the BUYER agrees to pay the SELLER for the shares
transferred, the amount of $32,000.00 National Currency (Thirty Two Thousand
Pesos National Currency), which represents the face value of such, certifying
that said price has been totally and fully paid by the BUYER to the SELLER, who
have received it and found to be satisfactory.
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4. Effective date of the Transfer. All rights and obligations derived from
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this Agreement and transfer of title to the shares subject matter of this
Agreement shall be effective as of the execution date of this Agreement.
Notwithstanding the above, this Agreement and its legal effects shall remain in
force until any of the following conditions are met:
a) That the Mexican Department of Commerce and Industrial Development,
Registry of Foreign Investment denies to PENN OCTANE MEX its ruling request
whereby it is confirmed that foreign investment may participate in its equity,
taking into account its main corporate purpose as to the transportation of LP
Gas by ducts;
b) That the Registry of Foreign Investment from the Department of
Commerce and Industrial Development denies, cancels or revokes registry of the
investment made by BUYER in connection with the shares of PENN OCTANE MEX, which
are the subject matter of this Agreement;
c) That after the execution of this Agreement BUYER, in its exclusive
discretion, resolves that transfer of the shares subject matter of this
Agreement is not convenient to BUYER as a result of any inconsistency in the
financial statements of PENN OCTANE MEX;
d) That following execution of this Agreement and after the legal audit
conducted to PENN OCTANE MEX is carried out BUYER, in its exclusive discretion,
resolves that transfer of the shares subject matter of this Agreement is not
convenient to BUYER as a result of any inconsistency in connection with the
operation and management of PENN OCTANE MEX.
If any of the above conditions is met all legal effects of this Agreement
shall be deemed null and void in which case BUYER and SELLER shall return any
consideration given in connection with this Agreement as if this Agreement had
not been executed.
SELLER and BUYER hereby agree that if after the legal audit conducted to
PENN OCTANE MEX is carried out it is discovered that the outstanding paid-in
capital and number of shares issued by PENN OCTANE MEX is higher than $50,000.00
National Currency (Fifty Thousand Pesos National Currency), represented by 50
shares, both parties shall cooperate and execute any further transfer of shares
transactions as necessary to keep the proportion of 75% of outstanding shares in
the name of PENN OCTANE CORPORATION and 25% of outstanding shares in the name of
XXXXX XXXXXXXXXXX XXXXXX.
In order to cancel this Agreement pursuant to the above, BUYER shall
endorse back to SELLER all share certificates and SELLER shall reimburse BUYER
the purchase price for the shares subject matter of this Agreement.
5. Representations and Warranties of SELLER. SELLER represents and warrants
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to BUYER that PENN OCTANE MEX is duly organized in accordance with the laws of
the Mexican Republic.
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6. Efficacy of the Transfer. This agreement will be considered effective
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and the transfer of the property of the shares of PENN OCTANE MEX shall be
perfected, once this agreement has been executed and the stock certificates have
been endorsed, subject to the conditions stated in Article 4 above
7. Continuity of Agreement. This agreement shall be binding for all the
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contracting parties, as well as their heirs, assigns, as well as any other third
party with respect to which there shall be transfers or the rights of the
transfers of same.
8. Originals. This agreement shall be simultaneously signed by two or more
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originals, considering in each case an original and executing an original in its
totality as one instrument.
In witness of the foregoing, the parties hereto execute this Agreement
effective this fourth of November 1999.
THE SELLER:
XXXXX XXXXXXXXXXX XXXXXX
______________________________
THE BUYER:
PENN OCTANE CORPORATION
By:__________________________________
Name: ______________________________
Its: ______________________________
WITNESS WITNESS
By:______________________________ By:______________________________
Name: __________________________ Name: __________________________
Address:_________________________ Address:_________________________
_________________________________ _________________________________
_________________________________ _________________________________
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