Unassociated Document


    CONDITIONAL ACCEPTANCE OF
SETTLEMENT OFFER AND RELEASE

    


    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”.

    


    RECITALS

    


    A.          The
Company owes the RVEP Insiders approximately $450,000 in aggregate (together
with any other amounts, known or unknown, that may be owing to the RVEP Insiders
(other than unpaid salary and related benefits owing to Bothwell for the period
commencing January 1, 2010 through the date of this Agreement) by the Company,
the “Gross Insiders Amount”) in unpaid salaries, bonuses and other fees in
respect of services provided by the RVEP Insiders to and on behalf of the
Company (the “Services”).

    


    B.           The
Company has also made past commitments to issue or grant certain warrants to
acquire Company securities to the Insiders (collectively, the “Insider
Warrants”), none of which had been issued as of the date hereof.

    


    C.           In
connection with and as a condition to the closing of the transactions
contemplated by that certain Securities Purchase and Sale Agreement by and
between Central Energy, LLC (the “Purchaser”), the Company and Penn Octane
Corporation dated as of May 25, 2010 (as amended, the “SPA”), the Company has
made an offer of settlement of the Gross Insiders Amount, which offer consists
of payment of $359,000  (the “Settlement Amount”) together with
interest thereon, on or before the date which is nine months following the
Closing Date (as defined in the SPA) (the “Outside Date”).

    


    D.          The
Company has conditioned its settlement offer on, inter alia, the surrender by
the RVEP Insiders of any and all rights they may have, individually and
collectively, to any Insider Warrants.

    


    E.           In
connection with the closing of the SPA, the Company will be issued a promissory
note in the principal amount of One Million Dollars and No Cents ($1,000,000.00)
by the Purchaser (the “Purchaser Note”), which Purchaser Note shall bear
interest at 7.5% per annum and shall be payable on or prior to the Outside Date,
pursuant to which the Purchaser is obligated to pay the first monies payable
under the Purchaser Note (up to the Settlement Amount plus Interest) directly to
the Insiders Account (as defined below).

    


    Subject
to the conditions precedent and terms set forth in this Release, the Parties
have agreed to settle and compromise all of the claims between them, including
as it relates to payment of the Gross Insiders Amount.


    
      
         


      

      
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    SETTLEMENT

    


    In consideration of the compromise of
any and all respective claims and contentions, and the promises,
representations, and warranties contained in this Release, the parties agree as
follows:

    


    1.           Settlement Amount; Surrender
of Rights to Insider Warrants.  The Insiders agree to accept
payment of the Settlement Amount plus interest thereon at the rate of 7.5% per
annum from and after the Closing Date (“Interest”) as payment in full for the
Gross Insiders Amount, which amount reflects a substantial discount of the
actual amount owed, subject to full payment of the Settlement Amount (together
with interest thereon) on or prior to the Outside Date and according to the
other terms set forth below.  Each RVEP Insider further agrees not to
pursue enforced collection for the Settlement Amount prior to the Outside Date,
except as may be otherwise expressly set forth below.  Each RVEP
Insider hereby irrevocably surrenders any right he may have to any Insider
Warrants and agrees that any such rights are forever forfeited with respect
thereto from and after the date of this Release.

    


    2.           Payment Terms and
Schedule.

    


    (a)     
    The Company shall make payment of the Settlement Amount
(or cause such payment to be made) together with Interest thereon to the
Insiders, pro rata based on the percentages set forth on Schedule 1 to this
Release, on or prior to the Outside Date, by certified check or wire transfer to
the escrow account set forth on Schedule 1 or such other account(s) as may be
directed in writing by Bothwell (as the Insiders Representative) or by RVEP
Insiders holding a majority of the ProRata Percentages in aggregate (the
“Insiders Account”).

    


    (b)         If
the Company fails to make or cause to be made payment to the Insiders of the
Settlement Amount plus accrued and unpaid Interest thereon on or prior to the
Outside Date, the release by the Insiders set forth in Section 3 of this Release
shall be null and void, and the Insiders shall retain the right to be paid the
Settlement Amount plus interest thereon from the Closing Date at the rate of
7.5% per annum.

    


    (c)         Upon
default by the Company for failure to make payment of the Settlement Amount plus
accrued and unpaid Interest thereon on or prior to the Outside Date, the
Insiders shall have the option to exercise any and all applicable remedies for
recovery of the Settlement Amount, including but not limited to the referral of
the issue to a debt collection agency, and/or the filing of a lawsuit for
collection of such amount.

    


    (d)         The
Company agrees, for so long as any of the Settlement Amount plus Interest
remains unpaid, to cause any monies it receives under the Purchaser Note to be
promptly paid to the Insider Escrow Account until all such amounts are fully
paid.

    


    3.           Insiders’
Release.  The following release by the Insiders shall be valid
only in the event the entire Settlement Amount plus Interest is paid by the
Company to the Insiders in full on or prior to the Outside
Date:


    
      
         


      

      
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    (a)         Subject
to timely payment of the full Settlement Amount plus Interest thereon, each
Insider hereby releases and forever discharges the Company and Rio Vista GP,
LLC, as well as their respective officers, directors, employees, owners, agents,
attorneys and assigns (hereinafter referred to as “Company Released Parties” and
the “RVGP Released Parties” respectively) from any and all claims, rights,
demands, liabilities, actions or causes of action, obligations, and damages of
any kind, name, nature or description, either at law or in equity, whether known
or unknown, that in any manner may have arisen from the beginning of time
through the Closing Date, including without limitation, any claim any Insiders
may have to any Insider Warrants.

    


    (b)         The
preceding release extends to and includes any and all claims, liabilities,
injuries, damages, and causes of action against the Company Released Parties and
the RVGP Released Parties, that any Insider does not presently anticipate, know,
or suspect to exist, but that may develop, accrue, or be discovered in the
future.

    


    EACH
INSIDER EXPRESSLY WAIVES ALL RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542 AND
ANY SIMILAR APPLICABLE STATE OR FEDERAL STATUTE, WHICH PROVIDES: “A general
release does not extend to claims which the creditor does not know or suspect to
exist in his favor at the time of executing the release, which if known by him
must have materially affected his settlement with the debtor.”

    


    (c)         Each
Insider represents and warrants that it has considered the possibility that
claims, liabilities, injuries, damages and causes of action against the Company
Released Parties that it does not presently know or suspect to exist in its
favor may develop, accrue, or be discovered in the future, and that it
voluntarily assumes that risk as part of the consideration for this
Release.

    


    (d)         Nothing
in the releases set forth herein will affect any Insider’s right to receive the
benefits set forth in this Release, or affect an Insider’s right to make claim
for his pro rata percentage (as set forth in Schedule 1) of the Settlement
Amount in the event of a breach or default by the Company of this
Release.

    


    (e)         This
Release does not apply to any obligation owed to an Insider by any entity other
than the Company, including, but not limited to Penn Octane
Corporation.

    


    4.           No Assignment of
Claims.      All parties hereto represent
and warrant that each of them has not assigned, transferred or negotiated, or
purported to assign, transfer or negotiate, to or with any person, firm,
corporation or other legal entity any claim, right, demands, liability, action,
obligation, cost, expense, or cause of action herein released.  Each
Party further hereby warrants and represents that there is no other person or
entity from whom a release or waiver should be obtained for any of the claims,
rights, demands, liabilities, actions or causes of action hereby released or
settled.

    


    Notwithstanding the foregoing, each
Insider shall have the right and option to assign its claim for payment of the
Settlement Amount and Interest thereon in the event the Company fails to timely
make payment of the Settlement Amount and Interest thereon upon the terms and
conditions set forth in Section 2 above.


    
      
         


      

      
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    5.           Binding
Agreement.      All Parties hereto
expressly acknowledge that this Release shall be binding on any predecessors,
representatives, successors, heirs, assigns or issue of the parties
hereto.

    


    6.           Cooperation.      The
parties hereto hereby agree to fully cooperate and take any and all necessary
steps to carry out the intent of this Release.

    


    7.           Injunctive
Relief.      This Release may be pleaded by
any party as a full and complete defense to any claim covered by the Release as
set forth herein and each party hereby consents that it may be used as a basis
for entry of a temporary, preliminary, and/or permanent injunction against, any
action, suit or other proceeding based on any claim or claims released by this
Release.

    


    8.           Choice of
Law.      This Release is entered into in
accordance with, and shall be governed by, the laws of the State of California;
provided, however, that in the event any law or laws of the State of California
shall require or otherwise dictate that the laws of any other state or
jurisdiction be applied in any proceeding, such California law or laws shall be
superseded by this paragraph and the remaining laws of the State of California
shall be applied in such proceeding.  Where the context requires, the
masculine, feminine, and neuter genders shall be construed to include each
other, as shall the singular and the plural and the past, present, and future
tenses.  Any action brought to enforce the terms of this Release may
be brought in the San Francisco County Superior Court.  The Company
irrevocably waives any right to challenge personal jurisdiction or the
appropriateness of venue.

    


    9.           Severability.      In
the event that any portion of this Release is adjudged by a court of competent
jurisdiction to be unenforceable, it is the express intent of the parties that
the remainder of this Release shall remain in full force and
effect.

    


    10.         Representation by
Counsel.      Each party represents and
warrants that they have, or had, the opportunity to employ attorneys to
represent them with respect to the Release and all matters covered hereby, and
that they have been fully advised with respect to their respective rights and
responsibilities in connection with the execution of this Release to the extent
they view appropriate.  This Release was drafted jointly by or on
behalf of the parties, and shall not be interpreted against any party on the
basis that the party or the party’s attorney drafted any of the
provisions.

    


    11.         Entire
Agreement.      This Release supersedes any
and all other agreements, or releases either oral or in writing, among the
parties with respect to the subject matter hereof, and contains the entire
agreement among the parties relating to such subject matter.  Each
party represents and warrants that no promise or inducement to enter into this
Release has been made to him that is not set forth in this
Release.  This Release may not be orally superseded, modified or
amended except by an instrument in writing executed by the parties
hereto.


    
      
         


      

      
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    12.         Further
Assurances.      Each party agrees that it
will execute, or cause to be executed, such further documents as may be needed
to carry out the expressed intents and purposes of this Release.

    


    13.         Attorney Fees and
Costs.      If any legal action is
commenced to interpret, enforce, or recover damages for the breach of any term
of this Release, or in the collection of the Settlement Amount or Interest
thereon, the prevailing party shall be entitled to recover reasonable attorney
fees incurred in connection with that action, in addition to costs of
suit.

    


    14.         No Admission of
Liability.      It is expressly understood,
acknowledged and agreed to that, by reason of entering into this Release, none
of the parties admit, expressly or impliedly, any fact or liability of any type
or nature with respect to any matter, whether or not referred to herein, and
that this Release is entered into solely by way of compromise and settlement
only.

    


    15.         Counterparts.  This
Release may be executed in two or more counterparts, each of which shall be
deemed to be an original, and all counterparts shall together constitute the
Release. This Release may be executed by facsimile signature, and such
signatures shall be treated as a fully enforceable signature hereto upon receipt
by facsimile or mail by the other party.

    


    16.         Authority.  Each
undersigned person signing this Release hereby represents and warrants that they
are duly authorized to execute this Release on behalf of the entity named and
said Release will be fully binding on each of the respective parties in
accordance with its terms.

    


    REMAINDER
OF PAGE DELIBERATELY LEFT BLANK


    
      
         


      

      
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    IN WITNESS WHEREOF, the parties have
caused this Release to be executed effective as of the day and year stated
below.

    


    
      Date:
November 17, 2010

    

    


    
      RIO VISTA
ENERGY PARTNERS L.P.

    

    


    
      
        	
                Date: 11/17/10

              	
                By:  

              	
                /s/ Ian T. Bothwell

              
	 
      	
                Name:  Ian T. Bothwell

              
	 
      	
                Title:  President and CEO

              


      

    

    


    INSIDERS

    


    
      
        	
                /s/ Ian T. Bothwell

              
	
                Ian
      T. Bothwell

              
	 
      
	
                /s/ Bruce I. Raben

              
	
                Bruce
      I. Raben

              
	 
      
	
                /s/ Ricardo Rodriguez

              
	
                Ricardo
      Rodriguez

              
	 
      
	
                /s/ Murray J. Feiwell

              
	
                Murray
      J. Feiwell

              
	 
      
	
                /s/ Nicholas J. Singer

              
	
                Nicholas
      J. Singer

              
	 
      
	
                /s/ Douglas L. Manner

              
	
                Douglas
      L. Manner

              


      

    


    
      
         


      

      
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