Exhibit 1.1
SOLICITING DEALER AGREEMENT
Xxxxxxxxx Energy 06-07 Drilling Programs
____________, 2006
Gentlemen:
Xxxxxxxxx Development Corporation, a Delaware corporation ("MD"), is or
proposes to be the sole managing general partner (in such capacity the "Managing
Partner") in a series of two limited partnerships (the "Partnerships") formed
pursuant to the Delaware Revised Uniform Limited Partnership Act (the "Delaware
Act"). MD intends to name the Partnerships as follows: Xxxxxxxxx Energy Partners
06-A, L.P. and Xxxxxxxxx Energy Partners 07-A, L.P. Each Partnership will
participate in a program, governed by a Drilling Program Agreement (the "Program
Agreement") among Xxxxxxxxx Oil Company, a Delaware corporation ("MOC"), MD and
such Partnership, the primary purpose of which will be to drill Developmental
Xxxxx (as such term is defined in the Prospectus referred to below).
On behalf of the Partnership and MD, a Registration Statement on Form S-1
(Registration No. 333-____________) dated _____________, relating to the offer
and sale of the Interests (hereinafter defined) was filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933 (the
"Act"). On ______________, MD filed with the Commission on behalf of the
Partnerships Amendment No. 1 to the Registration Statement. The Registration
Statement was declared effective by the Commission on ___________. MD, the
Partnerships and the Interests are described in the Prospectus dated ___________
(the "Prospectus") that forms a part of the Registration Statement. As used in
this Soliciting Dealer Agreement (this "Agreement"), the terms "Prospectus" and
"Registration Statement" refer solely to the Prospectus and Registration
Statement, as amended, described above, except that (i) from and after the date
on which any post-effective amendment to the Registration Statement is declared
effective by the Commission, the term "Registration Statement" shall refer to
the Registration Statement as amended by that post-effective amendment, and the
term "Prospectus" shall refer to the Prospectus then forming a part of the
Registration Statement, and (ii) if the Prospectus filed by MD pursuant to Rule
424(b) or (c) promulgated by the Commission under the Act differs from the
Prospectus on file with the Commission at the time the Registration Statement or
any post-effective amendment thereto shall have become effective, the term
"Prospectus" shall refer to the Prospectus filed pursuant thereto from and after
the date on which it was filed. Terms defined in the Prospectus and not
otherwise defined herein will have the meanings set forth in the Prospectus.
MD desires to raise a minimum of $5,000,000 and a maximum of $50,000,000 in
capital for each Partnership by the sale of up to an aggregate of $100,000,000
of limited partner interests (the "Limited Partner Interests") and general
partner interests (the "General Partner Interests") in the Partnerships (the
Limited Partner Interests and the General Partner Interests are collectively
referred to as the "Interests"). The Interests will be offered in $1,000
increments, with a minimum purchase of twenty Interests ($20,000).
Xxxxxxxxx Securities, Inc., a Texas corporation (the "Dealer Manager"), has
entered into a Dealer Manager Agreement with the Managing Partner under which
the Dealer Manager is appointed the exclusive agent of the Managing Partner and
of the Partnerships to form a group of National Association of Securities
Dealers, Inc. member firms who will solicit subscribers for the purchase of
Interests.
The following are the terms on which the Managing Partner, on behalf of the
Partnership, and the Dealer Manager appoint you and you agree to such
appointment to solicit subscribers for the purchase of Interests:
Section 1. Appointment as Soliciting Dealer. On the basis of the
representations, warranties and covenants contained in this Agreement, but
subject to the terms and conditions set forth herein, you are hereby appointed
to serve as a soliciting dealer ("Soliciting Dealer") during the Offering Period
(as defined below) for Interests in both Partnerships for the purpose of finding
subscribers for the Interests through a public offering, at the price of $1,000
per Interest, with a minimum subscription of twenty Interests ($20,000), as
described in the
Xxxxxxxxx Development 06-07 Drilling Program
Soliciting Dealer Agreement
_____________, 2006
Page 2
Prospectus. The "Offering Period" (as such term is used in this Agreement) for
Interests in Xxxxxxxxx Energy Partners 06-A, L.P. will commence on or about the
date on which the Registration Statement is declared effective and will end no
later than December 31, 2006 unless the Managing Partner accelerates or delays
such termination date. The Offering Period for Interests in Xxxxxxxxx Energy
Partners 07-A, L.P. will commence in 2007 and will end no later than December
31, 2007. MD has the right in its sole and absolute discretion to terminate the
offering of Interests and end the Offering Period at any time. You hereby accept
appointment as a Soliciting Dealer and agree on the terms and conditions set
forth in this Agreement to use your reasonable efforts to solicit subscriptions
for the Interests during each Offering Period and until the earlier of (i) the
termination of the Offering Period or (ii) the Closing (as hereinafter defined)
with respect to that Partnership. Neither your acceptance of that appointment
nor this Agreement shall constitute you and MD or a Partnership as an
association, partnership, unincorporated business or other separate entity. If
an offering for Interests in a Partnership is commenced and subscriptions funds
of $5,000,000 or more are not received by the termination of that Partnership's
Offering Period with respect to Interests in that Partnership, all subscription
funds received by the termination of such Offering Period with respect to
Interests in that Partnership shall be returned in full to the subscribers,
together with any interest earned thereon, if any (as provided in the
Prospectus), and this Agreement as to that Partnership will terminate without
obligation on your part or on the part of MD, except that (a) you will promptly,
upon notice, transmit to MD any sales commissions and marketing fees received by
you pursuant to Section 6(b) hereof, and (b) the indemnification and
contribution provisions of Section 9 hereof shall continue after such
termination of this Agreement. In the event that you violate the terms,
conditions, agreements or warranties herein, the Managing Partner or the Dealer
Manager, in their sole and absolute discretion, may terminate this Agreement.
Section 2. Representations and Warranties of MD and the Dealer Manager. MD,
in its individual capacity and in its capacity as Managing Partner, and the
Dealer Manager, jointly and severally, hereby represent and warrant to you that:
(a) In the name and on behalf of the Partnerships, MD has prepared and
filed with the Commission the Registration Statement (including the Prospectus)
for the registration of the offering and sale of the Interests under the Act.
The Registration Statement has become and is effective under the Act. Copies of
the Registration Statement and the Prospectus have been or will be delivered to
you.
(b) On the Closing Date (as hereinafter defined) for the sale of Interests
in a Partnership, the related Partnership will be a limited partnership duly
formed and validly existing under the laws of the State of Delaware and will be
duly qualified or registered as a foreign limited partnership or otherwise
qualified as a limited partnership in each jurisdiction in which the nature of
the activities conducted by it or the nature of the assets owned by it make such
qualification necessary (except where the failure to so qualify or register
would not have a material adverse effect on the Partnership or the rights or
liabilities of its General or Limited Partners). In addition, such Partnership
shall have full and adequate partnership power and partnership authority to
enter into and perform this Agreement and the related Program Agreement and to
own its properties and to conduct its business as proposed in the Prospectus.
(c) MD is, and at all times through the Closing Date will be, a
corporation, validly existing and in good standing under the laws of the State
of Delaware with full and adequate corporate power and corporate authority to
enter into and perform this Agreement and the Agreement of Partnership and to
own its properties and to conduct its business as presently conducted and as
proposed in the Prospectus to be conducted.
(d) Each subscriber for Limited Partner Interests will become a Limited
Partner of the Partnership entitled to all the rights of a Limited Partner under
the Agreement of Partnership for the Partnership and the Delaware Act upon (i)
payment of the consideration for those Limited Partner Interests specified in
that subscriber's Subscription Agreement and (ii) acceptance by the Managing
Partner of that subscriber as a Limited Partner. Each subscriber for General
Partnership Interests will become a General Partner of the Partnership entitled
to all the rights of a General Partner under the Agreement of Partnership for
the Partnership and the Delaware Act upon (i) payment of the consideration for
those General Partner Interests specified in that subscriber's Subscription
Agreement and (ii) acceptance by the Managing Partner of that subscriber as a
General Partner. The Interests, when sold and paid
Xxxxxxxxx Development 06-07 Drilling Program
Soliciting Dealer Agreement
_____________, 2006
Page 3
for as contemplated by the Prospectus, will represent validly authorized and
duly issued Interests and those Interests will conform in all material respects
to the statements relating thereto contained in the Prospectus, including the
Form of Agreement of Partnership attached as Exhibit A thereto.
(e) This Agreement has been duly and validly authorized by MD and the
Dealer Manager. MD and the Dealer Manager have duly executed and delivered this
Agreement, which constitutes a valid and binding agreement of MD and the Dealer
Manager enforceable in accordance with its terms (except to the extent that the
enforceability of the indemnification provisions of Section 9 hereof may be
limited under federal securities laws or to the extent the enforceability of
this Agreement may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting the right of creditors generally).
(f) The Commission has not issued any order preventing or suspending the
use of the Prospectus.
(g) From the time the Registration Statement initially became effective
through the Closing Date, the Registration Statement and the Prospectus did and
will comply in all material respects with the provisions of the Act, and neither
the Registration Statement and the Prospectus nor any Sales Literature (as
hereinafter defined) contains or will contain any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein, in light of the circumstances under which they were made, not
misleading; provided, however, that the representations and warranties contained
in this subsection (g) shall not apply to statements in, or omissions from, the
Registration Statement, the Prospectus or the Sales Literature based upon and in
conformity with information furnished to MD or a Partnership by you in writing
specifically for use in the Registration Statement, the Prospectus or Sales
Literature.
(h) Based upon the opinion of Xxxxxx & Xxxxxx L.L.P., counsel for MD, and
subject to the assumptions and representations expressed therein, under existing
federal income tax laws and regulations the Partnership, upon its formation,
will be classified as a partnership for federal income tax purposes. A
Partnership, at the related Closing, will be classified as a partnership for
federal income tax purposes, and at all times subsequent hereto, MD will use its
best efforts to maintain the status of the Partnership as a partnership for
federal income tax purposes.
(i) Except as disclosed in the Prospectus, there is no litigation or
governmental proceeding pending or, to the best knowledge of MD, threatened that
involves the offering of the Interests or any of the properties or businesses of
MD that would, if adversely decided, materially and adversely affect
(financially or otherwise) the operation of the business of the Partnership, MD
or the offering.
(j) MD is not in violation of the Agreements of Partnership or in material
default in the performance of any obligation, agreement or condition contained
in any agreement by which a Partnership is bound. The execution and delivery of
this Agreement and the Agreements of Partnership, the fulfillment of the terms
set forth herein and therein and the consummation of the transactions
contemplated herein and therein and in the Prospectus will not conflict with or
constitute a breach of or material default under the Agreements of Partnership
or under the certificate of incorporation or bylaws of MD or under any other
agreement, indenture or instrument by which a Partnership or MD is bound or, to
the best knowledge of MD, any law, rule, regulation, order or decree of any
court or any governmental body or administrative agency applicable to MD or a
Partnership.
(k) The financial information (including without limitation the balance
sheets and any accompanying notes and schedules) presented in the Prospectus
concerning MD presents fairly MD's financial position as of the dates thereof in
accordance with generally accepted accounting principles, and there has been,
and through the Closing Date shall be, no material adverse change in its
financial condition since the date of that information.
(l) There has been no material adverse change in the condition, business or
properties of MD, financial or otherwise, from that on the latest dates as of
which such condition, business or properties are set forth in the Prospectus,
except as referred to therein, and such properties and business substantially
conform and shall at the
Xxxxxxxxx Development 06-07 Drilling Program
Soliciting Dealer Agreement
_____________, 2006
Page 4
Closing Date with respect to the related Partnership substantially conform to
the descriptions thereof contained in the Prospectus.
(m) MD will timely apply, on behalf of the Partnership, to the Internal
Revenue Service for a tax shelter registration number and, if such a number is
received, will furnish such number to the General and Limited Partners of such
Partnership within a reasonable time after their admission to the Partnership or
within a reasonable time after the Partnership has received such number,
whichever occurs later.
Section 3. Covenants and Representations of Soliciting Dealer. You covenant
with and represent to MD that:
(a) You are, and at all times through the last Closing Date will be, a
corporation, validly existing and in good standing as a corporation under the
laws of the jurisdiction set forth on the signature page hereof, with full and
adequate corporate power and corporate authority to enter into and perform this
Agreement.
(b) This Agreement has been duly and validly authorized by you. You have
duly executed and delivered this Agreement, which constitutes a valid and
binding agreement of you enforceable in accordance with its terms (except to the
extent that the enforceability of the indemnification provisions of Section 9
hereof may be limited under federal securities law or to the extent the
enforceability of this Agreement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors
generally).
(c) You will not offer to sell Interests to, solicit offers to buy
Interests from, or transmit Subscription Agreements to, any person on behalf of
MD that you have reasonable grounds to believe (based on information obtained
from such person or otherwise known to you) does not meet the age, net worth,
annual income or other standards applicable to that person as set forth in the
Subscription Agreement.
(d) You will deliver a copy of the Prospectus, containing such legends as
directed by MD, to each subscriber to whom you sell the Interests at or before
the completion of any sale of Interests to such subscriber (which sale shall be
deemed, for the purposes of this Agreement to occur on the date on which that
subscriber delivers subscription funds to the escrow agent), or earlier if
required by the blue sky or securities laws of any state. You have not and will
not give any information or make any representation in connection with the offer
or sale of Interests other than as contained in the Prospectus, and will not
publish, circulate or otherwise distribute without MD's approval any
solicitation material other than the Prospectus and other sales material ("Sales
Literature") provided to you by MD specifically for distribution to subscribers
with the Prospectus. Any such Sales Literature, if distributed, must have been
preceded or must be accompanied by the Prospectus. You agree not to discuss any
specific oil and gas prospect or to refer to any such oil and gas prospect in
any analysis or report on the Interests prepared by you or on your behalf.
(e) You will make offers to sell Interests to, sell to or solicit offers to
subscribe for Interests from persons in only those states or other jurisdictions
where MD represents to you in writing that such Interests may be offered and
sold and you agree to make reasonable efforts to comply with all applicable
laws, rules and regulations of those states and jurisdictions in which you offer
or sell Interests.
(f) You are and on the last Closing Date will be (i) a securities
broker-dealer registered with the Securities and Exchange Commission and any
jurisdiction where broker-dealer registration is required in order to offer and
sell the Interests and (ii) a member in good standing of the National
Association of Securities Dealers, Inc. ("NASD").
(g) You agree to make reasonable efforts to comply with all rules of the
NASD applicable to you in connection with the offering of Interests including,
without limitation, the following provisions:
Xxxxxxxxx Development 06-07 Drilling Program
Soliciting Dealer Agreement
_____________, 2006
Page 5
2730. SECURITIES TAKEN IN TRADE
(a) A member engaged in a fixed price offering, who purchases or
arranges the purchase of securities taken in trade, shall purchase the
securities at a fair market price at the time of purchase or shall act as
agent in the sale of such securities and charge a normal commission
therefor.
(b) When used in this Rule:
(1) the term "taken in trade" means the purchase by a member as
principal, or as agent for the account of another, of a security from
a customer pursuant to an agreement or understanding that the customer
purchase securities from the member which are part of a fixed price
offering.
(2) the term "fair market price" means a price not higher than
the price at which the securities would be purchased from the customer
or from a similarly situated customer in the ordinary course of
business by a dealer in such securities in transactions of similar
size and having similar characteristics but not involving a security
taken in trade.
(3) the term "normal commission" means an amount of commission
which the member would normally charge to that customer or a similarly
situated customer in the ordinary course of business in transactions
of similar size and having similar characteristics but not involving a
security taken in trade.
(c) For purposes of this Rule a member shall be:
(1) deemed, with respect to securities other than common stocks,
to have taken such securities in trade at a fair market price when the
price paid is not higher than the highest independent bid for the
securities at the time of purchase, if such bid quotations for the
securities are readily available.
(2) presumed, with respect to common stocks, to have taken such
common stocks in trade at a fair market price when the price paid is
not higher than the highest independent bid for the securities at the
time of purchase, if such bid quotations for the securities are
readily available.
(3) presumed to have taken a security in trade at a price higher
than a fair market price when the price paid is higher than the lowest
independent offer for the securities at the time of purchase, if such
offer quotations for the securities are readily available.
(d) A member, in connection with every transaction subject to this
Rule, shall with respect to:
(1) common stocks, which are traded on a national securities
exchange or for which quotations are entered in an automated quotation
system, obtain the necessary bid and offer quotations from the
national securities exchange or from the automated quotation system;
and
(2) other securities and common stocks not included in
subparagraph (1) above, obtain directly or with the assistance of an
independent agent bid and offer quotations from two or more
independent dealers relating to the securities to be taken in trade
or, if such quotations are not readily available, exercise its best
efforts to obtain such quotations with respect to securities having
similar characteristics and of similar quality as those to be taken in
trade.
Xxxxxxxxx Development 06-07 Drilling Program
Soliciting Dealer Agreement
_____________, 2006
Page 6
(e) A member who purchases a security taken in trade shall keep or
cause to be kept adequate records to demonstrate compliance with this Rule
and shall preserve the records for at least 24 months after the
transaction. If an independent agent is used for the purpose of obtaining
quotations, the member must request the agent to identify the dealers from
whom the quotations were obtained and the time and date they were obtained
or request the agent to keep and maintain for at least 24 months a record
containing such information.
2740. SELLING CONCESSIONS, DISCOUNTS AND OTHER ALLOWANCES
In connection with the sale of securities which are part of a fixed
price offering:
(a) A member may not grant or receive selling concessions, discounts,
or other allowances except as consideration for services rendered in
distribution and may not grant such concessions, discounts or other
allowances to anyone other than a broker or dealer actually engaged in the
investment banking or securities business; provided, however, that nothing
in this Rule shall prevent any member from (1) selling any such securities
to any person, or account managed by any person, to whom it has provided or
will provide bona fide research, if the stated public offering price for
such securities is paid by the purchaser; or (2) selling any such
securities owned by him to any person at any net price which may be fixed
by him unless prevented therefrom by agreement.
(b) The term "bona fide research," when used in this Rule, means
advice, rendered either directly or through publications or writings, as to
the value of securities, the advisability of investing in, purchasing, or
selling securities, and the availability of securities or purchasers or
sellers of securities, or analyses and reports concerning issuers,
industries, securities, economic factors and trends, portfolio strategy,
and performance of accounts; provided, however, that investment management
or investment discretionary services are not bona fide research.
(c) A member who grants a selling concession, discount or other
allowance to another person shall obtain a written agreement from that
person that he will comply with the provisions of this Rule, and a member
who grants such selling concession, discount or other allowance to a
nonmember broker or dealer in a foreign country shall also obtain from such
broker or dealer a written agreement to comply, as though such broker or
dealer were a member, with the provisions of Rules 2730 and 2750 and to
comply with Rule 2420 as that Rule applies to a nonmember broker/dealer in
a foreign country.
(d) A member who receives an order from any person designating another
broker or dealer to receive credit for the sale shall, within 30 days after
the end of each calendar quarter, file reports with the Association
containing the following information with respect to each fixed price
offering which terminated during that calendar quarter: the name of the
person making the designation; the identity of the brokers or dealers
designated; the identity and amount of securities for which each broker or
dealer was designated; the date of the commencement and termination of the
offering and such other information as the Association shall deem
pertinent.
(e) A member who is designated by its customer for the sale of
securities shall keep, and maintain for a period of 24 months, records in
such form and manner to show the following information: name of customer
making the designation; the identity and amount of securities for which the
member was designated; the identity of the manager or managers of the
offering, if any; the date of the commencement of the offering and such
other information as the Association shall deem pertinent.
2420. DEALING WITH NON-MEMBERS
(a) No member shall deal with any non-member broker or dealer except
at the same prices, for the same commissions or fees, and on the same terms
and conditions as are by such member accorded to the general public.
Xxxxxxxxx Development 06-07 Drilling Program
Soliciting Dealer Agreement
_____________, 2006
Page 7
(b) Without limiting the generality of the foregoing, no member shall:
(1) in any transaction with any non-member broker or dealer,
allow or grant to such non-member broker or dealer any selling
concession, discount or other allowance allowed by such member to a
member of a registered securities association and not allowed to a
member of the general public;
(2) join with any non-member broker or dealer in any syndicate or
group contemplating the distribution to the public of any issue of
securities or any part thereof; or
(3) sell any security to or buy any security from any non-member
broker or dealer except at the same price at which at the time of such
transaction such member would buy or sell such security, as the case
may be, from or to a person who is a member of the general public not
engaged in the investment banking or securities business.
(c) Transaction with foreign non-members.
The provisions of paragraphs (a) and (b) of this Rule shall not apply
to any non-member broker or dealer in a foreign country who is not eligible
for membership in a registered securities association, but in any
transaction with any such foreign non-member broker or dealer, where a
selling concession, discount, or other allowance is allowed, a member shall
as a condition of such transaction secure from such foreign broker or
dealer an agreement that, in making any sales to purchasers within the
United States of securities acquired as a result of such transactions, he
will conform to the provisions of paragraphs (a) and (b) of this Rule to
the same extent as though he were a member of the Association.
(d) "Non-member broker or dealer"
For the purpose of this Rule, the term "non-member broker or dealer"
shall include any broker or dealer who makes use of the mails or of any
means or instrumentality of interstate commerce to effect any transaction
in, or to induce the purchase or sale of, any security, otherwise than on a
national securities exchange, who is not a member of any securities
association, registered with the Commission pursuant to Section 15A of the
Act, except a broker or dealer who deals exclusively in commercial paper,
bankers' acceptances or commercial bills.
(e) Nothing in this Rule shall be so construed or applied as to
prevent any member of the Association from granting to any other member of
any registered securities association any dealer's discount, allowance,
commission, or special terms.
2810. DIRECT PARTICIPATION PROGRAMS, (B) REQUIREMENTS (2) SUITABILITY (B)
In recommending to a participant the purchase, sale or exchange of an
interest in a direct participation program, a member or person associated
with a member shall:
(i) have reasonable grounds to believe, on the basis of
information obtained from the participant concerning his investment
objectives, other investments, financial situation and needs, and any
other information known by the member or associated person, that:
a. the participant is or will be in a financial position
appropriate to enable him to realize to a significant extent the
benefits described in the prospectus, including the tax benefits
where they are a significant aspect of the program:
Xxxxxxxxx Development 06-07 Drilling Program
Soliciting Dealer Agreement
_____________, 2006
Page 8
b. the participant has a fair market net worth sufficient to
sustain the risks inherent in the program, including loss of
investment and lack of liquidity; and
c. the program is otherwise suitable for the participant;
and
(ii) maintain in the files of the member documents disclosing the
basis upon which the determination of suitability was reached as to
each participant.
(C) Notwithstanding the provisions of subsections (A) and (B) hereof,
no member shall execute any transaction in a direct participation program
in a discretionary account without prior written approval of the
transaction by the customer.
2750. TRANSACTIONS WITH RELATED PERSONS
(a) Except as otherwise provided in paragraph (d) 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 Rule 2740(c).
(b) For purposes of this Rule, 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 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 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 06-07 Drilling Program
Soliciting Dealer Agreement
_____________, 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 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 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 the Partnership.
(p) Your representations, warranties and covenants as contained in this
Section 3 will continue in effect throughout the Offering Period.
Section 4. Subscriptions and Closing.
(a) You acknowledge and agree that MD has reserved the right to reject or
reduce any subscription and that subscriptions for Interests will be accepted by
MD only from investors who in the judgment of MD meet the appropriate
suitability standards set forth in the Prospectus and the Subscription
Agreement.
(b) All Subscription Agreements and all checks received in payment of the
purchase price for Interests received by you shall be subject to, and MD and you
hereby agree that you each shall act in accordance with, the following
provisions:
(i) Upon receipt of each Subscription Agreement and check, you shall,
by noon of the business day following your receipt thereof, forward to
Regions Bank-Tyler or other escrow agent designated by MD (the "Escrow
Agent") (a) a copy of that Subscription Agreement, retaining in your
possession the original executed Subscription Agreement, and (b) that check
for deposit in a separate escrow account with the Escrow Agent, to be held
therein in accordance with the terms of the Escrow Agreement between MD and
the Escrow Agent and to be released only in accordance with the Escrow
Agreement; and
(ii) MD shall, by noon of the second business day following its
receipt of that copy of the Subscription Agreement, advise you by telegram,
telecopy or other similar means of telecommunications or by telephone
(confirmed in writing), if MD initially accepts or rejects the subscription
evidenced by that
Xxxxxxxxx Development 06-07 Drilling Program
Soliciting Dealer Agreement
_____________, 2006
Page 10
Subscription Agreement because that subscriber is considered not suitable
for Interests, and if that subscription has been rejected by MD, MD shall,
promptly after advising you of that rejection, direct the Escrow Agent to
return to you the subscriber's check, and you shall return the originally
executed Subscription Agreement and that check to the subscriber.
(c) MD will notify you of the closing of the offering of Interests in the
Partnership and the date as of which the Partnership is to be funded with
subscription proceeds held under the Escrow Agreement. A closing (the "Closing")
will be scheduled to be held at the offices of MD, 0000 X. Xxxxxxxx, Xxxxx,
Xxxxx 00000, as soon as practicable after the date on which you shall have been
notified of the closing of the offering of Interests in the Partnership, or on
such date and at such place as MD may determine (the "Closing Date").
(d) The right of the Partnership to use funds deposited in the Partnership
account for purposes other than the payment of commissions and fees shall be
subject to the accuracy of and the compliance by MD with its representations,
warranties and covenants set forth herein, to its performance of its obligations
hereunder and to the satisfaction at the Closing with respect to the Partnership
of each of the following further conditions:
(i) You shall have received a copy of the opinion of Xxxxxx & Xxxxxx
L.L.P., counsel to MD and the Partnership, as to certain federal income tax
matters discussed under "Tax Aspects" in the Prospectus, which opinion
shall be reasonably satisfactory to you and your counsel as of the Closing
Date.
(ii) You shall have received a blue sky memorandum prepared by Xxxxxx
& Xxxxxx L.L.P. with respect to the Partnership, to the effect that the
Interests have been duly registered or qualified for sale under the
securities or blue sky laws of the states in which, in accordance with such
memorandum, offers and sales of the Interests may be made to investors
(being those states with respect to which you and other Soliciting Dealers
requested that MD use its reasonable efforts to register or qualify the
Interests for offering and sale under the securities or blue sky laws of
such states pursuant to Section 5(e) hereof).
(iii) All proceedings and documents in connection with the
transactions contemplated by the Prospectus and this Agreement shall be
reasonably satisfactory in form and substance to you and your counsel, and
MD and the Partnership shall use their reasonable efforts to ensure that
you and your counsel shall have received such other documents in connection
with such transactions as you or they may reasonably request.
(iv) You and your counsel shall have received a letter or letters from
Xxxxxx & Xxxxxx L.L.P. in form and scope reasonably satisfactory to you and
your counsel as to the due organization of the Partnership under the law of
Delaware, the due admission of the Limited Partners or General Partners to
the Partnership, the due organization of MD under Delaware law, the
qualification of the Partnership and MD to conduct business in Texas as a
foreign limited partnership and corporation, respectively, the due
execution of this Agreement by the Partnership and MD and the due execution
of the Agreement of Partnership of the Partnership by MD.
Section 5. Covenants of MD. MD covenants with you that:
(a) MD will deliver to you, at MD's sole expense, such copies of the
Prospectus and related Subscription Agreements and Sales Literature as you may
reasonably request.
(b) If any event that occurs before the last Closing Date and that relates
to or affects the business or condition (financial or other) of MD or the
Partnership makes it necessary to amend or supplement the Prospectus or the
Registration Statement in order that the Prospectus or the Registration
Statement will not contain an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein not
misleading in light of the circumstances existing at the time it is delivered to
a subscriber, MD will (i) notify you of the occurrence of such event, (ii)
prepare, file, transmit and use its best efforts to cause to become effective
(to the extent appropriate) any such required amendments or supplements to the
Prospectus or the Registration Statement,
Xxxxxxxxx Development 06-07 Drilling Program
Soliciting Dealer Agreement
_____________, 2006
Page 11
(iii) advise you, promptly after MD receives notice thereof, of the
time when any post-effective amendment to the Registration Statement has become
effective or of the time when any amendment or supplement to the Prospectus has
been filed and (iv) promptly prepare and furnish to you a reasonable number of
copies of the amendments of, or supplements to, the Prospectus or the
Registration Statement.
(c) MD will notify you immediately and confirm the notice in writing of the
issuance by the Commission or by any state securities administrator of any stop
order suspending the effectiveness of any registration or qualification of the
Interests for sale or enjoining the sale of the Interests or of the initiation
of any proceedings for that purpose. MD will make every reasonable effort to
prevent the issuance of any such stop order and, if any such stop order shall at
any time be issued, to obtain the lifting thereof at the earliest possible
moment.
(d) As soon as practicable after the receipt of any Subscription
Agreements, MD will approve or reject such subscriptions and notify you of the
same.
(e) In addition to those jurisdictions in which the Blue Sky Memorandum
indicates that you may offer (or solicit offers) for Interests, MD will use its
reasonable efforts to register or qualify the Interests for offering and sale
under the securities or blue sky laws of such additional jurisdictions as you
may request, will furnish all such information and documents as may be
reasonably necessary for such purpose and will notify you in writing as to the
effective date of such registrations or qualifications as soon as practicable
after the receipt or confirmation thereof; provided that you shall have
specified and made such request in writing to MD and the Dealer Manager with
respect to each additional jurisdiction in which you intend to offer any of the
Interests for sale, or solicit any offers to subscribe for or buy any of the
Interests, or otherwise negotiate with any person in respect of any of the
Interests, and MD and the Dealer Manager shall have no duty, responsibility,
liability or obligation to you under this subsection (e) or any other provision
hereof with respect to any other jurisdiction. MD will undertake to file all
reports required to be filed subsequent to completion of the offering of the
Interests and otherwise to continue to comply with the securities or blue sky
laws of each such jurisdiction.
Section 6. Payment of Expenses and Fees.
(a) Except as specifically provided elsewhere in this Agreement, you, the
Dealer Manager, MD and the Partnership will pay their own expenses incident to
the transactions contemplated by this Agreement, including fees of their
counsel.
(b) Prior to the time that $5,000,000 or more of subscription funds for the
Partnership are received and accepted, MD may, but is not obligated to, advance
from MD's own funds the sales commissions and marketing fees which would
otherwise be payable in connection with subscription funds received and accepted
prior to such time; provided that such advance may only be paid with respect to
subscriptions that have been accepted by MD. Any such advancement shall be made
initially to the Dealer Manager and the Dealer Manager shall immediately reallow
to you such portion of the advancement as represents sales commissions and
marketing fees which would otherwise be payable to you. In the event that either
(i) subscription funds of $5,000,000 or more are not received by the termination
of the Offering Period with respect to Interests in a Partnership or (ii) MD
otherwise elects not to close the offering of the Interests in the Partnership,
you will promptly upon notice transmit to MD funds in the amount of the sales
commissions and marketing fees advanced to you by means of such reallowance.
(c) Upon the receipt and acceptance of $5,000,000 in subscriptions for a
Partnership, MD may, but is not obligated to, advance from its own funds prior
to the Closing of the offering of Interests in that Partnership sales
commissions and marketing fees relating to subscriptions solicited by you;
provided that such advance may only be paid with respect to subscriptions that
have been accepted by MD and for which the subscription funds have cleared at
the office of the Escrow Agent. Any such advancement shall be made initially to
the Dealer Manager and the Dealer Manager shall immediately reallow to you such
advancement.
(d) In the event that MD makes an advance of sales commissions and
marketing fees pursuant to Section 6(b) or (c) above, you hereby agree that (i)
prior to the Closing, MD retains the right in its sole discretion to
Xxxxxxxxx Development 06-07 Drilling Program
Soliciting Dealer Agreement
_____________, 2006
Page 12
refund to any subscriber solicited by you the full amount of the subscription
funds transmitted by that subscriber and (ii) in the event that MD refunds
subscription funds to a subscriber solicited by you, you will promptly upon
receipt of notice of that refund transmit to MD funds in the amount of the sales
commissions and marketing fees advanced to you by means of such reallowance to
the extent that such relate to your acceptance of an order for Interests from
such subscriber.
(e) If the Closing for the sale of Interests in a Partnership occurs, as
compensation for your services under this Agreement MD will pay from its own
funds at that Closing, to the Dealer Manager and the Dealer Manager shall
immediately reallow to you (i) cash sales commissions based on eight percent
(8%) of the sales price of Interests sold by you and (ii) marketing fees based
on one-half of one percent (0.5%) of the sales price for Interests sold by you
for marketing fees, less any sales commissions and marketing fees previously
reallowed to you prior to that Closing under Section 6(b) or (c) above, except
that you will receive no such sales commissions or marketing fees for Interests
sold to (i) officers, directors or employees of MD or affiliates thereof, (ii)
affiliates of the Managing Partner or (iii) any of your officers, directors,
employees or registered representatives. No sales commissions or marketing fees
will be paid on subscriptions returned for any reason to subscribers prior to
that Closing.
Section 7. Conditions to Obligations of Soliciting Dealer. Your obligations
under this Agreement with respect to a particular Partnership are subject to the
following:
(a) the accuracy of and compliance with the representations and warranties
of MD and the Dealer Manager made in Section 2 hereof and the performance by MD,
individually and in its capacity as Managing Partner, of all material
obligations under this Agreement; and
(b) the absence, on the Closing Date for the sale of Interests in that
Partnership, of any stop order issued under the Act suspending the use of the
Prospectus or the sale of the Interests or of the initiation or the threatened
initiation of any proceedings therefor.
If any of the conditions specified in this Section 7 shall not have been
fulfilled, or cannot be fulfilled on or prior to the Closing Date with respect
to such Partnership, this Agreement with respect to that Partnership and all of
your obligations under it relating thereto, other than those contained in
Section 9 hereof, may be terminated by you by notifying MD of such termination
in writing or by telegram at or prior to the Closing, and any such termination
shall be without liability of any party to any other party except as otherwise
provided in Section 9 hereof.
Section 8. Conditions to Obligations of MD and the Dealer Manager. The
obligations of MD and the Dealer Manager under this Agreement with respect to a
particular Partnership are subject to the following:
(a) the accuracy of and compliance with your representations and warranties
made in Section 3 hereof and the performance by you of all material obligations
under this Agreement;
(b) the absence, on the Closing Date for the sale of Interest in that
Partnership, of any stop order issued under the Act suspending the use of the
Prospectus or the sale of the Interests or of the initiation or the threatened
initiation of any proceedings therefor; and
(c) if the Partnership elects in its discretion to offer rescission to any
subscriber because (i) any of the conditions described in this Agreement shall
not have been fulfilled or (ii) other circumstances arise subsequent to the date
hereof that in the judgment of MD require that such an offer be made, in either
case because of any action or inaction taken or failed to be taken by you in
connection with your offering or sale of the Interests, you agree to return any
sales commissions and marketing fees received by you with respect to any
purchaser who in fact rescinds in response to such offer, promptly upon written
notice of that rescission from the Partnership.
If any of the conditions specified in this Section 8 shall not have been
fulfilled, or cannot be fulfilled on or prior to the Closing Date with respect
to the Partnership, this Agreement with respect to that Partnership and all
Xxxxxxxxx Development 06-07 Drilling Program
Soliciting Dealer Agreement
_____________, 2006
Page 13
obligations of the Partnership and MD relating thereto, other than those
contained in Section 9 hereof, may be terminated by MD by notifying you of that
termination in writing or by telegram at or prior to the Closing and any such
termination shall be without liability of any party to any other party except as
otherwise provided in Section 9 hereof.
Section 9. Indemnification.
(a) MD will indemnify and hold you harmless against any losses, claims,
damages or liabilities, joint or several, to which you may become subject, under
the Act or otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon (i) any untrue
statement of any material fact contained in the Registration Statement, the
Prospectus or any Sales Literature or any omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
in light of the circumstances under which they were made not misleading (other
than any untrue statement or omission made in reliance upon and in conformity
with information furnished to MD or a Partnership by or on behalf of you, your
officers, directors or controlling persons or at your or their request
specifically for use in the preparation of the Registration Statement, the
Prospectus or any Sales Literature or any amendment thereof or supplement
thereto); provided that the foregoing indemnity is subject to the condition
that, insofar as it relates to any untrue statement or omission made in the
Prospectus but eliminated or remedied in an amendment thereof or supplement
thereto available to you prior to delivery of written confirmation of sale, such
indemnity shall not inure to the benefit of any person from whom the person
asserting any such loss, claim, damage or liability purchased the Interests that
are the subject thereof (or to the benefit of any person who controls any such
person), if a copy of the amendment or supplement to the Prospectus was not sent
or given to that person with or prior to the written confirmation of the sale of
those Interests to that person or (ii) a breach by MD or a Partnership of any of
its respective representations, warranties, agreements or covenants contained in
this Agreement; and MD will reimburse you for all legal or other expenses
(including reasonable expenses of internal and outside counsel) reasonably
incurred by you in connection with defending any such action or claim. The
agreement of indemnity in this Section 9(a) and in Section 9(b) below shall be
in addition to any liability that MD or a Partnership may otherwise have and
shall extend upon the same terms and conditions to each person, if any, who
controls you and shall apply whether or not any negligent act or omission by you
is alleged or proven; provided, however, that neither MD nor a Partnership shall
be responsible under this Agreement for any losses, damages or liabilities to
the extent they are found in a final judgment of a court of competent
jurisdiction to have resulted solely from your gross negligence or willful
misconduct in performing services hereunder.
(b) A Partnership shall indemnify you for any losses, claims, damages or
liabilities relating to the Partnership and to which you may become subject due
to an alleged violation of federal or state securities laws and which arise out
of or are based upon the items set forth in Sections 9(a)(i) and (ii) above (and
are subject to the same conditions and limitations set forth in 9(a)(i) and (ii)
above) if (i) there has been a successful adjudication on the merits of each
count involving alleged securities laws violations as to you, (ii) such claims
have been dismissed with prejudice on the merits by a court of competent
jurisdiction as to you or (iii) a court of competent jurisdiction approves a
settlement of the claims against you. In connection with any claim for
indemnification for federal or state securities law violations under this
Section 9(b), you shall place before such court the positions of the Securities
and Exchange Commission, the Securities Commission of the State of Texas and any
other applicable regulatory authority with respect to such indemnification for
securities law violations.
(c) You agree to indemnify and hold harmless the Dealer Manager, MD and the
Partnership against any losses, claims, damages or liabilities, joint or
several, to which any of them may become subject, under the Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon (i) any untrue statement of a material
fact made by you with respect to your offering of the Interests, (ii) any untrue
statement of a material fact contained in the Registration Statement, the
Prospectus or any Sales Literature or any omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
in light of the circumstances under which they were made not misleading, but
only to the extent that such untrue statement or omission was made in reliance
upon and in conformity with information furnished to MD or a Partnership by or
on behalf of you, your officers, directors or controlling persons or at your or
their request for use in the preparation of the Registration Statement, the
Prospectus or any Sales Literature or an amendment
Xxxxxxxxx Development 06-07 Drilling Program
Soliciting Dealer Agreement
_____________, 2006
Page 14
thereof or supplement thereto or (iii) a breach by you of any of your
representations, warranties, covenants or agreements contained in this
Agreement; and you will reimburse the Dealer Manager, MD and the Partnership for
any legal or other expenses reasonably incurred by any of them in connection
with investigating or defending any such action or claim. The agreement of
indemnity contained in this subsection (c) shall be in addition to any liability
which you may otherwise have and shall extend, upon the same terms and
conditions, to each partner of a Partnership and to each officer, director and
other person, if any, who controls either the Dealer Manager or MD.
(d) Within seven days after receipt by an indemnified party under
subsection (a), (b) or (c) above of notice of the commencement of any action,
that indemnified party shall, if a claim in respect thereof is to be made
against the indemnifying party under that subsection, notify the indemnifying
party in writing of the commencement thereof; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under that subsection. In case any such
action shall be brought against any indemnified party, and the indemnified party
shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in, and to the extent that
it shall wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof with counsel reasonably satisfactory to such
indemnified party, and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof and retention
of such counsel, the indemnifying party shall not be liable to such indemnified
party under such part for any legal or other expense subsequently incurred by
such indemnified party in connection with the defense thereof other than
reasonable costs of investigation unless (i) the employment by the indemnified
party of separate counsel shall have been authorized in writing in advance by an
indemnifying party in connection with the defense of such action, (ii) the
indemnifying parties shall not have employed counsel to have charge of the
defense of such action, (iii) such indemnified party shall have reasonably
concluded that there may be one or more defenses available to it which are
different from or additional to those available to one or more of the
indemnifying parties, or (iv) such indemnified party shall have concluded that
there is any material conflict of interest such that representation of the
indemnifying party and the indemnified party would not be in the best interests
of the indemnified party. Notwithstanding anything to the contrary in this
Section 9, the indemnifying party shall not be liable for any settlement of a
claim or action without its written consent.
(e) To provide for just and equitable contribution in any action in which a
claim for indemnification is made pursuant to this Section 9, but when it is
judicially determined (by the entry of a final judgment or decree by a court of
competent jurisdiction and the expiration of time to appeal or the denial of the
last appeal) that indemnification may not be enforced in that case
notwithstanding that this Section 9 provides for indemnification in that case,
all the parties hereto shall contribute to the aggregate losses, claims, damages
or liabilities to which they may be subject (after contribution from others) in
such proportion so that you are responsible for the portion represented by the
percentage that the sales commissions and marketing fees received by you bears
to the gross proceeds of the offering of the Interests, and so that the related
Partnership (to the extent permitted by subsection (b) of this Section 9) the
Dealer Manager and MD are responsible for the remaining portion; provided,
however, that no person found guilty (by the entry of a final judgment or decree
by a court of competent jurisdiction) of a fraudulent misrepresentation (within
the meaning of Section 11(f) of the Act) shall be entitled to contribution from
any person who is not similarly found guilty of such fraudulent
misrepresentation. This subsection (e) shall not be operative as to you to the
extent that the Partnership, the Dealer Manager or MD or any person who controls
the Partnership, the Dealer Manager or MD within the meaning of the Act is
entitled to receive or has received indemnification under this Section 9.
Section 10. Representations, Warranties and Agreements to Survive Delivery.
All representations, warranties and agreements contained in this Agreement or
contained in certificates delivered pursuant to this Agreement will remain
operative and in full force and effect, regardless of any investigation made by
or on behalf of you, the Dealer Manager or MD, and will survive the Closing.
Section 11. Notices. All communications hereunder shall be in writing and,
if sent to you, will be mailed, delivered or telegraphed and confirmed to you at
the address set forth on the signature page hereof, or if sent to Dealer
Manager, MD or the Partnership will be mailed, delivered or telegraphed and
confirmed to the Dealer Manager, MD or the Partnership at:
Xxxxxxxxx Development 06-07 Drilling Program
Soliciting Dealer Agreement
_____________, 2006
Page 15
Xxxxxxxxx Securities, Inc.
Xxxxxxxxx Development Corporation
0000 X. Xxxxxxxx
Xxxxx, Xxxxx 00000
Attention: Xxxxxxx X. Xxxxxxx
with a copy to:
Xxxxxx & Xxxxxx L.L.P.
0000 Xxxxxxxx Xxxx Xxxxxx
0000 Xxxx Xxxxxx
Xxxxxx, Xxxxx 00000-0000
Attention: A. Xxxxxxx Xxxxx
Section 12. Parties. This Agreement will inure to the benefit of and be
binding upon you, the Dealer Manager, MD, the Partnership and your and their
respective successors, heirs and representatives. This Agreement and its
conditions and provisions are intended to be and are for the sole and exclusive
benefit of the parties to it and their respective successors, heirs and
representatives and not for the benefit of any other person, firm or corporation
unless otherwise expressly stated.
Section 13. Governing Law. This Agreement shall be governed by and
construed under the laws of the State of Texas.
Section 14. Modifications. No provision of this Agreement may be changed or
terminated except by a writing signed by the party or parties to be charged
therewith.
Section 15. Waiver. Any party to this Agreement may waive compliance by any
other party with any of the terms, provisions and conditions set forth in this
Agreement; provided, however, that any such waiver must be in a writing
specifically setting forth the provisions of this Agreement waived thereby.
Section 16. Entire Agreement. This Agreement contains the entire agreement
among the parties to it and is intended to supersede any and all prior
agreements among those parties relating to the same subject matter.
Section 17. Invalidity. In the event any provision of this Agreement shall
be held to be invalid in any circumstance, that invalidity shall not affect any
other provision of this Agreement.
Section 18. Counterparts. This Agreement may be executed simultaneously in
several counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.
Section 19. Assignment. No party may assign its rights or obligations under
this Agreement without the prior written consent of each other party hereto,
except that MD may assign its rights and obligations under this Agreement in
connection with a merger, consolidation, reorganization or other similar
transaction.
Xxxxxxxxx Development 06-07 Drilling Program
Soliciting Dealer Agreement
_____________, 2006
Page 16
If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to us a counterpart hereof, whereupon this instrument,
along with all counterparts, will become a binding agreement among you, the
Dealer Manager, MD and the Partnership, all in accordance with its terms.
Sincerely,
XXXXXXXXX DEVELOPMENT CORPORATION
By:
------------------------------------
Its:
-----------------------------------
XXXXXXXXX ENERGY PARTNERS 06-A, L.P.
DRILLING PROGRAM
By: Xxxxxxxxx Development Corporation
Managing General Partner
By:
------------------------------------
Its:
-----------------------------------
XXXXXXXXX ENERGY PARTNERS 07-A, L.P.
DRILLING PROGRAM
By: Xxxxxxxxx Development Corporation
Managing General Partner
By:
------------------------------------
Its:
-----------------------------------
XXXXXXXXX SECURITIES, INC.
By:
------------------------------------
Its:
-----------------------------------
Xxxxxxxxx Development 06-07 Drilling Program
Soliciting Dealer Agreement
_____________, 2006
Page 17
Confirmed, accepted and agreed to as
of the date first above written.
-------------------------------------
a corporation incorporated under the
laws of the State of
----------------
By:
---------------------------------
Name:
-------------------------------
Title:
------------------------------
Address for Notice:
-------------------------------------
-------------------------------------
-------------------------------------
Copy to:
-------------------------------------
-------------------------------------
-------------------------------------
