0001362310-07-003228 Sample Contracts

UNIT PURCHASE AGREEMENT BY AND AMONG RIO VISTA ENERGY PARTNERS L.P., RIO VISTA GP LLC AND THE PURCHASERS PARTY HERETO
Unit Purchase Agreement • December 4th, 2007 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • New York

UNIT PURCHASE AGREEMENT, dated effective as of November 29, 2007 (this “Agreement”), by and among Rio Vista Energy Partners L.P., a Delaware limited partnership (the “Partnership”), each of the Purchasers listed in Schedule 2.01 attached hereto (each referred to herein as a “Purchaser” and collectively, the “Purchasers”), and, solely for purposes of Section 8.14 of this Agreement, Rio Vista GP LLC, a Delaware limited liability company (the “General Partner”).

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REGISTRATION RIGHTS AGREEMENT BY AND AMONG RIO VISTA ENERGY PARTNERS L.P. AND THE PURCHASERS NAMED ON SCHEDULE A HERETO
Registration Rights Agreement • December 4th, 2007 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations) • New York

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 3, 2007, by and among Rio Vista Energy Partners L.P., a Delaware limited partnership (the “Partnership”), and each of the Purchasers set forth on Exhibit A to this Agreement (each, a “Purchaser” and collectively, the “Purchasers”).

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