Common use of Transactions with Related Persons Clause in Contracts

Transactions with Related Persons. (a) Except as otherwise provided in Subsection (d) of this Section, no member engaged in a fixed price offering of securities shall sell the securities to, or place the securities with, any person or account which is a related person of the member unless such related person is itself subject to this Section or is a non-member foreign broker or dealer who has entered into the agreements required by Subsection 24(c) of this Article. (b) For purposes of this Section 36, a "related person" of a member includes any person or account which directly or indirectly owns, is owned by or is under common ownership with the member. (c) A person owns another person or account for purposes of this Section if the person directly or indirectly: (1) has the right to participate to the extent of more than 25 percent in the profits of the other person; or (2) owns beneficially more than 25 percent of the outstanding voting securities of the person. (d) The prohibition contained in Subsection (a) does not apply to the sale of securities to, or the placement of securities in, a trading or investment account of a member or a related person of a member after termination of the fixed price offering if the member or the related person of the member has made a bona fide public offering of the securities. A member or a related person of a member is presumed not to have made a bona fide public offering for the purpose of this subsection if the securities being offered immediately trade in the secondary market at a price or prices which are at or above the public offering price. (h) You shall immediately forward all Subscription Agreements received by you, together with all checks received in payment of the purchase price for Interests, in accordance with Section 4(b). (i) If you have reviewed representative oil and gas properties which have been designated by or held in the inventory of MD or its affiliates, you will not discuss any of such oil and gas properties in connection with the sale of Interests or otherwise indicate any facts about such properties except those, if any, discussed in the Prospectus. (j) Specifically, you will comply with the duties imposed by Rules 15c2-4 and 15c2-8 as promulgated by the Securities and Exchange Commission pursuant to Section 15 of the Securities Exchange Act of 1934, as amended. You will promptly forward all subscription checks before noon of the next business day after their receipt for deposit in the designated Partnership escrow account. In the event you receive a check which is not payable to the escrow agent, you shall promptly return such check directly to the subscriber not later than the end of the next business day following its receipt. (k) Prior to recommending an investment in or offering or selling the Interest to a prospective purchaser you shall have completely read the Prospectus and related materials and have reasonable grounds to conclude that: (1) the prospective purchaser is or will be in a financial position to realize the benefits described in the Prospectus of an investment in the Interests; (2) the prospective purchaser has met the suitability requirements described in the Prospectus and has a fair market net worth sufficient to sustain the risks inherent in an investment in the Interests specifically, including, the loss of the entire investment and lack of liquidity; and (3) the investment is otherwise suitable for the prospective investor. (l) You will maintain in your files for a period of six (6) years from the close of the last Offering Period documents which disclose the basis upon which you determined that the prospective investor satisfied the suitability requirements and was otherwise suitable. (m) Notwithstanding the provisions of subsection (k) hereof, you will not execute any transaction with respect to Interests in a Partnership on behalf of a discretionary account without prior approval of the transactions by the customer. (n) In the event that you have been notified by MD that the Prospectus becomes materially deficient, you will suspend sales until such time as the Prospectus is appropriately amended or supplemented. You will deliver the amended Prospectus or any supplements thereto to all prospective purchasers and to purchasers who acquired Interests prior to the date you suspended sales. (o) You have conducted your own independent due diligence inquiry and have concluded that all material facts are adequately and accurately disclosed and, prior to executing a purchase order in the Interests, will inform the prospective purchaser of all pertinent facts relating to the liquidity of the Interests during the life of that Partnership. (p) Your representations, warranties and covenants as contained in this Section 3 will continue in effect throughout the last Offering Period.

Transactions with Related Persons. (a) Except as otherwise provided in Subsection paragraph (d) of this Sectionhereof, no member engaged in a fixed price offering of securities shall sell the securities to, or place the securities with, any person or account which is a related person of the member unless such related person is itself subject to this Section or is a non-member foreign broker or dealer who has entered into the agreements required by Subsection 24(c) of this ArticleRule 240(c). (b) For purposes of this Section 36Rule, a "related person" of a member includes any person or account which directly or indirectly owns, is owned by or is under common ownership with the member. (c) A person owns another person or account for purposes of this Section Rule if the person directly or indirectly: (1) has the right to participate to the extent of more than 25 percent in the profits of the other person; or (2) owns beneficially more than 25 percent of the outstanding voting securities of the person. (d) The prohibition contained in Subsection paragraph (a) hereof does not apply to the sale of securities to, or the placement of securities in, a trading or investment account of a member or a related person of a member after termination of the fixed price offering if the member or the related person of the member has made a bona fide public offering of the securities. A member or a related person of a member is presumed not to have made a bona fide public offering for the purpose of this subsection if the securities being offered immediately trade in the secondary market at a price or prices which are at or above the public offering price. (h) You shall immediately forward all Subscription Agreements received by you, together with all checks received in payment of the purchase price for Interests, in accordance with Section 4(b). (i) If you have reviewed representative oil and gas properties which have been designated by or held in the inventory of MD or its affiliates, you will not discuss any of such oil and gas properties in connection with the sale of Interests or otherwise indicate any facts about such properties except those, if any, discussed in the Prospectus. (j) Specifically, you You will comply with the duties imposed by Rules 15c2-4 and 15c2-8 as promulgated by the Securities and Exchange Commission pursuant to Section 15 of the Securities Exchange Act of 1934, as amended. You will promptly forward cause the Soliciting Dealers to transmit for prompt deposit all subscription checks subscriptions checks, before noon of the next business day after their receipt for deposit by a Soliciting Dealer, in the designated Partnership escrow account. In the event you receive a check which is not payable to the escrow agent, you shall promptly return such check directly to the subscriber not later than the end of the next business day following its receipt. (k) Prior to recommending an investment in or offering or selling the Interest to a prospective purchaser you shall have completely read the Prospectus and related materials and have reasonable grounds to conclude that: (1) the prospective purchaser is or will be in a financial position to realize the benefits described in the Prospectus of an investment in the Interests; (2) the prospective purchaser has met the suitability requirements described in the Prospectus and has a fair market net worth sufficient to sustain the risks inherent in an investment in the Interests specifically, including, the loss of the entire investment and lack of liquidity; and (3) the investment is otherwise suitable for the prospective investor. (l) You will maintain in your files for a period of six (6) years from the close of the last Offering Period documents which disclose the basis upon which you determined that the prospective investor satisfied the suitability requirements and was otherwise suitable. (m) Notwithstanding the provisions of subsection (k) hereof, you will not execute any transaction with respect to Interests in a Partnership on behalf of a discretionary account without prior approval of the transactions by the customer. (n) In the event that you have been notified by MD that the Prospectus becomes is materially deficient, you will suspend and cause the Soliciting Dealers to suspend sales until such time as the Prospectus is appropriately amended or supplemented. You will deliver the amended Prospectus or any supplements thereto to all prospective purchasers and to purchasers who acquired Interests prior to the date you suspended sales. (o) Pursuant to this Agreement, you will: (i) not permit any Soliciting Dealer to offer for sale or sell any of the Interests in any state where the Interests have not been registered; (ii) use your best efforts to insure that the Soliciting Dealers conduct the Offering pursuant to the Securities Act of 1933, as amended, state securities laws, the terms of this Agreement, and in conformity with the provisions of the Prospectus; (iii) not have any direct interest in a Partnership. In no event shall the Dealer Manager be considered or become a partner in a Partnership, and the Dealer Manager shall have no voice or right to be involved in the management of the affairs of any of the Partnerships; and (iv) promptly pay the Soliciting Dealers the negotiated sales commissions and due diligence fees as provided in the Soliciting Dealer Agreement executed with the respective Soliciting Dealers. (p) You have conducted your own independent due diligence inquiry and have concluded that all material facts are adequately and accurately disclosed and, prior to executing a purchase order in the Interests, will inform the prospective purchaser purchaser, or cause him to be informed by a Soliciting Dealer, of all pertinent facts relating to the liquidity of the Interests during the life of that a Partnership. (pq) Your Each Soliciting Dealer shall be required to execute a Soliciting Dealer Agreement in the form attached hereto as Annex "A" and made a part hereof. (r) You representations, warranties and covenants as contained in this Section 3 will continue in effect throughout the last Offering Period.

Transactions with Related Persons. (a) Except as otherwise provided in Subsection (d) of this Section, no member engaged in a fixed price offering of securities shall sell the securities to, or place the securities with, any person or account which is a related person of the member unless such related person is itself subject to this Section or is a non-member foreign broker or dealer who has entered into the agreements required by Subsection 24(c) of this Article. (b) For purposes of this Section 36, a "related person" of a member includes any person or account which directly or indirectly owns, is owned by or is under common ownership with the member. (c) A person owns another person or account for purposes of this Section if the person directly or indirectly: (1) has the right to participate to the extent of more than 25 percent in the profits of the other person; or (2) owns beneficially more than 25 percent of the outstanding voting securities of the person. (d) The prohibition contained in Subsection (a) does not apply to the sale of securities to, or the placement of securities in, a trading or investment account of a member or a related person of a member after termination of the fixed price offering if the member or the related person of the member has made a bona fide public offering of the securities. A member or a related person of a member is presumed not to have made a bona fide public offering for the purpose of this subsection if the securities being offered immediately trade in the secondary market at a price or prices which are at or above the public offering price. (h) You shall immediately forward all Subscription Agreements received by you, together with all checks received in payment of the purchase price for Interests, in accordance with Section 4(b). (i) If you have reviewed representative oil and gas properties which have been designated by or held in the inventory of MD or its affiliates, you will not discuss any of such oil and gas properties in connection with the sale of Interests or otherwise indicate any facts about such properties except those, if any, discussed in the Prospectus. (j) Specifically, you will comply with the duties imposed by Rules 15c2-4 and 15c2-8 as promulgated by the Securities and Exchange Commission pursuant to Section 15 of the Securities Exchange Act of 1934, as amended. You will promptly forward all subscription checks before noon of the next business day after their receipt for deposit in the designated Partnership escrow account. In the event you receive a check which is not payable to the escrow agent, you shall promptly return such check directly to the subscriber not later than the end of the next business day following its receipt. (k) Prior to recommending an investment in or offering or selling the Interest to a prospective purchaser you shall have completely read the Prospectus and related materials and have reasonable grounds to conclude that: (1) the prospective purchaser is or will be in a financial position to realize the benefits described in the Prospectus of an investment in the Interests; (2) the prospective purchaser has met the suitability requirements described in the Prospectus and has a fair market net worth sufficient to sustain the risks inherent in an investment in the Interests specifically, including, the loss of the entire investment and lack of liquidity; and (3) the investment is otherwise suitable for the prospective investor. (l) You will maintain in your files for a period of six (6) years from the close of the last any Offering Period documents which disclose the basis upon which you determined that the prospective investor satisfied the suitability requirements and was otherwise suitable. (m) Notwithstanding the provisions of subsection (k) hereof, you will not execute any transaction with respect to Interests in a the Partnership on behalf of a discretionary account without prior approval of the transactions by the customer. (n) In the event that you have been notified by MD that the Prospectus becomes materially deficient, you will suspend sales until such time as the Prospectus is appropriately amended or supplemented. You will deliver the amended Prospectus or any supplements thereto to all prospective purchasers and to purchasers who acquired Interests prior to the date you suspended sales. (o) You have conducted your own independent due diligence inquiry and have concluded that all material facts are adequately and accurately disclosed and, prior to executing a purchase order in the Interests, will inform the prospective purchaser of all pertinent facts relating to the liquidity of the Interests during the life of that the Partnership. (p) Your representations, warranties and covenants as contained in this Section 3 will continue in effect throughout the last Offering Period.

Transactions with Related Persons. (a) Except as otherwise provided in Subsection (d) of this Section, no member engaged in a fixed price offering of securities shall sell the securities to, or place the securities with, any person or account which is a related person of the member unless such related person is itself subject to this Section or is a non-member foreign broker or dealer who has entered into the agreements required by Subsection 24(c) of this Article. (b) For purposes of this Section 36, a "related person" of a member includes any person or account which directly or indirectly owns, is owned by or is under common ownership with the member. (c) A person owns another person or account for purposes of this Section if the person directly or indirectly: (1) has the right to participate to the extent of more than 25 percent in the profits of the other person; or (2) owns beneficially more than 25 percent of the outstanding voting securities of the person. (d) The prohibition contained in Subsection (a) does not apply to the sale of securities to, or the placement of securities in, a trading or investment account of a member or a related person of a member after termination of the fixed price offering if the member or the related person of the member has made a bona fide public offering of the securities. A member or a related person of a member is presumed not to have made a bona fide public offering for the purpose of this subsection if the securities being offered immediately trade in the secondary market at a price or prices which are at or above the public offering price. (h) You shall immediately forward all Subscription Agreements received by you, together with all checks received in payment of the purchase price for Interests, in accordance with Section 4(b). (i) If you have reviewed representative oil and gas properties which have been designated by or held in the inventory of MD or its affiliates, you will not discuss any of such oil and gas properties in connection with the sale of Interests or otherwise indicate any facts about such properties except those, if any, discussed in the Prospectus. (j) Specifically, you You will comply with the duties imposed by Rules 15c2-4 and 15c2-8 as promulgated by the Securities and Exchange Commission pursuant to Section 15 of the Securities Exchange Act of 1934, as amended. You will promptly forward cause the Soliciting Dealers to transmit for prompt deposit all subscription checks subscriptions checks, before noon of the next business day after their receipt for deposit by a Soliciting Dealer, in the designated Partnership escrow account. In the event you receive a check which is not payable to the escrow agent, you shall promptly return such check directly to the subscriber not later than the end of the next business day following its receipt. (k) Prior to recommending an investment in or offering or selling the Interest to a prospective purchaser you shall have completely read the Prospectus and related materials and have reasonable grounds to conclude that: (1) the prospective purchaser is or will be in a financial position to realize the benefits described in the Prospectus of an investment in the Interests; (2) the prospective purchaser has met the suitability requirements described in the Prospectus and has a fair market net worth sufficient to sustain the risks inherent in an investment in the Interests specifically, including, the loss of the entire investment and lack of liquidity; and (3) the investment is otherwise suitable for the prospective investor. (l) You will maintain in your files for a period of six (6) years from the close of the last any Offering Period documents which disclose the basis upon which you determined that the prospective investor satisfied the suitability requirements and was otherwise suitable. (m) Notwithstanding the provisions of subsection (k) hereof, you will not execute any transaction with respect to Interests in a the Partnership on behalf of a discretionary account without prior approval of the transactions by the customer. (n) In the event that you have been notified by MD that the Prospectus becomes is materially deficient, you will suspend and cause the Soliciting Dealers to suspend sales until such time as the Prospectus is appropriately amended or supplemented. You will deliver the amended Prospectus or any supplements thereto to all prospective purchasers and to purchasers who acquired Interests prior to the date you suspended sales. (o) Pursuant to this Agreement, you will: (i) not permit any Soliciting Dealer to offer for sale or sell any of the Interests in any state where the Interests have not been registered; (ii) use your best efforts to insure that the Soliciting Dealers conduct the Offering pursuant to the Securities Act of 1933, as amended, state securities laws, the terms of this Agreement, and in conformity with the provisions of the Prospectus; (iii) not have any direct interest in the Partnership. In no event shall the Dealer Manager be considered or become a partner in the Partnership, and the Dealer Manager shall have no voice or right to be involved in the management of the affairs of any of the Partnership; and (iv) promptly pay the Soliciting Dealers the negotiated sales commissions and due diligence fees as provided in the Soliciting Dealer Agreement executed with the respective Soliciting Dealers. (p) You have conducted your own independent due diligence inquiry and have concluded that all material facts are adequately and accurately disclosed and, prior to executing a purchase order in the Interests, will inform the prospective purchaser purchaser, or cause him to be informed by a Soliciting Dealer, of all pertinent facts relating to the liquidity of the Interests during the life of that the Partnership. (pq) Your Each Soliciting Dealer shall be required to execute a Soliciting Dealer Agreement in the form attached hereto as Annex "A" and made a part hereof. (r) You representations, warranties and covenants as contained in this Section 3 will continue in effect throughout the last Offering Period.

Transactions with Related Persons. (a) Except as otherwise provided in Subsection (d) of this Section, no member engaged in a fixed price offering of securities shall sell the securities to, or place the securities with, any person or account which is a related person of the member unless such related person is itself subject to this Section or is a non-member foreign broker or dealer who has entered into the agreements required by Subsection 24(c) of this Article. (b) For purposes of this Section 36, a "related person" of a member includes any person or account which directly or indirectly owns, is owned by or is under common ownership with the member. (c) A person owns another person or account for purposes of this Section if the person directly or indirectly: (1) has the right to participate to the extent of more than 25 percent in the profits of the other person; or (2) owns beneficially more than 25 percent of the outstanding voting securities of the person. (d) The prohibition contained in Subsection (a) does not apply to the sale of securities to, or the placement of securities in, a trading or investment account of a member or a related person of a member after termination of the fixed price offering if the member or the related person of the member has made a bona fide public offering of the securities. A member or a related person of a member is presumed not to have made a bona fide public offering for the purpose of this subsection if the securities being offered immediately trade in the secondary market at a price or prices which are at or above the public offering price. (h) You shall immediately forward all Subscription Agreements received by you, together with all checks received in payment of the purchase price for Interests, in accordance with Section 4(b). (i) If you have reviewed representative oil and gas properties which have been designated by or held in the inventory of MD or its affiliates, you will not discuss any of such oil and gas properties in connection with the sale of Interests or otherwise indicate any facts about such properties except those, if any, discussed in the Prospectus. (j) Specifically, you You will comply with the duties imposed by Rules 15c2-4 and 15c2-8 as promulgated by the Securities and Exchange Commission pursuant to Section 15 of the Securities Exchange Act of 1934, as amended. You will promptly forward cause the Soliciting Dealers to transmit for prompt deposit all subscription checks subscriptions checks, before noon of the next business day after their receipt for deposit by a Soliciting Dealer, in the designated Partnership escrow account. In the event you receive a check which is not payable to the escrow agent, you shall promptly return such check directly to the subscriber not later than the end of the next business day following its receipt. (k) Prior to recommending an investment in or offering or selling the Interest to a prospective purchaser you shall have completely read the Prospectus and related materials and have reasonable grounds to conclude that: (1) the prospective purchaser is or will be in a financial position to realize the benefits described in the Prospectus of an investment in the Interests; (2) the prospective purchaser has met the suitability requirements described in the Prospectus and has a fair market net worth sufficient to sustain the risks inherent in an investment in the Interests specifically, including, the loss of the entire investment and lack of liquidity; and (3) the investment is otherwise suitable for the prospective investor. (l) You will maintain in your files for a period of six (6) years from the close of the last Offering Period documents which disclose the basis upon which you determined that the prospective investor satisfied the suitability requirements and was otherwise suitable. (m) Notwithstanding the provisions of subsection (k) hereof, you will not execute any transaction with respect to Interests in a Partnership on behalf of a discretionary account without prior approval of the transactions by the customer. (n) In the event that you have been notified by MD that the Prospectus becomes is materially deficient, you will suspend and cause the Soliciting Dealers to suspend sales until such time as the Prospectus is appropriately amended or supplemented. You will deliver the amended Prospectus or any supplements thereto to all prospective purchasers and to purchasers who acquired Interests prior to the date you suspended sales. (o) Pursuant to this Agreement, you will: (i) not permit any Soliciting Dealer to offer for sale or sell any of the Interests in any state where the Interests have not been registered; (ii) use your best efforts to insure that the Soliciting Dealers conduct the Offering pursuant to the Securities Act of 1933, as amended, state securities laws, the terms of this Agreement, and in conformity with the provisions of the Prospectus; (iii) not have any direct interest in a Partnership. In no event shall the Dealer Manager be considered or become a partner in a Partnership, and the Dealer Manager shall have no voice or right to be involved in the management of the affairs of any of the Partnerships; and (iv) promptly pay the Soliciting Dealers the negotiated sales commissions and due diligence fees as provided in the Soliciting Dealer Agreement executed with the respective Soliciting Dealers. (p) You have conducted your own independent due diligence inquiry and have concluded that all material facts are adequately and accurately disclosed and, prior to executing a purchase order in the Interests, will inform the prospective purchaser purchaser, or cause him to be informed by a Soliciting Dealer, of all pertinent facts relating to the liquidity of the Interests during the life of that a Partnership. (pq) Your Each Soliciting Dealer shall be required to execute a Soliciting Dealer Agreement in the form attached hereto as Annex "A" and made a part hereof. (r) You representations, warranties and covenants as contained in this Section 3 will continue in effect throughout the last Offering Period.

Transactions with Related Persons. (a) Except as otherwise provided in Subsection (d) of this Section, no member engaged in a fixed price offering of securities shall sell the securities to, or place the securities with, any person or account which is a related person of the member unless such related person is itself subject to this Section or is a non-member foreign broker or dealer who has entered into the agreements required by Subsection 24(c) of this Article. (b) For purposes of this Section 36, a "related person" of a member includes any person or account which directly or indirectly owns, is owned by or is under common ownership with the member. (c) A person owns another person or account for purposes of this Section if the person directly or indirectly: (1) has the right to participate to the extent of more than 25 percent in the profits of the other person; or (2) owns beneficially more than 25 percent of the outstanding voting securities of the person. (d) The prohibition contained in Subsection (a) does not apply to the sale of securities to, or the placement of securities in, a trading or investment account of a member or a related person of a member after termination of the fixed price offering if the member or the related person of the member has made a bona fide public offering of the securities. A member or a related person of a member is presumed not to have made a bona fide public offering for the purpose of this subsection if the securities being offered immediately trade in the secondary market at a price or prices which are at or above the public offering price. (h) You shall immediately forward all Subscription Agreements received by you, together with all checks received in payment of the purchase price for Interests, in accordance with Section 4(b). (i) If you have reviewed representative oil and gas properties which have been designated by or held in the inventory of MD or its affiliates, you will not discuss any of such oil and gas properties in connection with the sale of Interests or otherwise indicate any facts about such properties except those, if any, discussed in the Prospectus. (j) Specifically, you You will comply with the duties imposed by Rules 15c2-4 and 15c2-8 as promulgated by the Securities and Exchange Commission pursuant to Section 15 of the Securities Exchange Act of 1934, as amended. You will promptly forward cause the Soliciting Dealers to transmit for prompt deposit all subscription checks subscriptions checks, before noon of the next business day after their receipt for deposit by a Soliciting Dealer, in the designated Partnership escrow account. In the event you receive a check which is not payable to the escrow agent, you shall promptly return such check directly to the subscriber not later than the end of the next business day following its receipt. (k) Prior to recommending an investment in or offering or selling the Interest to a prospective purchaser you shall have completely read the Prospectus and related materials and have reasonable grounds to conclude that: (1) the prospective purchaser is or will be in a financial position to realize the benefits described in the Prospectus of an investment in the Interests; (2) the prospective purchaser has met the suitability requirements described in the Prospectus and has a fair market net worth sufficient to sustain the risks inherent in an investment in the Interests specifically, including, the loss of the entire investment and lack of liquidity; and (3) the investment is otherwise suitable for the prospective investor. (l) You will maintain in your files for a period of six (6) years from the close of the last Offering Period documents which disclose the basis upon which you determined that the prospective investor satisfied the suitability requirements and was otherwise suitable. (m) Notwithstanding the provisions of subsection (k) hereof, you will not execute any transaction with respect to Interests in a Partnership on behalf of a discretionary account without prior approval of the transactions by the customer. (n) In the event that you have been notified by MD that the Prospectus becomes is materially deficient, you will suspend and cause the Soliciting Dealers to suspend sales until such time as the Prospectus is appropriately amended Mewbxxxxx Xxxrgy 01-02 Drilling Programs Dealer Manager Agreement , 2001 Page 10 or supplemented. You will deliver the amended Prospectus or any supplements thereto to all prospective purchasers and to purchasers who acquired Interests prior to the date you suspended sales. (o) Pursuant to this Agreement, you will: (i) not permit any Soliciting Dealer to offer for sale or sell any of the Interests in any state where the Interests have not been registered; (ii) use your best efforts to insure that the Soliciting Dealers conduct the Offering pursuant to the Securities Act of 1933, as amended, state securities laws, the terms of this Agreement, and in conformity with the provisions of the Prospectus; (iii) not have any direct interest in a Partnership. In no event shall the Dealer Manager be considered or become a partner in a Partnership, and the Dealer Manager shall have no voice or right to be involved in the management of the affairs of any of the Partnerships; and (iv) promptly pay the Soliciting Dealers the negotiated sales commissions and due diligence fees as provided in the Soliciting Dealer Agreement executed with the respective Soliciting Dealers. (p) You have conducted your own independent due diligence inquiry and have concluded that all material facts are adequately and accurately disclosed and, prior to executing a purchase order in the Interests, will inform the prospective purchaser purchaser, or cause him to be informed by a Soliciting Dealer, of all pertinent facts relating to the liquidity of the Interests during the life of that a Partnership. (pq) Your Each Soliciting Dealer shall be required to execute a Soliciting Dealer Agreement in the form attached hereto as Annex "A" and made a part hereof. (r) You representations, warranties and covenants as contained in this Section 3 will continue in effect throughout the last Offering Period.

Transactions with Related Persons. (a) Except as otherwise provided in Subsection paragraph (d) of this Section, hereof no member engaged in a fixed price offering of securities shall sell the securities to, or place the securities with, any person or account which is a related person of the member unless such related person is itself subject to this Section or is a non-member foreign broker or dealer who has entered into the agreements required by Subsection 24(c) of this ArticleRule 2740(c). (b) For purposes of this Section 36Rule, a "related person" of a member includes any person or account which directly or indirectly owns, is owned by or is under common ownership with the member. (c) A person owns another person or account for purposes of this Section Rule if the person directly or indirectly: (1) has the right to participate to the extent of more than 25 percent in the profits of the other person; or (2) owns beneficially more than 25 percent of the outstanding voting securities of the person. (d) The prohibition contained in Subsection paragraph (a) hereof does not apply to the sale of securities to, or the placement of securities in, a trading or investment account of a member or a related person of a member after termination of the fixed price offering if the member or the related person of the member has made a bona fide public offering of the securities. A member or a related person of a member is presumed not to have made a bona fide public offering for the purpose of this subsection if the securities being offered immediately trade in the secondary market at a price or prices which are at or above the public offering price. (h) You shall immediately forward all Subscription Agreements received by you, together with all checks received in payment of the purchase price for Interests, in accordance with Section 4(b). (i) If you have reviewed representative oil and gas properties which have been designated by or held in the inventory of MD or its affiliates, you will not discuss any of such oil and gas properties in connection with the sale of Interests or otherwise indicate any facts about such properties except those, if any, discussed in the Prospectus. (j) Specifically, you will comply with the duties imposed by Rules 15c2-4 and 15c2-8 as promulgated by the Securities and Exchange Commission pursuant to Section 15 of the Securities Exchange Act of 1934, as amended. You will promptly forward all subscription checks before noon of the next business day after their receipt for deposit in the designated Partnership escrow account. In the event you receive a check which is not payable to the escrow agent, you shall promptly return such check directly to the subscriber not later than the end of the next business day following its receipt. (k) Prior to recommending an investment in or offering or selling the Interest to a prospective purchaser you shall have completely read the Prospectus and related materials and have reasonable grounds to conclude that: (1) the prospective purchaser is or will be in a financial position to realize the benefits described in the Prospectus of an investment in the Interests; (2) the prospective purchaser has met the suitability requirements described in the Prospectus and has a fair market net worth sufficient to sustain the risks inherent in an investment in the Interests specifically, including, the loss of the entire investment and lack of liquidity; and (3) the investment is otherwise suitable for the prospective investor. (l) You will maintain in your files for a period of six (6) years from the close of the last any Offering Period documents which disclose the basis upon which you determined that the prospective investor satisfied the suitability requirements and was otherwise suitable. (m) Notwithstanding the provisions of subsection (k) hereof, you will not execute any transaction with respect to Interests in a the Partnership on behalf of a discretionary account without prior approval of the transactions by the customer. (n) In the event that you have been notified by MD that the Prospectus becomes materially deficient, you will suspend sales until such time as the Prospectus is appropriately amended or supplemented. You will deliver the amended Prospectus or any supplements thereto to all prospective purchasers and to purchasers who acquired Interests prior to the date you suspended sales. (o) You have conducted your own independent due diligence inquiry and have concluded that all material facts are adequately and accurately disclosed and, prior to executing a purchase order in the Interests, will inform the prospective purchaser of all pertinent facts relating to the liquidity of the Interests during the life of that the Partnership. (p) Your representations, warranties and covenants as contained in this Section 3 will continue in effect throughout the last Offering Period.

Transactions with Related Persons. (a) Except as otherwise provided in Subsection paragraph (d) of this Section, hereof no member engaged in a fixed price offering of securities shall sell the securities to, or place the securities with, any person or account which is a related person of the member unless such related person is itself subject to this Section or is a non-member foreign broker or dealer who has entered into the agreements required by Subsection 24(c) of this ArticleRule 2740(c). (b) For purposes of this Section 36Rule, a "related person" of a member includes any person or account which directly or indirectly owns, is owned by or is under common ownership with the member. (c) A person owns another person or account for purposes of this Section Rule if the person directly or indirectly: (1) has the right to participate to the extent of more than 25 percent in the profits of the other person; or (2) owns beneficially more than 25 percent of the outstanding voting securities of the person. (d) The prohibition contained in Subsection paragraph (a) hereof does not apply to the sale of securities to, or the placement of securities in, a trading or investment account of a member or a related person of a member after termination of the fixed price offering if the member or the related person of the member has made a bona fide public offering of the securities. A member or a related person of a member is presumed not to have made a bona fide public offering for the purpose of this subsection if the securities being offered immediately trade in the secondary market at a price or prices which are at or above the public offering price. (h) You shall immediately forward all Subscription Agreements received by you, together with all checks received in payment of the purchase price for Interests, in accordance with Section 4(b). (i) If you have reviewed representative oil and gas properties which have been designated by or held in the inventory of MD or its affiliates, you will not discuss any of such oil and gas properties in connection with the sale of Interests or otherwise indicate any facts about such properties except those, if any, discussed in the Prospectus. (j) Specifically, you will comply with the duties imposed by Rules 15c2-4 and 15c2-8 as promulgated by the Securities and Exchange Commission pursuant to Section 15 of the Securities Exchange Act of 1934, as amended. You will promptly forward all subscription checks before noon of the next business day after their receipt for deposit in the designated Partnership escrow account. In the event you receive a check which is not payable to Xxxxxxxxx Development 04-05 Drilling Program Soliciting Dealer Agreement _____________, 2004 Page 9 the escrow agent, you shall promptly return such check directly to the subscriber not later than the end of the next business day following its receipt. (k) Prior to recommending an investment in or offering or selling the Interest to a prospective purchaser you shall have completely read the Prospectus and related materials and have reasonable grounds to conclude that: (1) the prospective purchaser is or will be in a financial position to realize the benefits described in the Prospectus of an investment in the Interests; (2) the prospective purchaser has met the suitability requirements described in the Prospectus and has a fair market net worth sufficient to sustain the risks inherent in an investment in the Interests specifically, including, the loss of the entire investment and lack of liquidity; and (3) the investment is otherwise suitable for the prospective investor. (l) You will maintain in your files for a period of six (6) years from the close of the last any Offering Period documents which disclose the basis upon which you determined that the prospective investor satisfied the suitability requirements and was otherwise suitable. (m) Notwithstanding the provisions of subsection (k) hereof, you will not execute any transaction with respect to Interests in a the Partnership on behalf of a discretionary account without prior approval of the transactions by the customer. (n) In the event that you have been notified by MD that the Prospectus becomes materially deficient, you will suspend sales until such time as the Prospectus is appropriately amended or supplemented. You will deliver the amended Prospectus or any supplements thereto to all prospective purchasers and to purchasers who acquired Interests prior to the date you suspended sales. (o) You have conducted your own independent due diligence inquiry and have concluded that all material facts are adequately and accurately disclosed and, prior to executing a purchase order in the Interests, will inform the prospective purchaser of all pertinent facts relating to the liquidity of the Interests during the life of that the Partnership. (p) Your representations, warranties and covenants as contained in this Section 3 will continue in effect throughout the last Offering Period.

Transactions with Related Persons. (a) Except as otherwise provided in Subsection (d) of this Section, no member engaged in a fixed price offering of securities shall sell the securities to, or place the securities with, any person or account which is a related person of the member unless such related person is itself subject to this Section or is a non-member foreign broker or dealer who has entered into the agreements required by Subsection 24(c) of this Article. (b) For purposes of this Section 36, a "related person" of a member includes any person or account which directly or indirectly owns, is owned by or is under common ownership with the member. (c) A person owns another person or account for purposes of this Section if the person directly or indirectly: (1) has the right to participate to the extent of more than 25 percent in the profits of the other person; or (2) owns beneficially more than 25 percent of the outstanding voting securities of the person. (d) The prohibition contained in Subsection (a) does not apply to the sale of securities to, or the placement of securities in, a trading or investment account of a member or a related person of a member after termination of the fixed price offering if the member or the related person of the member has made a bona fide public offering of the securities. A member or a related person of a member is presumed not to have made a bona fide public offering for the purpose of this subsection if the securities being offered immediately trade in the secondary market at a price or prices which are at or above the public offering price. (h) You shall immediately forward all Subscription Agreements received by you, together with all checks received in payment of the purchase price for Interests, in accordance with Section 4(b). (i) If you have reviewed representative oil and gas properties which have been designated by or held in the inventory of MD or its affiliates, you will not discuss any of such oil and gas properties in connection with the sale of Interests or otherwise indicate any facts about such properties except those, if any, discussed in the Prospectus. (j) Specifically, you You will comply with the duties imposed by Rules 15c2-4 and 15c2-8 as promulgated by the Securities and Exchange Commission pursuant to Section 15 of the Securities Exchange Act of 1934, as amended. You will promptly forward cause the Soliciting Dealers to transmit for prompt deposit all subscription checks subscriptions checks, before noon of the next business day after their receipt for deposit by a Soliciting Dealer, in the designated Partnership escrow account. In the event you receive a check which is not payable to the escrow agent, you shall promptly return such check directly to the subscriber not later than the end of the next business day following its receipt. (k) Prior to recommending an investment in or offering or selling the Interest to a prospective purchaser you shall have completely read the Prospectus and related materials and have reasonable grounds to conclude that: (1) the prospective purchaser is or will be in a financial position to realize the benefits described in the Prospectus of an investment in the Interests; (2) the prospective purchaser has met the suitability requirements described in the Prospectus and has a fair market net worth sufficient to sustain the risks inherent in an investment in the Interests specifically, including, the loss of the entire investment and lack of liquidity; and (3) the investment is otherwise suitable for the prospective investor. (l) You will maintain in your files for a period of six (6) years from the close of the last any Offering Period documents which disclose the basis upon which you determined that the prospective investor satisfied the suitability requirements and was otherwise suitable. (m) Notwithstanding the provisions of subsection (k) hereof, you will not execute any transaction with respect to Interests in a the Partnership on behalf of a discretionary account without prior approval of the transactions by the customer. (n) In the event that you have been notified by MD that the Prospectus becomes is materially deficient, you will suspend and cause the Soliciting Dealers to suspend sales until such time as the Prospectus is appropriately amended or Mewbxxxxx Xxxrgy 98 Drilling Program Dealer Manager Agreement ________________, 1998 Page 10 supplemented. You will deliver the amended Prospectus or any supplements thereto to all prospective purchasers and to purchasers who acquired Interests prior to the date you suspended sales. (o) Pursuant to this Agreement, you will: (i) not permit any Soliciting Dealer to offer for sale or sell any of the Interests in any state where the Interests have not been registered; (ii) use your best efforts to insure that the Soliciting Dealers conduct the Offering pursuant to the Securities Act of 1933, as amended, state securities laws, the terms of this Agreement, and in conformity with the provisions of the Prospectus; (iii) not have any direct interest in the Partnership. In no event shall the Dealer Manager be considered or become a partner in the Partnership, and the Dealer Manager shall have no voice or right to be involved in the management of the affairs of any of the Partnership; and (iv) promptly pay the Soliciting Dealers the negotiated sales commissions and due diligence fees as provided in the Soliciting Dealer Agreement executed with the respective Soliciting Dealers. (p) You have conducted your own independent due diligence inquiry and have concluded that all material facts are adequately and accurately disclosed and, prior to executing a purchase order in the Interests, will inform the prospective purchaser purchaser, or cause him to be informed by a Soliciting Dealer, of all pertinent facts relating to the liquidity of the Interests during the life of that the Partnership. (pq) Each Soliciting Dealer shall be required to execute a Soliciting Dealer Agreement in the form attached hereto as Annex "A" and made a part hereof. (r) Your representations, warranties and covenants as contained in this Section 3 will continue in effect throughout the last Offering Period.

Transactions with Related Persons. (a) Except as otherwise provided in Subsection paragraph (d) of this Section, hereof no member engaged in a fixed price offering of securities shall sell the securities to, or place the securities with, any person or account which is a related person of the member unless such related person is itself subject to this Section or is a non-member foreign broker or dealer who has entered into the agreements required by Subsection 24(c) of this ArticleRule 2740(c). (b) For purposes of this Section 36Rule, a "related person" of a member includes any person or account which directly or indirectly owns, is owned by or is under common ownership with the member. (c) A person owns another person or account for purposes of this Section Rule if the person directly or indirectly: (1) has the right to participate to the extent of more than 25 percent in the profits of the other person; or (2) owns beneficially more than 25 percent of the outstanding voting securities of the person. (d) The prohibition contained in Subsection paragraph (a) hereof does not apply to the sale of securities to, or the placement of securities in, a trading or investment account of a member or a related person of a member after termination of the fixed price offering if the member or the related person of the member has made a bona fide public offering of the securities. A member or a related person of a member is presumed not to have made a bona fide public offering for the purpose of this subsection if the securities being offered immediately trade in the secondary market at a price or prices which are at or above the public offering price. (h) You shall immediately forward all Subscription Agreements received by you, together with all checks received in payment of the purchase price for Interests, in accordance with Section 4(b). (i) If you have reviewed representative oil and gas properties which have been designated by or held in the inventory of MD or its affiliates, you will not discuss any of such oil and gas properties in connection with the sale of Interests or otherwise indicate any facts about such properties except those, if any, discussed in the Prospectus. (j) Specifically, you will comply with the duties imposed by Rules 15c2-4 and 15c2-8 as promulgated by the Securities and Exchange Commission pursuant to Section 15 of the Securities Exchange Act of 1934, as amended. You will promptly forward all subscription checks before noon of the next business day after their receipt for deposit in the designated Partnership escrow account. In the event you receive a check which is not payable to Mewbourne Development 06-07 Drilling Program Soliciting Dealer Agreemexx _____________, 2006 Page 9 the escrow agent, you shall promptly return such check directly to the subscriber not later than the end of the next business day following its receipt. (k) Prior to recommending an investment in or offering or selling the Interest to a prospective purchaser you shall have completely read the Prospectus and related materials and have reasonable grounds to conclude that: (1) the prospective purchaser is or will be in a financial position to realize the benefits described in the Prospectus of an investment in the Interests; (2) the prospective purchaser has met the suitability requirements described in the Prospectus and has a fair market net worth sufficient to sustain the risks inherent in an investment in the Interests specifically, including, the loss of the entire investment and lack of liquidity; and (3) the investment is otherwise suitable for the prospective investor. (l) You will maintain in your files for a period of six (6) years from the close of the last any Offering Period documents which disclose the basis upon which you determined that the prospective investor satisfied the suitability requirements and was otherwise suitable. (m) Notwithstanding the provisions of subsection (k) hereof, you will not execute any transaction with respect to Interests in a the Partnership on behalf of a discretionary account without prior approval of the transactions by the customer. (n) In the event that you have been notified by MD that the Prospectus becomes materially deficient, you will suspend sales until such time as the Prospectus is appropriately amended or supplemented. You will deliver the amended Prospectus or any supplements thereto to all prospective purchasers and to purchasers who acquired Interests prior to the date you suspended sales. (o) You have conducted your own independent due diligence inquiry and have concluded that all material facts are adequately and accurately disclosed and, prior to executing a purchase order in the Interests, will inform the prospective purchaser of all pertinent facts relating to the liquidity of the Interests during the life of that the Partnership. (p) Your representations, warranties and covenants as contained in this Section 3 will continue in effect throughout the last Offering Period.