EXHIBIT 2.1 DISTRIBUTION AGREEMENT BY AND BETWEEN PENN OCTANE CORPORATIONDistribution Agreement • September 18th, 2003 • Rio Vista Energy Partners Lp • Texas
RIO VISTA GP LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • September 18th, 2003 • Rio Vista Energy Partners Lp • Delaware
BETWEENOmnibus Agreement • September 18th, 2003 • Rio Vista Energy Partners Lp
RECITALSContribution, Conveyance and Assumption Agreement • September 18th, 2003 • Rio Vista Energy Partners Lp • Texas
Option No. 1 July 10, 2003 FOR VALUE RECEIVED and pursuant to the terms of that certain letter agreement dated November 29, 2002, between Penn Octane Corporation, a Delaware corporation ("Penn Octane"), and Shore Capital LLC, the undersigned, Penn...Rio Vista Energy Partners Lp • September 18th, 2003 • Texas
Exhibit 10.6 RIO VISTA ENERGY PARTNERS L.P. UNIT OPTION AGREEMENT Void after July 10, 2006 Option No. ___ Date of Grant: July 10, 2003 FOR VALUE RECEIVED and pursuant to the terms of that certain letter agreement dated November 29, 2002, between Penn...Option Agreement • September 18th, 2003 • Rio Vista Energy Partners Lp
Option No. 2 July 10, 2003 FOR VALUE RECEIVED, the undersigned, PENN OCTANE CORPORATION, a Delaware corporation ("Penn Octane"), hereby certifies that Jerome B. Richter (the "Holder"), or assigns, is entitled, subject to the terms set forth below, to...Rio Vista Energy Partners Lp • September 18th, 2003 • Texas
