PURCHASE AGREEMENT ------------------ THIS PURCHASE AGREEMENT made and entered into as of July 29, 1999 by and between Clint Norton (the "Purchaser") and Penn Octane Corporation, a Delaware corporation (the "Company"). WHEREAS, the Company wishes to...Purchase Agreement • November 10th, 1999 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
AGREEMENT ---------Voting Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
PLEDGE AGREEMENT ---------------- THIS PLEDGE AGREEMENT dated as of January, 2001, ("Pledge Agreement") is made by and between JEROME B. RICHTER, an adult individual ("Pledgor") who resides at and PMG CAPITAL CORP. ("Pledgee"), as collateral agent for...Pledge Agreement • February 12th, 2001 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Pennsylvania
RIO VISTA ENERGY PARTNERS L.P. UNIT OPTION AGREEMENT Void after July 10, 2006 Option No. 1 Date of Grant: July 10, 2003 -Option Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)
SETTLEMENT AGREEMENT BY AND BETWEEN CPSC INTERNATIONAL, INC., COWBOY PIPELINE SERVICE COMPANYSecurity Agreement • April 9th, 2001 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
RIO VISTA GP LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT DATED AS OF SEPTEMBER 16, 2004Limited Liability Company Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
TRD-DP-063/01 SETTLEMENT AGREEMENT -------------------- THIS SETTLEMENT AGREEMENT (this "Agreement"), dated as of March 1, 2002, by and between P.M.I. Trading Limited ("PMI") and Penn Octane Corporation ("POCC"). WHEREAS, POCC believes that is has...Settlement Agreement • June 13th, 2002 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
NEITHER THIS WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON...Penn Octane Corp • January 14th, 1998 • Wholesale-petroleum & petroleum products (no bulk stations) • New York
DTIR-02-0015 TRD-DP-032/02 AGREEMENTAgreement • June 13th, 2002 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE. NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK...Penn Octane Corp • December 18th, 1998 • Wholesale-petroleum & petroleum products (no bulk stations) • New York
CONTROL #: NEITHER THIS WARRANT NOR ANY OF THE RIGHTS OR OBLIGATIONS EVIDENCED HEREBY NOR ANY OF THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR...Penn Octane Corp • February 12th, 2001 • Wholesale-petroleum & petroleum products (no bulk stations) • New York
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is entered into as of the Closing Date (as defined herein) by and among Penn Octane Corporation, a Delaware corporation (the "Company"), and Van Moer Santerre &...Registration Rights Agreement • December 18th, 1998 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
CONTROL #: REGISTRATION RIGHTS AGREEMENT ----------------------------- This Registration Rights Agreement (the "RR Agreement") is made and entered into as of the day of , , by and between Penn Octane Corporation, a Delaware corporation (the...Registration Rights Agreement • February 12th, 2001 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
DISTRIBUTION AGREEMENT BY AND BETWEEN PENN OCTANE CORPORATIONDistribution Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
PROMISSORY NOTE ----------------Pledge and Security Agreement • December 13th, 2000 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
GUARANTY & AGREEMENT Guaranty and Agreement ("Guaranty") between the Guarantor named below and RZB FINANCE LLC (together with its successors and assigns, "RZB"), dated as of September 15, 2004. 1. SPECIAL TERMS The following terms and provisions shall...Guaranty & Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
CONTROL #__________ AMENDMENT AGREEMENT ------------------- THIS AMENDMENT AGREEMENT (the "Amendment") is entered into as of the 14th day of April, 2000, by and between Penn Octane Corporation, a Delaware corporation (the "Company", and the other...Amendment Agreement • February 12th, 2001 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)
This Employment Agreement (this "Agreement") is entered into effective as -------- of the 13th day of May, 2003, between Richard Shore, Jr. ("Employee"), and Penn -------- Octane Corporation, a Delaware corporation (the "Company"), whose principal...Employment Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)
RECITALS: ---------Purchase Agreement • February 12th, 2001 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is entered into as of the Closing Date (as defined herein) by and among Penn Octane Corporation, a Delaware corporation (the "Company"), and Southwest Concept Inc....Registration Rights Agreement • November 10th, 1999 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
COVENANTS ---------Penn Octane Corp • February 12th, 2001 • Wholesale-petroleum & petroleum products (no bulk stations) • Pennsylvania
OFPenn Octane Corp • November 10th, 2004 • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware
PENN OCTANE CORPORATION/EXXON COMPANY, U.S.A. SALE AGREEMENT PENN NO. ___/EXXON NO. PEB221 * The Sale Agreement set forth below hereby replaces the Sale Agreement which had an effective date of November 1, 1997, entered into by and between Exxon...Sale Agreement • December 18th, 1998 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
Exhibit 3 --------- PENN OCTANE CORPORATION REGISTRATION RIGHTS AGREEMENT _____________________________________________ REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is entered into as of the Closing Date (as...Registration Rights Agreement • January 14th, 1998 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
PROMISSORY NOTE ---------------Promissory Note • June 16th, 1997 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)
REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is entered into as of the Closing Date (as defined herein) by and among Penn Octane Corporation, a Delaware corporation (the "Company"), and Steve Payne ("Purchaser")....Registration Rights Agreement • November 10th, 1999 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
LOAN AGREEMENT THIS AGREEMENT is dated March 1, 1996, and is entered into by and between PENN OCTANE CORPORATION, a Delawar corporation (hereinafter called "Borrower"), whose address is 900 Veterans Blvd., Suite 510, Redwood City, California 94063,...Loan Agreement • November 13th, 1996 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • California
COMMERCIAL LEASE This lease, dated for reference purposes only this 28 day of May, 1998, is made between NINE-C CORPORATION (the "Landlord") and Penn Octane Corporation & J.B.Richter, an individual (the "Ten-ant"). 1. PREMISES. 1.01 Description....Commercial Lease • June 15th, 1998 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • California
payment, ownership or right of possession of any proposed disbursement, the Collateral Agent is authorized and directed to retain in its possession, without liability to anyone, all or any part of such proposed disbursement until such dispute shall...Collateral Agreement • December 18th, 1998 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • New York
June 5, 2002 RE: AMENDMENT - PROMISSORY NOTE ("NOTE") OF PENN OCTANE CORPORATION (THE "COMPANY") CURRENTLY HELD BY YOU WITH A DUE DATE OF JUNE 15, 2002 AND RELATED AGREEMENTS AND INSTRUMENTS Dear Holder Of The Promissory Notes: Reference is made to...Penn Octane Corp • June 13th, 2002 • Wholesale-petroleum & petroleum products (no bulk stations)
BETWEENOmnibus Agreement • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)
This EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into as of --------- November 17, 1997 (the "Effective Date"), by and between PENN OCTANE --------------- CORPORATION, a Delaware corporation (the "Company") or the "Employer") and Jerry...Employment Agreement • June 15th, 1998 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • California
BETWEENPurchase Contract • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas
ASSIGNMENT OF LEASE -------------------Assignment of Lease • November 10th, 2004 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations)
COMMERCIAL PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • January 14th, 1998 • Penn Octane Corp • Wholesale-petroleum & petroleum products (no bulk stations) • California
