AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • May 20th, 2009 • Atlas Resources Public #18-2008 Program • Crude petroleum & natural gas • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of April 27, 2009 (this “Agreement”), is entered into by and among ATLAS ENERGY RESOURCES, LLC, a Delaware limited liability company (“ATN”), ATLAS AMERICA, INC., a Delaware corporation (“Parent”), ATLAS ENERGY MANAGEMENT, INC., a Delaware corporation (“Atlas Energy Management”), and, from and after its accession to this Agreement in accordance with Section 2.1(b), the Delaware limited liability company to be formed as a wholly owned subsidiary of Parent (“Merger Sub”).
FORMATION AND EXCHANGE AGREEMENTFormation and Exchange Agreement • May 20th, 2009 • Atlas Resources Public #18-2008 Program • Crude petroleum & natural gas • New York
This Formation and Exchange Agreement (the “Agreement”) is made and entered into as of March 31, 2009, by and between Williams Field Services Group, LLC, a Delaware limited liability company (“WFSG”), Williams Laurel Mountain, LLC, a Delaware limited liability company (“WFSG Sub,” and with WFSG, the “WFSG Parties”), Atlas Pipeline Partners, L.P., a Delaware limited partnership (“APL”), Atlas Pipeline Operating Partnership, L.P., a Delaware limited partnership (“APL Operating”) and APL Laurel Mountain, LLC, a Delaware limited liability company (“APL Sub,” and with APL and APL Operating, the “APL Parties”).
