Reef Oil & Gas Drilling & Income Fund, L.P. Sample Contracts

DEALER MANAGER AGREEMENT June 23, 2013
Dealer Manager Agreement • March 6th, 2014 • Reef Oil & Gas Drilling & Income Fund, L.P. • Drilling oil & gas wells • Texas

Reef Oil & Gas Partners, L.P., a Nevada limited partnership (“Reef”), will be the “Managing General Partner” of Reef Oil & Gas Drilling and Income Fund, L.P., a Texas limited partnership (the “Partnership”). Reef hereby confirms and agrees as follows:

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ESCROW AGREEMENT
Escrow Agreement • March 6th, 2014 • Reef Oil & Gas Drilling & Income Fund, L.P. • Drilling oil & gas wells • Texas

THIS ESCROW AGREEMENT is made and entered into as of the day of August 30, 2013, by and among WILMINGTON TRUST, NATIONAL ASSOCIATION., a national banking association (the “Bank”); REEF OIL & GAS PARTNERS L.P., a Nevada limited liability company (the “Managing General Partner”), and the Managing General Partner of Reef Oil & Gas Drilling and Income Fund, L.P., a limited partnership to be formed under the laws of Texas (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.

CREDIT AGREEMENT dated October 14, 2014 BETWEEN REEF OIL & GAS DRILLING AND INCOME FUND, L.P., as Borrower AND TEXAS CAPITAL BANK, N.A., as Lender Reducing Revolving Credit Facility Standby Letter of Credit Facility
Credit Agreement • October 20th, 2014 • Reef Oil & Gas Drilling & Income Fund, L.P. • Drilling oil & gas wells • Texas

THIS CREDIT AGREEMENT is entered into as of October 14, 2014, by and between Reef Oil & Gas Drilling and Income Fund, L.P., a Texas limited partnership; and Texas Capital Bank, N.A., a national banking association. Certain terms used herein are defined in Section 1.1.

REEF SECURITIES, INC.
Soliciting Dealer Agreement • August 30th, 2013 • Reef Oil & Gas Drilling & Income Fund, L.P. • Drilling oil & gas wells • Texas
SECURITY AGREEMENT (General) BY REEF OIL & GAS DRILLING AND INCOME FUND, L.P. IN FAVOR OF TEXAS CAPITAL BANK, N.A. OCTOBER 14, 2014
Security Agreement • October 20th, 2014 • Reef Oil & Gas Drilling & Income Fund, L.P. • Drilling oil & gas wells • Texas

This SECURITY AGREEMENT is made and entered into as of October 14, 2014, by Reef Oil & Gas Drilling and Income Fund, L.P., a Texas limited partnership (“Debtor”), with its address at 1901 N. Central Expressway, Suite 300, Dallas, Texas 75080, in favor of Texas Capital Bank, N.A., a national banking association (“Secured Party”), with its address at 2000 McKinney Avenue, Suite 1800, Dallas, Texas 75201. Certain terms used herein are defined in Article I hereof

APPENDIX A FORM OF AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF Reef Oil & Gas Drilling and Income Fund, L.P. A Texas Limited Partnership
Reef Oil & Gas Drilling & Income Fund, L.P. • March 31st, 2014 • Drilling oil & gas wells • Texas

This AGREEMENT OF LIMITED PARTNERSHIP is entered into and shall be effective as of the , 2013 (the “Effective Date”), by and among Reef Oil & Gas Partners, L.P. a Nevada limited partnership, as the Managing General Partner, Michael J. Mauceli, as the Initial Limited Partner and the Persons whose names are set forth on Exhibit A, as the Additional General Partners or as Limited Partners (the Limited Partners, together with the Additional General Partners, the “Investor Partners”), pursuant to the provisions of the Texas Limited Partnership Law on the following terms and conditions.

PURCHASE AND SALE AGREEMENT between Arbol Resources, Inc. as “Seller” and Reef Oil & Gas Drilling and Income Fund, L.P. as “Buyer” Dated as of September 18, 2014
Purchase and Sale Agreement • September 24th, 2014 • Reef Oil & Gas Drilling & Income Fund, L.P. • Drilling oil & gas wells • Texas

THIS PURCHASE AND SALE AGREEMENT dated as of September 18, 2014, is made by and among Arbol Resources, Inc. (“Arbol”) (“Seller”), and Reef Oil & Gas Drilling and Income Fund, L.P. (“Reef”) (“Buyer”) (Seller and Buyer, the “Parties,” and individually, a “Party”).

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