RELEASEPurchase Agreement • November 23rd, 2010 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This RELEASE is made and entered into as of the 17th day of November, 2010 by Rio Vista Energy Partners, L.P., a Delaware limited partnership (“RVEP”), Rio Vista GP, LLC, a Delaware limited liability company and the general partner of RVEP (“RVGP”) and Central Energy, LP, a Delaware limited partnership (“Buyer”, and together with RVEP and RVGP, the “Releasors”), and the persons identified on Schedule I attached hereto (collectively, the “Releasees”).
FOURTH AMENDMENT TO SECURITIES PURCHASE AND SALE AGREEMENTSecurities Purchase and Sale Agreement • November 23rd, 2010 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations)
This FOURTH AMENDMENT TO SECURITIES PURCHASE AND SALE AGREEMENT (this “Fourth Amendment”) is entered into and effective as of this 17th day of November, 2010 (the “Effective Date”) by and among Central Energy, LP (“Buyer”), Rio Vista Energy Partners, L.P. (the “Company”) and Penn Octane Corporation (“Seller”). Buyer, the Company and Seller each a “Party” and collectively the “Parties”.
ContractTermination Agreement • November 23rd, 2010 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
TERMINATION AGREEMENT (this “Agreement”), dated as of November 17, 2010, among Penn Octane Corporation, a Delaware corporation (“POCC”), Rio Vista GP, LLC, a Delaware limited liability company (“RVGP”), Rio Vista Energy Partners, L.P. (“RVEP”) and Rio Vista Operating Partnership (“RVOP”). POCC, RVGP, RVEP and RVOP are collectively the “Parties”.
MUTUAL RELEASEMutual Release • November 23rd, 2010 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
This Mutual Release (the “Release”) is made and entered into as of this __ day of November, 2010, by and among Penn Octane Corporation (“POCC”), on the one hand, and Rio Vista Energy Partners, L.P. (“RVEP”) and Rio Vista GP, LLC, the general partner of RVEP (“RVGP” and together with RVEP, the “Rio Vista Parties”), on the other hand.
CONDITIONAL ACCEPTANCE OF SETTLEMENT OFFER AND RELEASEConditional Acceptance of Settlement Offer and Release • November 23rd, 2010 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • California
This CONDITIONAL ACCEPTANCE OF SETTLEMENT OFFER AND RELEASE (hereinafter referred to as this “Release”) is entered into effective as of November 17, 2010, by and between among each of Ian T. Bothwell (“Bothwell”), Bruce I. Raben, Ricardo Rodriguez, Murray J. Feiwell, Nicholas J. Singer and Douglas L. Manner (each, an “RVEP Insider” and collectively, the “RVEP Insiders”), on the one hand, and Rio Vista Energy Partners, L.P., a Delaware partnership (collectively with its subsidiaries, the “Company”), on the other hand. The RVEP Insiders and the Company are also collectively referred to herein as the “Parties”.
