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Effective November 17, 2010, Central Energy LLC became the majority owner of CENTRAL ENERGY GP LLC (F/K/A "Rio Vista GP LLC"), the general partner ("GP") of CENTRAL ENERGY PARTNERS LP (F/K/A "Rio Vista Energy Partners LP").

Purchase and Sale Agreement Completed

On November 17, 2010, Central Energy Partners LP (F/K/A Rio Vista Energy Partners LP ("Rio Vista")), Penn Octane Corporation ("Penn Octane") and Central Energy LLC ("Central Energy") completed the transactions associated with the purchase and sale agreement dated May 25, 2010, as amended ("Agreement").

Pursuant to the terms of the Agreement, Rio Vista sold to Central Energy 12,724,019 newly issued Common Units of Rio Vista (the "Common Units"), which Common Units, represent approximately 80% of the Common Units of Rio Vista on a fully diluted basis, and Penn Octane sold or caused to be sold all of the interests in GP, the general partner of Rio Vista. The purchase price for the sale of the Common Units was $3,950,291. The purchase price for the sale of 100% of the limited liability company interests in the GP was $149,709, which amount was contributed by Penn Octane to the GP and then by the GP to Rio Vista simultaneously with the Closing under the Agreement. As a result of the foregoing, Rio Vista is now controlled by Central Energy by virtue of its ownership of the GP.

 

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