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.
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.
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, LPAmerican Energy Capital Partners, LP • June 20th, 2014 • 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:
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.
