AMENDED AND RESTATED DEALER MANAGER AGREEMENT June 16, 2006Dealer Manager Agreement • July 7th, 2006 • Reef Global Energy Ventures II • Drilling oil & gas wells • Texas
Reef Oil & Gas Partners, L.P., a Nevada limited partnership ("Reef"), will be the "Managing General Partner" of Reef Global Energy VIII, L.P., a limited partnership to be formed under the laws of the state of Nevada, and will be the managing general partner of each of the other partnerships to be formed as part of the series of up to seven limited partnerships (referred to herein as the "Partnerships") that together will comprise Reef Global Energy Ventures II (the "Program"). Two of the seven Partnerships have been formed, and the offerings of Units (as defined below) in such Partnerships have been completed as of the date of this agreement. The remaining Partnerships are each to be organized under the laws of Nevada. Reef hereby confirms and agrees as follows:
REEF SECURITIES, INC. 1901 N. Central Expressway, Suite 400 Richardson, Texas 75080 FORM OF SOLICITING DEALER AGREEMENT Pursuant to Dealer Manager Agreement , 2006Reef Global Energy Ventures II • July 7th, 2006 • Drilling oil & gas wells • Texas
We have entered into an Amended and Restated Dealer Manager Agreement, dated June 16, 2006 (the "Dealer Manager Agreement") with Reef Oil & Gas Partners, L.P., a Nevada limited partnership ("Reef "), the proposed Managing General Partner of Reef Global Energy Ventures II, a series of up to seven limited partnerships to be formed under the laws of Nevada (each such limited partnership individually a "Partnership" and collectively, the "Program"), under which we have agreed to use our best efforts to place with qualified investors pre-formation partnership interests in each Partnership ("Units"). Reef and the Program are offering up to $200,000,000 of Units consisting of 8,000 Units at a price of $25,000 per Unit (the "Offering") with fractional Units available as described in the Program's Prospectus, as supplemented from time to time (the "Prospectus"), a copy of which has been furnished to you. The offering of Units for two Partnerships were completed as of the date of the Dealer Mana
FORM OF DEALER MANAGER AGREEMENTReef Global Energy Ventures II • February 22nd, 2005 • Texas
FORM OF ESCROW AGREEMENTEscrow Agreement • February 22nd, 2005 • Reef Global Energy Ventures II • Texas
THIS ESCROW AGREEMENT is made and entered into as of the day of , 200 , by and among BANK OF TEXAS, N.A., a national banking association (the "Bank"); REEF OIL & GAS PARTNERS LLC, a Nevada limited liability company (the "Managing General Partner"), and the Managing General Partner of Reef Global Energy , L.P., a limited partnership to be formed under the laws of Nevada (the "Partnership"); and REEF SECURITIES, INC., a Texas corporation and the dealer manager (the "Dealer Manager") of the proposed securities offering of units of the Partnership.
