0001140361-10-042419 Sample Contracts

FORM OF LIMITED PARTNERSHIP AGREEMENT PDC 2002-C LIMITED PARTNERSHIP, A WEST VIRGINIA LIMITED PARTNERSHIP
Limited Partnership Agreement • October 27th, 2010 • PDC 2002 C LTD Partnership • Oil & gas field exploration services

This LIMITED PARTNERSHIP AGREEMENT (the "Agreement") is made as of this 12th day of November, 2002 by and among Petroleum Development Corporation, a Nevada corporation, as managing general partner (the "Managing General Partner"), Steven R. Williams, a resident of West Virginia, as the Initial Limited Partner, and the Persons whose names are set forth on Exhibit A attached hereto, as additional general partners (the "Additional General Partners") or as limited partners (the "Limited Partners" and, collectively with Additional General Partners, the "Investor Partners"), pursuant to the provisions of the West Virginia Uniform Limited Partnership Act (the "Act''), on the following terms and conditions:

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DRILLING AND OPERATING AGREEMENT
Drilling and Operating Agreement • October 27th, 2010 • PDC 2002 C LTD Partnership • Oil & gas field exploration services

This Agreement is entered into by and between PDC 2002-C Limited Partnership, hereinafter designated and referred to as the "Partnership", and Petroleum Development Corporation, hereinafter referred to and designated as "PDC".

ASSIGNMENT OF WORKING INTEREST
Assignment of Working Interest • October 27th, 2010 • PDC 2002 C LTD Partnership • Oil & gas field exploration services

This Assignment made this 21st day of November, 2002 from PETROLEUM DEVELOPMENT CORPORATION, a Nevada Corporation, (herein called "Assignor") to 2002-C, Limited Partnership, (herein called "Assignee");

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