CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP FOR DGOC SERIES 18(C), L.P.Limited Partnership Agreement • September 8th, 2017 • DGOC Series 18C LP • Delaware
THIS CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP (“AGREEMENT”) is made and entered into as of the date set forth below, by and among Atlas Resources, LLC, referred to as “Atlas” or the “Managing General Partner,” and the remaining parties from time to time signing a Subscription Agreement for Limited Partner Units, these parties sometimes referred to as “Limited Partners,” or for Investor General Partner Units, the parties sometimes referred to as “Investor General Partners.”
FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • September 8th, 2017 • DGOC Series 18C LP • Texas
This First Amendment to the Purchase and Sale Agreement (this “Amendment”) is made and entered into effective as of June 30, 2017, by and among Atlas Energy Tennessee, LLC, Atlas Pipeline Tennessee, LLC, Atlas Noble, LLC, Viking Resources, LLC, Resource Energy, LLC, Atlas Resources, LLC, REI-NY, LLC, Resource Well Services, LLC, Atlas Energy Ohio, LLC and Atlas Energy Group, LLC (collectively, “Original Sellers”), Diversified Energy LLC (“Buyer”) and Atlas Resource Partners Holdings, LLC (“ARPH”).
CONTRIBUTION AGREEMENTContribution Agreement • September 8th, 2017 • DGOC Series 18C LP
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of , 2017 (the “Effective Date”), by and between Atlas Resources Public #18-2009(C) L.P., a Delaware limited partnership (“Atlas LP”), and DGOC Series 18(C), L.P., a Delaware limited partnership (“DGOC LP”).
DISTRIBUTION AGREEMENTDistribution Agreement • September 8th, 2017 • DGOC Series 18C LP
This DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of , 2017, by and between Atlas Resources Public #18-2009(C) L.P., a Delaware limited partnership (“Atlas LP”), and Atlas Resources, LLC, a Pennsylvania limited liability company (“Titan”).
ASSIGNMENT OF EQUITY INTERESTSAssignment of Equity Interests • September 8th, 2017 • DGOC Series 18C LP • Texas
THIS ASSIGNMENT OF EQUITY INTERESTS (the “Assignment”) is made and entered into as of the day of , 2017 (the “Effective Date”), by and between Atlas Resources, LLC, a Pennsylvania limited liability company, (“Assignor”) and Diversified Energy LLC, an Alabama limited liability company (the “Assignee”).
PARTIAL ASSIGNMENT AGREEMENTPartial Assignment Agreement • September 8th, 2017 • DGOC Series 18C LP
This PARTIAL ASSIGNMENT AGREEMENT (the “Assignment”) is made and entered into as of , 2017, by and between Atlas Resources, LLC, a Pennsylvania limited liability company (“Assignor”), on the one hand, and Atlas Energy Tennessee, LLC, a Pennsylvania limited liability company (“Atlas Tennessee”), and Diversified Oil & Gas, LLC, an Alabama limited liability company (“Diversified O&G”, and together with Atlas Tennessee, the “Assignees”), on the other hand.
CONTRIBUTION AGREEMENTContribution Agreement • September 8th, 2017 • DGOC Series 18C LP
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of , 2017, by and between Atlas Resources, LLC, a Pennsylvania limited liability company (“Titan”) and DGOC Partnership Holdings II, LLC, a Delaware limited liability company (“DGOC LLC”).
PARTIAL ASSIGNMENT AGREEMENTPartial Assignment Agreement • September 8th, 2017 • DGOC Series 18C LP
This PARTIAL ASSIGNMENT AGREEMENT (the “Assignment”) is made and entered into as of , 2017, by and between Atlas Resources Public #18-2009(C) L.P., a Delaware limited partnership (“Assignor”) and DGOC Series 18(C), L.P., a Delaware limited partnership (“Assignee”).
