Promissory Share Transfer Agreement between Jorge Roberto Bracamontes Aldana and Penn Octane Corporation (TERMATSAL Shares)

Summary

This agreement, dated November 13, 2000, is between Jorge Roberto Bracamontes Aldana (the seller) and Penn Octane Corporation (the buyer). The seller promises to transfer 98 shares of TERMATSAL, S.A. de C.V. to the buyer, with the final price to be determined by the buyer's accountants. The final transfer agreement must be signed within 10 business days after the share value is set, and is contingent on a separate settlement agreement being approved by U.S. authorities. The seller guarantees clear ownership of the shares.

EX-10.151 6 0006.txt [TRANSLATION] PROMISSORY SHARE TRANSFER AGREEMENT PROMISSORY SHARE TRANSFER AGREEMENT EXECUTED ON NOVEMBER 13, 2000, BY LIC. JORGE ROBERTO BRACAMONTES ALDANA, INDIVIDUALLY (HEREINAFTER THE "PROMISOR-SELLER") AND PENN OCTANE CORPORATION, REPRESENTED HEREIN BY IAN BOTHWELL (HEREINAFTER THE "PROMISOR-BUYER"), IN ACCORDANCE WITH THE FOLLOWING: RECITALS WHEREAS, the PROMISOR-SELLER is a person of Mexican nationality that desires to sign the present preparatory agreement such that in the future he may sign a final agreement whereby the PROMISOR-BUYER will transfer 98 (Ninety-eight) ordinary registered shares with a $500.00 Peso (Five Hundred and 00/100 Pesos) face value, representative of the fixed corporate capital of TERMATSAL, S.A. DE C.V. (hereinafter identified as "TERMATSAL"), of which it is the sole and legitimate owner; WHEREAS, the PROMISOR-BUYER is a corporation organized in accordance with the laws of the United States of America and desires sign this preparatory agreement with regards to the future purchase of TERMATSAL shares of which the PROMISOR-SELLER is owner. WHEREAS, as registered in the corporate books of TERMATSAL, the shares owned by PROMISOR-SELLER and that will be transferred by means of a final agreement executed between the parties are totally subscribed and paid. BASED ON THE ABOVE, and in consideration of the agreements and mutual covenants contained in this agreement, the PROMISOR-SELLER and PROMISOR-BUYER execute this agreement in accordance with the following: CLAUSES 1. Subject Matter of the Agreement. Subject to the terms and conditions ----------------------------------- established herein, PROMISSOR-SELLER promises to transfer to PROMISOR-BUYER, and PROMISOR-BUYER promises to buy, 98 (Ninety-eight) ordinary registered shares with a nominal value of $500.00 Pesos (Five Hundred and 00/100 Pesos), representative of the fixed corporate capital of TERMATSAL, of which it is the sole and legitimate owner. 2. Value of Transfer. The amount of the individual share value shall be ------------------- that determined by PROMISOR-BUYER'S accountants based on the company's financial records. This is also the price that will comprise the per share sales price in the final agreement based on prior approval from PROMISOR-BUYER. 3. Date of Signing Final Agreement. The final Agreement should be singed by ------------------------------- the parties within 10 (Ten) business days following the date when the per share value is determined in accordance with the preceding clause. Said agreement should comply with the formalities required by law for its validity and should 1 provide that the transfer of the shares be conditioned on the condition precedent that if the settlement agreement between CPSC International, Inc., Cowboy Pipeline Service Company, Inc. and Penn Octane Corporation is not signed by all the named parties is not signed and approved by the appropriate U.S. authorities, the agreement is voided. 4. Warranties and Representations of PROMISOR-SELLER. The PROMISOR-SELLER --------------------------------------------------- represents and warrants to the PROMISOR-BUYER that TERMATSAL is duly organized in accordance with the laws of the Mexican Republic, and that the shares the subject of the final transfer agreement are free of all liens or limitations of ownership, reason for which they may be freely disposed of. Likewise, the PROMISOR-SELLER, obligates himself not to undertake any act that could limit or prejudice, in any manner, the shares that are the subject matter of the final transfer agreement or that in any way impedes in the execution of the final transfer agreement. 5. Continuity of Agreement. This agreement is obligatory for all ------------------------- contracting parties, as well as their heirs, assigns, as well as before any other third party with regard to the transfer or the transferring of rights of same. 6. Jurisdiction. The parties expressly agree to submit to the jurisdiction ------------ of the tribunals in Mexico City, Federal District, for the interpretation and compliance of this agreement, for which they will waive any other jurisdiction by reason of the present or future domicile. 7. Counterparts. This Agreement may be signed simultaneously in two or more ------------ counterparts, each one being considered as the same original, but collectively shall constitute one legal act. 2 In witness hereof, the parties have duly executed this Agreement as of the Date first indicated. PROMISOR-SELLER: LIC. JORGE BRACAMONTES ALDANA _______________________________________ PROMISOR-BUYER: PENN OCTANE CORPORATION By:___________________________________ Name: IAN BOTHWELL Its:__________________________________ WITNESS WITNESS Name:___________________________ Name:______________________________ ________________________________ ___________________________________ 3