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2 similar First Priority Equity Interest Pledge Agreement contracts by Rio Vista Energy Partners Lp

FIRST PRIORITY EQUITY INTEREST PLEDGE AGREEMENT
First Priority Equity Interest Pledge Agreement • November 19th, 2007 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations)

This First Priority Equity Interest Pledge Agreement (Contrato de Prenda sobre Partes Sociales en Primer Lugar y Grado) is entered into on this 12th day of September, 2007 (the “Agreement”), by and among Rio Vista Operating Partnership, L.P. (“RVOP”), Penn Octane International, LLC (“POI”) (RVOP and POI are collectively referred herein as “Pledgors”), and TransMontaigne Product Services, Inc. (“TPSI”) and TransMontaigne Partners L.P. (“TLP”) (TPSI and TLP are collectively referred herein as Pledgees”) with the acknowledgment of Penn Octane de Mexico, S. de R.L. de C.V. (“Issuer”), in accordance with the following Preliminary Statements, Representations and Clauses.

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FIRST PRIORITY EQUITY INTEREST PLEDGE AGREEMENT
First Priority Equity Interest Pledge Agreement • November 19th, 2007 • Rio Vista Energy Partners Lp • Wholesale-petroleum & petroleum products (no bulk stations)

This First Priority Equity Interest Pledge Agreement (Contrato de Prenda sobre Partes Sociales en Primer Lugar y Grado) is entered into on this 12th day of September, 2007 (the “Agreement”), by and among Rio Vista Operating Partnership, L.P. (“RVOP”), Penn Octane International, LLC (“POI”) (RVOP and POI are collectively referred herein as “Pledgors”), and TransMontaigne Product Services, Inc. (“TPSI”) and TransMontaigne Partners L.P. (“TLP”) (TPSI and TLP are collectively referred herein as Pledgees”) with the acknowledgment of Termatsal, S. de R.L. de C.V. (“Issuer”), in accordance with the following Preliminary Statements, Representations and Clauses.

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