DISTRIBUTION AGREEMENT BY AND BETWEEN PENN OCTANE CORPORATIONDistribution Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
AGREEMENT ---------Voting Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON...Common Stock Purchase Warrant • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • California
RIO VISTA GP LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF SEPTEMBER 16, 2004Limited Liability Company Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Employment Agreement (this "Agreement") is entered into effective as -------- of the 13th day of May, 2003, between Richard Shore, Jr. ("Employee"), and Penn -------- Octane Corporation, a Delaware corporation (the "Company"), whose principal...Employment Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)
GUARANTY & AGREEMENT Guaranty and Agreement ("Guaranty") between the Guarantor named below and RZB FINANCE LLC (together with its successors and assigns, "RZB"), dated as of September 15, 2004. 1. SPECIAL TERMS The following terms and provisions shall...Guaranty Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIPLimited Partnership Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
BETWEENOmnibus Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)
ASSIGNMENT OF LEASE -------------------Assignment of Lease • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)
BETWEENPurchase Contract • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
September 15, 2004 Penn Octane Corporation 77-530 Enfield Lane Building D Palm Desert, CA 92211 Attention: Mr. Jerome Richter Gentlemen: 1. Reference is made to the line letter dated October 14, 1997, as amended, between you and us, providing for...Consent Letter • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)
Option No. 2 July 10, 2003 FOR VALUE RECEIVED, the undersigned, PENN OCTANE CORPORATION, a Delaware corporation ("Penn Octane"), hereby certifies that Jerome B. Richter (the "Holder"), or assigns, is entitled, subject to the terms set forth below, to...Unit Purchase Option • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
RECITALSContribution, Conveyance and Assumption Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
RIO VISTA ENERGY PARTNERS L.P. UNIT OPTION AGREEMENT Void after July 10, 2006 Option No. 1 Date of Grant: July 10, 2003 -Unit Option Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)
AMENDMENT NO. 1Omnibus Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)
September 15, 2004 Penn Octane Corporation 77-530 Enfield Lane Building D Palm Desert, CA 92211 Attention: Mr. Jerome Richter Gentlemen: RZB FINANCE LLC ("RZB") and Penn Octane Corporation (the "Borrower") are parties to a Line Letter dated October...Line Letter • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
OFLimited Partnership Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
