Rio Vista GP LLC Indemnification AgreementIndemnification Agreement • April 17th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This Indemnification Agreement (this “Agreement”) is executed on March ___, 2007, with an effective date of January 1, 2007 (the “Effective Date”), by and between Rio Vista GP LLC, a Delaware limited liability company (the “Company”), and , an individual residing in the State of (“Indemnitee”).
ContractConsulting Agreement • April 17th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
THIS 2007 CONSULTING AGREEMENT (this “Agreement”) is entered into on this 5th day of March 2007, with an effective date of November 15, 2006 (the “Effective Date”) by and between Penn Octane Corporation, a Delaware corporation (“Penn Octane”) and Rio Vista Energy Partners L.P., a Delaware limited partnership (“Rio Vista”) (Penn Octane and Rio Vista collectively, the “Company”) and JBR Capital Resources, Inc., a Nevada Corporation (“Consultant”), as follows:
ContractUnit Purchase Option • April 17th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • California
THIS OPTION AND THE LIMITED LIABILITY COMPANY UNITS PURCHASABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAWS. NEITHER THIS OPTION NOR SUCH UNITS MAY BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
Penn Octane Corporation Rio Vista Energy Partners L.P. 820 Gessner Road, Suite 1285 Houston, Texas 77024Consulting Agreement • April 17th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)
Penn Octane Corporation, Rio Vista Energy Partners L.P. and JBR Capital Resources, Inc. are entering into a 2007 Consulting Agreement dated March 5, 2007, with an effective date of November 15, 2006 (the “Consulting Agreement”). Capitalized terms used, and not otherwise defined, herein shall have the meaning set forth in the Consulting Agreement. Notwithstanding any contrary provision of the Consulting Agreement, and as a condition of the Company’s execution and delivery of the Consulting Agreement, the Company shall, in lieu of cash payment pursuant to Section 2.1 of the Consulting Agreement, apply fifty percent (50%) of the amount of any Fees due and payable to Consultant by the Company against any amounts owed (whether or not then due or payable) by Consultant or its affiliates to the Company, including without limitation, any amounts owed by Jerome B. Richter to Penn Octane pursuant to his promissory note dated April 11, 2000, as such note may be amended from time to time.
Rio Vista GP LLC Manager Services AgreementManager Services Agreement • April 17th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This MANAGER SERVICES AGREEMENT (this “Agreement”) is entered into on March ___, 2007, with an effective date of January 1, 2007 (the “Effective Date”), by and between Rio Vista GP LLC, a Delaware limited liability company (the “Company”), and an individual residing in the State of (“Manager”). The Company and Manager are each a “party” and together are the “parties” to this Agreement.
Rio Vista Energy Partners L.P.Nonqualified Unit Option Agreement • April 17th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
NEITHER THIS OPTION NOR THE UNITS ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS OPTION NOR THE COMMON UNITS ISSUABLE UPON EXERCISE HEREOF MAY BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF REGISTRATION OR QUALIFICATION OR AN EXEMPTION THEREFROM UNDER APPLICABLE LAW.
Rio Vista GP LLC Chairman Services AgreementChairman Services Agreement • April 17th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This CHAIRMAN SERVICES AGREEMENT (this “Agreement”) is entered into on March ___, 2007, with an effective date of January 1, 2007 (the “Effective Date”), by and between Rio Vista GP LLC, a Delaware limited liability company (the “Company”), and an individual residing in the State of (“Chairman”). The Company and Chairman are each a “party” and together are the “parties” to this Agreement.
Penn Octane Corporation Director Services AgreementDirector Services Agreement • April 17th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This DIRECTOR SERVICES AGREEMENT (this “Agreement”) is entered into on March ___, 2007, with an effective date of January 1, 2007 (the “Effective Date”), by and between Penn Octane Corporation, a Delaware corporation (the “Company”), and ___an individual residing in the State of ___(“Director”). The Company and Director are each a “party” and together are the “parties” to this Agreement.
COMMON STOCK PURCHASE WARRANT Under the 2001 Warrant PlanCommon Stock Purchase Warrant • April 17th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • California
This is to Certify That ___(herein referred to as the “Holder”) is entitled to purchase, subject to the provisions hereof, from PENN OCTANE CORPORATION, a Delaware corporation (the “Company”), but not later than 5:00 p.m., California time, on ___, 20___(or, if such date is not a Business Day in Palm Desert, California, then on the next succeeding day which shall be a Business Day), ___shares of Common Stock, $0.01 par value, of the Company (the “Common Stock”) at an exercise price of $ per share, subject to adjustment as to number of shares and purchase price as set forth in Section 6 below. The exercise price of a share of Common Stock in effect at any time and as adjusted from time to time is hereinafter sometimes referred to as the “Exercise Price”. For purposes of this Warrant, a “Business Day” shall mean any day other than a Saturday, a Sunday or a day on which banking institutions in New York, New York, or in Palm Desert, California, are authorized by law or regulation to close.
Penn Octane Corporation Chairman Services AgreementChairman Services Agreement • April 17th, 2007 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
This CHAIRMAN SERVICES AGREEMENT (this “Agreement”) is entered into on March , 2007, with an effective date of January 1, 2007 (the “Effective Date”), by and between Penn Octane Corporation, a Delaware corporation (the “Company”), and an individual residing in the State of (“Chairman”). The Company and Chairman are each a “party” and together are the “parties” to this Agreement.
