Conditional Acceptance of Settlement Offer and Release Sample Contracts

CONDITIONAL ACCEPTANCE OF SETTLEMENT OFFER AND RELEASE
Conditional 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”.

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