CERTIFICATE AND AGREEMENT OF LIMITED PARTNERSHIP FOR DGOC SERIES 18(B), L.P.Certificate and Agreement • September 8th, 2017 • DGOC Series 18B 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, these parties sometimes referred to as “Investor General Partners.”
DISTRIBUTION AGREEMENTDistribution Agreement • September 8th, 2017 • DGOC Series 18B LP
This DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of , 2017, by and between Atlas Resources Public #18-2009(B) L.P., a Delaware limited partnership (“Atlas LP”), and Atlas Resources LLC, a Pennsylvania limited liability company (“Titan”).
PARTIAL ASSIGNMENT AGREEMENTPartial Assignment Agreement • September 8th, 2017 • DGOC Series 18B 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.
ASSIGNMENT OF EQUITY INTERESTSAssignment of Equity Interests • September 8th, 2017 • DGOC Series 18B 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 18B LP
This PARTIAL ASSIGNMENT AGREEMENT (the “Assignment”) is made and entered into as of , 2017, by and between Atlas Resources Public #18-2009(B) L.P., a Delaware limited partnership (“Assignor”) and DGOC Series 18(B), L.P., a Delaware limited partnership (“Assignee”).
CONTRIBUTION AGREEMENTContribution Agreement • September 8th, 2017 • DGOC Series 18B 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”).
CONTRIBUTION AGREEMENTContribution Agreement • September 8th, 2017 • DGOC Series 18B 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(B) L.P., a Delaware limited partnership (“Atlas LP”), and DGOC Series 18(B), L.P., a Delaware limited partnership (“DGOC LP”).
TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 8th, 2017 • DGOC Series 18B LP • Texas
This TRANSITION SERVICES AGREEMENT (the “Agreement”) is entered into as of June 30, 2017 (the “Execution Date”), by and among Titan Energy Operating, LLC, a Delaware limited liability company (“Titan”) and Diversified Energy LLC, an Alabama limited liability company and Diversified Gas & Oil Corporation, a Delaware corporation (collectively, “Service Recipient”). Titan and Service Recipient are referred to collectively as the “Parties” and separately as a “Party”.
