HALL-HOUSTON EXPLORATION II, L.P. SUBSCRIPTION AGREEMENTSubscription Agreement • June 9th, 2006 • Petro Resources Corp • Crude petroleum & natural gas • Delaware
THE LIMITED PARTNERSHIP INTERESTS OF HALL-HOUSTON EXPLORATION II, L.P. HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), THE SECURITIES LAWS OF ANY STATE OR ANY OTHER SECURITIES LAWS AND ARE BEING OFFERED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH LIMITED PARTNERSHIP INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH (I) THE SECURITIES ACT, ANY APPLICABLE STATE SECURITIES LAWS, AND ANY OTHER APPLICABLE SECURITIES LAWS; AND (II) THE TERMS AND CONDITIONS OF THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF HALL-HOUSTON EXPLORATION II, L.P., AS AMENDED FROM TIME TO TIME. THEREFORE, PURCHASERS OF SUCH LIMITED PARTNERSHIP INTERESTS WILL BE REQUIRED TO BEAR THE RISK OF THEIR INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
HALL-HOUSTON EXPLORATION II, L.P. Amended and Restated Agreement of Limited Partnership Dated as of April 21, 2006Defined Terms • June 9th, 2006 • Petro Resources Corp • Crude petroleum & natural gas • Delaware
This AMENDED AND RESTATED AGREEMENT of LIMITED PARTNERSHIP (including the Exhibits and Schedules hereto and as further amended or restated from time to time, this “Agreement”) of Hall-Houston Exploration II, L.P., a Delaware limited partnership (the “Partnership”), is entered into as of the Effective Date by and among HHEP GP II, L.P., a Delaware limited partnership, as the General Partner, and the Limited Partners.
