AMERICAN ENERGY CAPITAL PARTNERS, LP UP TO 100,000,000 LIMITED PARTNER INTERESTS EXCLUSIVE DEALER MANAGER AGREEMENTExclusive Dealer Manager Agreement • June 20th, 2014 • American Energy Capital Partners, LP • Crude petroleum & natural gas • New York
American Energy Capital Partners, LP (the “Company”) is a Delaware limited partnership. The Company proposes to offer up to 100,000,000 limited partner interests (the “Units”), all upon the other terms and subject to the conditions set forth in the Prospectus (as defined in Section 1(a)). The Units will initially be sold at $20.00 per Unit. The Company’s operations will be conducted by American Energy Capital Partners GP, LLC (the “Managing GP”), the general partner of the Company.
SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • February 14th, 2014 • American Energy Capital Partners, LP • Crude petroleum & natural gas • New York
THIS SUBSCRIPTION ESCROW AGREEMENT dated as of , 2014 (this “Agreement”), is entered into among Realty Capital Securities, LLC (the “Dealer Manager”), American Energy Capital Partners, LP (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”).
AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • June 20th, 2014 • American Energy Capital Partners, LP • Crude petroleum & natural gas • New York
THIS AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENT dated as of June 16, 2014 (this “Agreement”), is entered into among Realty Capital Securities, LLC (the “Dealer Manager”), American Energy Capital Partners, LP (the “Company”) and UMB Bank, N.A., as escrow agent (the “Escrow Agent”). This Agreement supersedes and replaces the original Subscription Escrow Agreement, dated as of May 8, 2014, by and between the Dealer Manager, the Company and the Escrow Agent, in its entirety.
FORM OF MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • May 5th, 2014 • American Energy Capital Partners, LP • Crude petroleum & natural gas • Texas
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of [•] [•], 2014 and effective for all purposes as of the [___] day of ____________, 2014 (the “Effective Date”), is by and among AECP MANAGEMENT, LLC, an Oklahoma limited liability company (the “Manager”), American Energy CAPITAL PARTNERS, LP, a Delaware limited partnership (“AECP LP”), and AECp OPERATING COMPANY, LLC, a Delaware limited liability company and a wholly owned subsidiary of AECP LP (the “Owner”). The Manager, AECP LP and Owner are referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to such terms in Article I.
FORM OF SOLICITING DEALER AGREEMENT AMERICAN ENERGY CAPITAL PARTNERS, LP FORM OF SOLICITING DEALER AGREEMENTSoliciting Dealer Agreement • February 14th, 2014 • American Energy Capital Partners, LP • Crude petroleum & natural gas
Realty Capital Securities, LLC (the “Dealer Manager”) entered into an exclusive dealer manager agreement, dated as of , 2014 (the “Dealer Manager Agreement”), with American Energy Capital Partners, LP, a Delaware limited partnership (the “Company”) and American Energy Capital Partners GP, LLC, pursuant to which the Dealer Manager agreed to use its reasonable best efforts to solicit subscriptions in connection with the public offering (the “Offering”) of up to 100,000,000 limited partner interests of the Company (“Units”) offered to the public in the Offering commencing on the Effective Date (as defined below). The per Unit purchase price for the Units shall be up to $20.00 (including the maximum allowed to be charged for selling commissions (the “Selling Commissions”) and the dealer manager fee (the “Dealer Manager Fee”), in each case to be paid pursuant to the Dealer Manager Agreement. Unless otherwise defined herein, capitalized terms used herein shall have the respective meanings th
Second Amended and Restated Agreement of Limited Partnership American Energy Capital Partners – Energy Recovery Program, LP April 29, 2015 Second Amended and Restated Agreement of Limited Partnership of American Energy Capital Partners – Energy...Limited Partnership Agreement • April 29th, 2015 • American Energy Capital Partners - Energy Recovery Program, Lp • Crude petroleum & natural gas • Delaware
This Second Amended and Restated Agreement of Limited Partnership of American Energy Capital Partners – Energy Recovery Program, LP formerly known as American Energy Capital Partners, LP, dated as of April 29, 2015, is entered into by and between American Energy Capital Partners GP LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who currently are or who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
MANAGEMENT SERVICES AGREEMENT BY AND AMONG AECP MANAGEMENT, LLC, an Oklahoma Limited Liability Company AMERICAN ENERGY CAPITAL PARTNERS, LP a Delaware Limited Partnership AND AECP OPERATING COMPANY, LLC a Delaware Limited Liability Company and Wholly...Management Services Agreement • June 20th, 2014 • American Energy Capital Partners, LP • Crude petroleum & natural gas • Texas
This MANAGEMENT SERVICES AGREEMENT (this “Agreement”), dated as of June 16, 2014 and effective for all purposes as of the 16th day of June, 2014 (the “Effective Date”), is by and among AECP MANAGEMENT, LLC, an Oklahoma limited liability company (the “Manager”), American Energy CAPITAL PARTNERS, LP, a Delaware limited partnership (“AECP LP”), and AECp OPERATING COMPANY, LLC, a Delaware limited liability company and a wholly owned subsidiary of AECP LP (the “Owner”). The Manager, AECP LP and Owner are referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to such terms in Article I.
First Amended and Restated Agreement of Limited Partnership American Energy Capital Partners, LP May 8, 2014 First Amended and Restated Agreement of Limited Partnership of American Energy Capital Partners, LPAgreement of Limited Partnership • June 20th, 2014 • American Energy Capital Partners, LP • Crude petroleum & natural gas • Delaware
This First Amended and Restated Agreement of Limited Partnership of American Energy Capital Partners, LP, dated as of May 8, 2014, is entered into by and between American Energy Capital Partners GP LLC, a Delaware limited liability company, as the General Partner, American Energy Capital Limited Partner, LLC, a Delaware limited liability company, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
INVESTMENT OPPORTUNITY ALLOCATION AGREEMENTInvestment Opportunity Allocation Agreement • May 1st, 2015 • American Energy Capital Partners - Energy Recovery Program, Lp • Crude petroleum & natural gas • New York
This INVESTMENT OPPORTUNITY ALLOCATION AGREEMENT (this “Agreement”) is dated effective as of October 24, 2014, by and among American Energy Capital Partners, LP, a Delaware limited partnership (“AECP”), AECP Management, LLC, an Oklahoma limited liability company (the “Manager”) and American Energy Management Services, LLC, an Oklahoma limited liability company (“AEMS”).
