RIO VISTA GP LLC
VOTING AGREEMENT
______________, 2004
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VOTING AGREEMENT
This
Voting Agreement (this "AGREEMENT") is entered into as of
____________, 2004, by and among Rio Vista GP
LLC, a Delaware limited liability
company (the "COMPANY"), Penn Octane Corporation, a Delaware
corporation and
member of the Company ("PENN OCTANE"), and
the members of the Company identified
on the signature page of this Agreement (collectively, the "MEMBERS"
and,
individually, each a "MEMBER"). The Company, Penn Octane and the
Members are
sometimes referred to herein, collectively,
as the "parties" and, individually,
as a "party" to this Agreement. Unless otherwise provided,
capitalized terms
used in this Agreement have the meanings
ascribed to them in Section 5 hereof.
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RECITALS
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WHEREAS,
immediately prior to the date hereof, Penn Octane was the owner
of
on hundred percent (100%) of the limited liability company
interests of the
Company (the "PENN OCTANE INTEREST").
WHEREAS,
pursuant to option agreements dated July 10, 2003,
Penn Octane
granted each Member the right (the "PURCHASE RIGHT") to
purchase twenty-five
percent (25%) of the Penn Octane Interest
at an exercise price equal to the pro
rata portion of the tax basis capital the
Partnership (as defined in Section 1.4
of this Agreement) after the distribution
of the common units of the Partnership
to the stockholders of Penn Octane.
WHEREAS,
the exercise of the Purchase Right is conditioned upon the
execution and delivery of this Agreement by each Member.
AGREEMENT
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NOW,
THEREFORE,
in consideration of
the mutual promises, representations,
warranties, covenants, and conditions set
forth in this Agreement, the Purchase
Right and for other good and valuable
consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties hereby agree as follows:
1. VOTING AGREEMENT.
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1.1 Voting by Member for Managers. From and after the date hereof
and
until the provisions of this Section 1
cease to be effective, at each meeting of
the members of the Company, or at any meeting
of the members of the Company at
which members of the Board of Managers of the
Company (the "BOARD") are to be
elected, or whenever members of the Board are to be
elected by the members of
the Company by written consent, each Member
agrees to vote or act with respect
to all of his, her or its limited liability
company interests in the Company and
shall take all other necessary or desirable
actions within such Member's control
whether in such capacity as a Member, manager of the
Company, officer of the
Company, or otherwise (including, without
limitation, attendance at meetings, in
person or by proxy, for purposes of
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obtaining a quorum and execution of written
consents), and the Company agrees to
take all necessary and desirable actions within its control, so as to:
1.1.1 fix the number of members of the Board
(the "MANAGERS"
and each, individually, a "MANAGER") at such number
designated
by Penn Octane; and
1.1.2 elect each and
every Manager designated by Penn Octane.
1.2 Removal and Substitution of Members of the
Board. Each Member
agrees
to vote or act with respect to all of
his, her or its limited liability company
interests in the Company for the removal of any member of
the Board upon the
request of Penn Octane and for the election to the Board of a substitute
nominated by Penn Octane in accordance with
the provisions of Section 1.1. Each
Member agrees that no Manager may be
removed from office without the approval of
Penn Octane. Each Member further agrees to vote or
act with respect to all of
his, her or its limited liability company interests in the Company
in such
manner as shall be necessary or appropriate to
ensure that any vacancy on the
Board occurring for any reason shall be filled only in accordance with
the
provisions of Section 1.1.
1.3 Voting by Member on All Other
Matters. From and
after the date hereof
and until the provisions of this Section 1 cease to be effective, at
each
meeting of the members of the Company, or
whenever members of the Company are to
take action by written consent, each Member
agrees to vote or act with respect
to all of his, her or its limited
liability company interests in the Company as
directed by Penn Octane and shall take all
other necessary or desirable actions
within such Member's control whether in such capacity as a Member,
Manager,
officer of the Company, or otherwise
(including, without limitation, attendance
at meetings, in person or by proxy, for purposes of obtaining a
quorum and
execution of written consents), and the
Company agrees to take all necessary and
desirable actions within its control, as directed by Penn Octane.
1.4 Exceptions. The provisions of Section 1.3 of this Agreement do
not
apply with respect to any matter involving
(a) the sale, transfer, assignment,
pledge, hypothecation or other disposal of all or any portion of (i) any
general partner interest (the "GENERAL PARTNER INTEREST")
in Rio Vista Energy
Partners L.P., a Delaware limited partnership
(the "PARTNERSHIP"), or (ii) any
Incentive Distribution Rights (as defined in the First Amended and
Restated
Agreement of Limited Partnership of Rio Vista Energy Partners L.P. (the
"PARTNERSHIP AGREEMENT")) or (b) the merger, consolidation or sale
of all or
substantially all of the assets of the Partnership, its
subsidiaries or the
Company.
2. NO REVOCATION. The voting agreements contained
herein are coupled with an
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interest and may not be revoked during the
term of this Agreement.
3. LEGEND. Each certificate evidencing
limited liability company interests in
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the Company and each certificate issued in
exchange for or upon the Transfer, as
defined in Section 5 below, of any limited liability
company interests of the
Company will be stamped or otherwise imprinted
with a legend in substantially
the following form:
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"THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
VOTING AGREEMENT
DATED AS OF
______________, 2004, ENTERED INTO
BY AND AMONG THE COMPANY, PENN OCTANE AND CERTAIN OF THE
COMPANY'S MEMBERS, AND
BY ACCEPTING THESE SECURITIES, THE PERSON
ACCEPTING SUCH
INTEREST SHALL BE DEEMED TO AGREE TO AND
SHALL
BECOME BOUND
BY ALL THE PROVISIONS OF SAID VOTING
AGREEMENT. A
COPY
OF SUCH VOTING
AGREEMENT WILL BE FURNISHED, WITHOUT CHARGE,
BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST."
The Company will imprint such legend on all
certificates representing limited
liability company interests outstanding prior to the date hereof.
4. TRANSFER. Prior to any Transfer of any limited
liability company interest
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in the Company or any i
