LIMITED PARTNERSHIP AGREEMENTLimited Partnership Agreement • October 30th, 2017 • American Gas & Technology LP • Retail-auto dealers & gasoline stations • Oregon
This amended and restated Agreement of Limited Partnership (“Agreement”) made effective July 16, 2017 is made by and among LNG Management Services Inc., a corporation formed under the laws of the State of Oregon with offices at 1270 SE Monmouth Cutoff Rd., Dallas, OR 97338 as general partner and the undersigned as the initial limited partner, and each of the other persons (Limited Partners) who execute and deliver Limited Partner Subscription Agreements which have been accepted by the General Partner. The Limited Partners, together with any persons hereafter becoming limited partners hereof and excluding any person hereafter withdrawing from the limited partnership, and including the Initial Limited Partner, shall be referred to collectively as the Limited Partners, and, together with the General Partner, collectively as the Partners.
ASSIGNMENTAssignment Agreement • October 30th, 2017 • American Gas & Technology LP • Retail-auto dealers & gasoline stations
THIS ASSIGNMENT (the “Assignment”), dated as of June 30, 2016 (the “Effective Date”), is made by and between Raymon Tate (“Tate”), and American Gas & Technology LP, an Oregon limited partnership (“AG&T LP”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 30th, 2017 • American Gas & Technology LP • Retail-auto dealers & gasoline stations • Oregon
The securities offered hereby are highly speculative. Investing in limited partnership units of American Gas & Technology LP involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment. Furthermore, investors must understand that such investment could be illiquid for an indefinite period of time. No public market currently exists for the securities, and if a public market develops following this offering, it may not continue.
SECURED PROMISSORY NOTESecured Promissory Note • October 30th, 2017 • American Gas & Technology LP • Retail-auto dealers & gasoline stations • Oregon
This Secured Promissory Note (the “Note”) is being entered into by Tate Investment Properties LLC (“Borrower”), American Gas & Technology LP (the “Company” and Ospraie Partners LLC (the “Lender”) in conjunction with the Option Agreement, between Tate Investment Properties LLC, American Gas & Technology LP and Ospraie Partners LLC, dated as of the same date hereof (the “Option Agreement”). Capitalized terms used herein which are not otherwise defined will have the meaning given to such term in the Option Agreement.
OPTION AGREEMENTOption Agreement • October 30th, 2017 • American Gas & Technology LP • Retail-auto dealers & gasoline stations • New York
THIS OPTION AGREEMENT (this “Agreement”), is made and entered into as of July , 2017, by and among Ospraie Partners LLC (the “Buyer”), Tate Investment Properties LLC (“Owner”) and American Gas & Technology LP (the “Company”).
Transfer of Units of Tate Investment Properties, LLC To American Gas & Technology LPTransfer Agreement • October 30th, 2017 • American Gas & Technology LP • Retail-auto dealers & gasoline stations
