Exhibit 10.20
CONSENT TO TRANSFER OF UNITS,
ACKNOWLEDGMENT OF REPRESENTATION,
AND WAIVER OF CONFLICTS
February 6, 2007
The
undersigned parties acknowledge that Penn Octane Corporation, a
Delaware corporation (the “Buyer”), proposes to acquire
an option (the “Option”) to purchase 25,000 units of
membership interest (the “Units”) of Rio Vista GP
LLC, a Delaware limited liability company (“RVGP”) held
by Shore Trading LLC, a Nevada limited liability company (the
“Seller”). Pursuant to Section 9.1.1 of the
Amended and Restated Limited Liability Company Agreement
(the “Operating Agreement”) of RVGP, the
undersigned board of managers of RVGP hereby consents to the grant
of the Option by the Seller and to the transfer of the Units to the
Buyer in the event the Buyer exercises the Option. Pursuant to
Section 10.1 of the Operating Agreement, the board of
managers of RVGP hereby further consents to the admission of the
Buyer as a Member of RVGP with respect to the Units in the event
the Buyer exercises the Option.
If the
Buyer does not exercise the Option before the expiration of the
Option, the undersigned board of managers of RVGP hereby consents
to the transfer of all of the Units, subject to compliance
Section 9.1.4 of the Operating Agreement, to any one
person (the “Alternate Buyer”) designated by the
Seller. The board of managers of RVGP hereby further consents to
the admission of the Alternate Buyer as a Member of RVGP, subject
to compliance with Section 10.1 (excluding
Section 10.1(e) ) of the Operating Agreement, with
respect to the Units in the event the Alternate Buyer purchases all
of the Units from the Selle
