0001102946-08-000046 Sample Contracts

OFFER TO PURCHASE FOR CASH 300 UNITS OF LIMITED PARTNERSHIP INTEREST OF ATLAS AMERICA PUBLIC #9 LTD. AT $2,700 PER UNIT by: SCM Special Fund, LLC, MPF Badger Acquisition Co., LLC, MPF DeWaay Premier Fund 4, LLC, Sutter Opportunity Fund 4, LLC, MPF...
Offer to Purchase • June 3rd, 2008 • Mackenzie Patterson Fuller, Lp

The Purchasers hereby seek to acquire 300 Units of limited partnership interest (the “Units”) in ATLAS AMERICA PUBLIC #9 LTD. (the “Partnership”). The Purchasers are not affiliated with the Partnership or its general partner. The general partner of the Partnership is Atlas Resources, LLC (the “General Partner”). The Purchasers hereby offer to purchase 300 Units at a purchase price equal to $2,700 per Unit, less the amount of any distributions declared or made with respect to the Units between June 3, 2008 and July 18, 2008, or such other date to which this offer may be extended (the “Expiration Date”), in cash, without interest, upon the terms and subject to the conditions set forth in this offer to purchase (the “Offer to Purchase”) and in the related Letter of Transmittal, as each may be supplemented or amended from time to time (which together constitute the “Offer”). As noted above, the Offer price would be subject to reduction for distributions made or declared prior to the Expira

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