DRAFT 11/12/98] PURCHASE AGREEMENT ------------------ THIS PURCHASE AGREEMENT made and entered into as of November __, 1998, by and between Van Moer Santerre and Company, a Luxembourg company (the "Purchaser") and Penn Octane Corporation, a Delaware...Purchase Agreement • December 18th, 1998 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK 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...Penn Octane Corp • December 18th, 1998 • Wholesale-petroleum & petroleum products (no bulk stations) • New York
EXHIBIT 1 ---------- 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...Penn Octane Corp • December 18th, 1998 • Wholesale-petroleum & petroleum products (no bulk stations) • New York
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is entered into as of the Closing Date (as defined herein) by and among Penn Octane Corporation, a Delaware corporation (the "Company"), and Van Moer Santerre &...Registration Rights Agreement • December 18th, 1998 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is entered into as of the Closing Date (as defined herein) by and among Penn Octane Corporation, a Delaware corporation (the Company), and the person whose signature...Registration Rights Agreement • December 18th, 1998 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
PENN OCTANE CORPORATION/EXXON COMPANY, U.S.A. SALE AGREEMENT PENN NO. ___/EXXON NO. PEB221 * The Sale Agreement set forth below hereby replaces the Sale Agreement which had an effective date of November 1, 1997, entered into by and between Exxon...Sale Agreement • December 18th, 1998 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
payment, ownership or right of possession of any proposed disbursement, the Collateral Agent is authorized and directed to retain in its possession, without liability to anyone, all or any part of such proposed disbursement until such dispute shall...Collateral Agreement • December 18th, 1998 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
a) If at any time the Borrower shall determine to register any of its Common Stock under the Securities Act, whether in connection with a public offering by the Borrower, a public offering by shareholders, or both, including, without limitation, by...Registration Rights Agreement • December 18th, 1998 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
SECOND AMNDMENT --------------- OF THE ------ INTERIM OPERATING AGREEMENT --------------------------- This Second Amendment of the Interim Operating Agreement (this "Second Amendment") is made and entered into effective as of the __ day of December,...Interim Operating Agreement • December 18th, 1998 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • California
ASSIGNMENT OF JUDGMENT AGREEMENT This LITIGATION CLAIMS ASSIGNMENT AGREEMENT ("Assignment") is made as of December 1, 1998 by and between PENN OCTANE CORPORATION, a Delaware corporation (formerly known as "International Energy Development Corp.", and...Assignment of Judgment Agreement • December 18th, 1998 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)
WHEREAS, each of the Lenders has agreed to continue to lend the original principal amounts of its respective Loan subject to the terms and conditions of this Agreement, and to amend and restate its Original Note in consideration for which the Borrower...Rollover and Assignment Agreement • December 18th, 1998 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
