ESCROW AGREEMENT ATLAS RESOURCES PUBLIC #19-2010(B) L.P.
Exhibit
10.2
ATLAS RESOURCES PUBLIC
#19-2010(B) L.P.
ATLAS
RESOURCES PUBLIC #19-2010(B) L.P.
THIS AGREEMENT (the
“Agreement”) is effective as of ______________, 2010, by and among Atlas
Resources, LLC, a Pennsylvania limited liability company (the “Managing General
Partner”), Anthem Securities, Inc., a Pennsylvania corporation (“Anthem” or the
“Dealer-Manager”), Atlas Resources Public #19-2010(B) L.P., a Delaware limited
partnership (the “Partnership”) and ▇▇▇▇▇ Fargo Bank, N.A., as escrow agent (the
“Escrow Agent”).
WITNESSETH:
WHEREAS, the Managing General
Partner intends to offer publicly for sale to qualified investors (the
“Investors”) up to __________ investor general partner interests and up to
_______ limited partner interests in the Partnership (the “Units”).
WHEREAS, each Investor will be
required to pay his subscription in full on subscribing by check or wire (the
“Subscription Proceeds”).
WHEREAS, the cost per Unit
will be $10,000 subject to certain discounts of up to 9.5% ($950 per Unit) for
sales to the Managing General Partner, its officers, directors and affiliates,
registered investment advisors and their clients, Selling Agents and their
registered representatives and principals, and investors who buy Units through
the officers and directors of the Managing General Partner. Larger
subscriptions are permitted in $1,000 increments.
WHEREAS, the Managing General
Partner and Anthem have executed an agreement (“Anthem Dealer-Manager
Agreement”) under which Anthem will solicit subscriptions for Units in all
states on a “best efforts” “all or none” basis for Subscription Proceeds of
$2,000,000 and on a “best efforts” basis for the remaining Units on behalf of
the Managing General Partner and the Partnership and under which Anthem has been
authorized to select certain members in good standing of the Financial Industry
Regulatory Authority (“FINRA”), previously known as the National Association of
Securities Dealers, Inc., to participate in the offering of the Units (“Selling
Agents”).
WHEREAS, the Anthem
Dealer-Manager Agreement, the “Dealer-Manager Agreement,” provides for
compensation to the Dealer-Manager to participate in the offering of the Units,
subject to the discounts set forth above for certain Investors, which
compensation includes, but is not limited to, for each Unit sold:
|
|
·
|
a
2.5% Dealer-Manager fee; and
|
|
|
·
|
a
7% sales commission;
|
all or a
portion of which will be reallowed to the Selling Agents and
wholesalers.
WHEREAS, under the terms of
the Dealer-Manager Agreement the Subscription Proceeds are required to be held
in escrow subject to the receipt and acceptance by the Managing General Partner
of the minimum Subscription Proceeds of $2,000,000, excluding any optional
subscription by the Managing General Partner, its officers, directors, and
Affiliates.
WHEREAS, the Units may also be
offered and sold by the officers and directors of the Managing General Partner
without receiving a sales commission or other compensation on their
sales.
1
WHEREAS, no subscriptions to
the Partnership will be accepted after the “Offering Termination Date,” which is
the first to occur of either:
|
|
·
|
receipt
of the remaining Subscription Proceeds of $_____________;
or
|
|
|
·
|
December
31, 2010.
|
WHEREAS, to facilitate
compliance with the terms of the Dealer-Manager Agreement and Rule 15c2-4
adopted under the Securities Exchange Act of 1934, the Managing General Partner
and the Dealer-Manager desire to have the Subscription Proceeds deposited with
the Escrow Agent and the Escrow Agent agrees to hold the Subscription Proceeds
under the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in
consideration of the mutual covenants and conditions contained in this
Agreement, the parties to this Agreement, intending to be legally bound, agree
as follows:
|
1.
|
Appointment of Escrow
Agent. The Managing General Partner, the Partnership,
and the Dealer-Manager appoint the Escrow Agent as the escrow agent to
receive and to hold the Subscription Proceeds deposited with the Escrow
Agent by the Dealer-Manager and the Managing General Partner under this
Agreement, and the Escrow Agent agrees to serve in this capacity during
the term and based on the provisions of this
Agreement.
|
|
2.
|
Deposit of Subscription
Proceeds. Pending receipt of the minimum Subscription
Proceeds of $2,000,000, the Dealer-Manager and the Managing General
Partner shall deposit the Subscription Proceeds of each Investor to whom
they sell Units with the Escrow Agent and shall deliver to the Escrow
Agent a copy of the “Subscription Agreement,” which is the execution and
subscription instrument signed by the Investor to evidence his agreement
to purchase Units in the Partnership. In this regard, the
Selling Agents shall promptly transmit any and all checks received by them
from Investors and the original executed Subscription Agreement to the
Dealer-Manager by noon of the next business day following receipt of the
check by them. By noon of the next business day following the
Dealer-Manager’s receipt of the check and the original executed
subscription documents, the Dealer-Manager shall transmit the check and a
copy of the executed Subscription Agreement to the Escrow
Agent.
|
Payment
for each subscription for Units shall be in the form of a check or wire made
payable to the Escrow Agent as follows: “▇▇▇▇▇ Fargo Bank, N.A., Escrow Agent,
Atlas Resources Public #19-2010(B) L.P.,” pending receipt of the Partnership’s
minimum Subscription Proceeds of $2,000,000. The Escrow Agent shall
hold the Subscription Proceeds in a separate account (the “Escrow
Account”).
|
3.
|
Investment of Subscription
Proceeds; Tax.
|
|
|
(a)
|
The
Subscription Proceeds shall be invested as directed in writing by the
Managing General Partner, in any of the following: bank savings accounts,
bank money market accounts, short-term certificates of deposit issued by a
bank, or short-term securities issued or guaranteed by the United States
government. In the absence of complete written instructions
from the Managing General Partner, the Subscription Proceeds shall be
deposited and invested in the ▇▇▇▇▇ Fargo Money Market Deposit Account,
which is further described herein on Appendix I. The Managing
General Partner confirms that it has read and understands Appendix
I. The interest earned shall be added to the Subscription
Proceeds and disbursed in accordance with the provisions of Paragraph 4 or
5 of this Agreement, as the case may be. The Escrow Agent shall
have no responsibility or liability for any loss which may result from any
investment or sale of investment made pursuant to
this Agreement. The parties hereto acknowledge that the
Escrow Agent is not providing investment supervision, recommendations, or
advice.
|
2
|
|
(b)
|
For
tax reporting purposes, all interest or other taxable income earned on the
Subscription Proceeds in any tax year shall be taxable to the
Partnership.
|
|
|
(c)
|
Upon
or before the execution of this Agreement, the parties hereto shall
provide the Escrow Agent with certified tax identification numbers by
furnishing appropriate IRS forms W-9 or W-8 and other forms and documents
that the Escrow Agent may reasonably request. The parties
hereto understand that if such tax reporting documentation is not so
certified to the Escrow Agent, the Escrow Agent may be required by the
Internal Revenue Code of 1986, as amended, to withhold a portion of any
interest or other income earned on the Subscription Proceeds pursuant to
this Agreement. The Managing General Partner shall also provide
tax reporting documentation for the Investors as the Escrow Agent may
reasonably request, should the Escrow Agent be required to disburse
Subscription Proceeds or income on Subscription Proceeds back to the
Investors.
|
|
4.
|
Distribution of Subscription
Proceeds.
|
|
|
(a)
|
If
the Escrow Agent:
|
|
|
(i)
|
receives
proper written notice from an authorized officer of the Managing General
Partner that at least the minimum Subscription Proceeds of $2,000,000 have
been received, deposited with the Escrow Agent and accepted by the
Managing General Partner (a “Distribution of Subscription Proceeds
Notice”); and
|
|
|
(ii)
|
determines
that Subscription Proceeds for at least $2,000,000 are Distributable
Subscription Proceeds (as defined
below);
|
the
Escrow Agent shall promptly release and distribute to the Managing General
Partner the Distributable Subscription Proceeds plus any interest paid and
investment income earned on the Subscription Proceeds while held by the Escrow
Agent in the Escrow Account. For purposes of this Agreement,
“Distributable Subscription Proceeds” are Subscription Proceeds which have been
deposited in the Escrow Account (1) by wire transfer; and (2) by check, but in
the case of checks only at the time that enough time has passed to permit
payments to have returned unpaid by the bank on which the check was
drawn.
|
|
(b)
|
Following
the distribution under Section 4(a), any remaining Subscription Proceeds,
plus any interest paid and investment income earned on the Subscription
Proceeds while held by the Escrow Agent in the Escrow Account, shall be
released and distributed to the Managing General Partner by the Escrow
Agent promptly after the Subscription Proceeds become Distributable
Subscription Proceeds after a one business day period from the date of
deposit.
|
|
|
(c)
|
Escrow
Agent shall have no duty to make any disbursement, investment or other use
of Subscription Proceeds until and unless it has good and collected funds.
In the event that any checks deposited in the Escrow Account are returned
or prove uncollectible after the funds represented thereby have been
released by the Escrow Agent, then the Managing General Partner shall
promptly reimburse the Escrow Agent for any and all costs incurred for
such, upon request, and the Escrow Agent shall deliver the returned checks
directly to the Investor. The Escrow Agent shall be under no
duty or responsibility to enforce collection of any check delivered to it
hereunder.
|
|
5.
|
Separate Partnership
Account. During the continuation of the offering after
the Partnership is funded with cleared Subscription Proceeds of at least
$2,000,000 and the Escrow Agent receives the notice described in Paragraph
4 of this Agreement, and before the Offering Termination Date, any
additional Subscription Proceeds may be deposited by the Dealer-Manager
and the Managing General Partner directly in a separate Partnership
account which shall not be subject to the terms of this
Agreement.
|
3
|
6.
|
Subscriptions of Pennsylvania Investors.
Notwithstanding any other provision of this Agreement to the
contrary:
|
|
|
(a)
|
The
Escrow Agent shall deposit Subscription Proceeds from Pennsylvania
Investors into a separate fund (“Pennsylvania Escrow Fund”) within the
Escrow Account to be held in escrow pursuant to this Agreement for up to
120 calendar days after the Subscription Proceeds of the first
Pennsylvania Investor are received by the Escrow Agent. The
Pennsylvania Escrow Fund shall be automatically renewed for additional 120
calendar day periods during the term of this Agreement. Funds shall be
promptly released from the Pennsylvania Escrow Fund and distributed to the
Managing General Partner in the same manner as described in Paragraph 4
with respect to the Escrow Fund when Escrow Agent receives a Distribution
of Subscription Proceeds Notice from an authorized officer of the Managing
General Partner that the total of all Subscription
Proceeds received and accepted by the Managing General Partner, including
Subscription Proceeds from Pennsylvania Investors and all other
Subscription Proceeds (including the minimum Subscription Proceeds of
$2,000,000), total $______________ or more, and directing the Escrow Agent
to make such distributions to the Managing General
Partner.
|
The
parties agree that the Dealer-Manager and the Managing General Partner will
specifically identify subscriptions of Pennsylvania Investors to the Escrow
Agent by written notice(s) which shall be provided to Escrow Agent so that such
notice is received by Escrow Agent prior to submission to Escrow Agent of
Pennsylvania Subscription Proceeds by way of either wire transfer or
check. Upon receipt of each such written notice, the Escrow Agent
will not commingle those subscriptions with subscriptions of residents of other
states but rather will hold such Pennsylvania Subscription Proceeds in the
Pennsylvania Escrow Fund in the Escrow Account. Any interest and
investment income earned on such Pennsylvania Subscription Proceeds shall also
be held in the Pennsylvania Escrow Fund.
|
|
(b)
|
If
total Subscription Proceeds, including Subscription Proceeds received from
Pennsylvania Investors, of at least $______________ have not been received
and accepted by the Managing General Partner at the end of the first 120
day escrow period, the Partnership must notify the Pennsylvania Investors
in writing by certified mail or any other means whereby a receipt of
delivery is obtained within ten (10) calendar days after the end of the
escrow period that they have a right to have their Subscription Proceeds
returned to them, together with any interest earned thereon and without
deduction for any fees. If a Pennsylvania Investor requests the
return of the Investor’s Subscription Proceeds within ten (10) calendar
days after receipt of notification, the Managing General Partner must
return the Pennsylvania Investor’s Subscription Proceeds within 15 days
after the Managing General Partner’s receipt of the Pennsylvania
Investor’s request, and the Managing General Partner will promptly direct
the Escrow Agent in a signed writing to return the Pennsylvania Investor’s
Subscription Proceeds, plus any interest paid and investment income earned
on the Pennsylvania Investor’s Subscription Proceeds while held by the
Escrow Agent in the Pennsylvania Escrow Fund, directly to the Pennsylvania
Investor. Upon receipt of such signed, written direction from
the Managing General Partner, the Escrow Agent shall disburse such amount
to the Investor within three (3) Business Days after the Escrow Agent’s
receipt of such Managing General Partner’s written
direction. If the Pennsylvania Investor does not timely request
the return of the Investor’s Subscription Proceeds, then the Investor’s
Subscription Proceeds will continue to be held in the Pennsylvania Escrow
Fund within the Escrow Account for another 120 day period, as described in
Paragraph 6(a), under the terms and conditions of this Agreement and this
Paragraph 6 shall again apply to the Pennsylvania Investor’s Subscription
Proceeds.
|
4
|
7.
|
Distributions to
Subscribers.
|
|
|
(a)
|
If
the Partnership is not funded as contemplated because less than the
minimum Subscription Proceeds of $2,000,000 have been received and
accepted by the Managing General Partner by twelve (12:00) p.m. (noon),
local time, Eastern Standard Time on the Offering Termination Date, or for
any other reason, then the Managing General Partner shall notify the
Escrow Agent that the minimum Subscription Proceeds of $2,000,000 has not
been met, and the Escrow Agent promptly shall distribute to each Investor,
for which Escrow Agent has a copy of the Subscription Agreement, a refund
check made payable to the Investor in an amount equal to the Subscription
Proceeds of the Investor, plus any interest paid or investment income
earned on the Investor’s Subscription Proceeds while held by the Escrow
Agent in the Escrow Account.
|
|
|
(b)
|
If
a subscription for Units submitted by an Investor is rejected by the
Managing General Partner for any reason after the Subscription Proceeds
relating to the subscription have been deposited with the Escrow Agent,
then the Managing General Partner promptly shall notify the Escrow Agent
in writing of the rejection, and the Escrow Agent shall promptly
distribute to the Investor for which Escrow Agent has a copy of a
Subscription Agreement, a refund check made payable to the Investor in an
amount equal to the Subscription Proceeds of the Investor, plus any
interest paid or investment income earned on the Investor’s Subscription
Proceeds while held by the Escrow Agent in the Escrow
Account.
|
|
8.
|
Compensation and Expenses of
Escrow Agent. The Managing General Partner shall be
solely responsible for and shall pay the compensation of the Escrow Agent
for its services under this Agreement, as provided in Appendix II to this
Agreement and made a part of this Agreement, and the charges, expenses
(including any reasonable attorneys’ fees), and other out-of-pocket
expenses incurred by the Escrow Agent in connection with the
administration of the provisions of this Agreement. The Escrow Agent shall
have no lien on the Subscription Proceeds deposited in the Escrow Account
unless and until the Partnership is funded with cleared Subscription
Proceeds of at least $2,000,000 and the Escrow Agent receives the proper
written notice described in Paragraph 4 of this Agreement, at which time
the Escrow Agent shall have, and is granted, a prior lien on any property,
cash, or assets held under this Agreement, with respect to its unpaid
compensation and nonreimbursed expenses, superior to the interests of any
other persons or entities.
|
|
9.
|
Duties of Escrow Agent.
The Escrow Agent shall not be obligated to accept any notice, make any
delivery, or take any other action under this Agreement unless the notice
or request or demand for delivery or other action is in writing and given
or made by the Managing General Partner or an authorized officer of the
Managing General Partner. In no event shall the Escrow Agent be
obligated to accept any notice, request, or demand from anyone other than
the Managing General Partner. Upon or before the execution of
this Agreement, the Managing General Partner shall deliver to the Escrow
Agent an authorized signers list in the form of Appendix III to this
Agreement.
|
|
10.
|
Limitation on Liability of Escrow
Agent.
|
|
|
(a)
|
The
Escrow Agent shall not be liable for any action taken or omitted by it
except to the extent that a court of competent jurisdiction determines
that the Escrow Agent’s gross negligence or willful misconduct was the
primary cause of loss.
|
|
|
(b)
|
IN
NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY
SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND
WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW
AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND
REGARDLESS OF THE FORM OF ACTION.
|
5
|
|
(c)
|
The
Escrow Agent’s duties and obligations under this Agreement shall be
entirely administrative and not discretionary. The Escrow Agent shall not
be liable to any party to this Agreement or to any third-party as a result
of any action or omission taken or made by the Escrow Agent in accordance
with this Agreement. The Escrow Agent is acting solely as escrow agent
hereunder and owes no duties, covenants or obligations, fiduciary or
otherwise, to any person by reason of this Agreement, except as otherwise
explicitly set forth in this Agreement, and no implied duties, covenants
or obligations, fiduciary or otherwise, shall be read into this Agreement
against the Escrow Agent.
|
|
|
(d)
|
The
Managing General Partner, Dealer-Manager and Partnership will jointly and
severally indemnify the Escrow Agent, defend and hold the Escrow Agent
harmless, and reimburse the Escrow Agent from, against and for, any and
all liabilities, claims, costs, fees and expenses (including reasonable
attorney’s fees) the Escrow Agent may suffer or incur by reason of its
execution and performance of this Agreement. If any legal
questions arise concerning the Escrow Agent’s duties and obligations under
this Agreement, then the Escrow Agent may consult with its counsel and
rely without liability on written opinions given to it by its
counsel. The provisions of this paragraph shall survive the
assignment or termination of this Agreement and the resignation or removal
of the Escrow Agent.
|
|
|
(e)
|
The
Escrow Agent shall be protected in acting on any written notice, request,
waiver, consent, authorization, or other paper or document which the
Escrow Agent, in good faith, believes to be genuine and what it purports
to be.
|
|
|
(f)
|
If
there is any disagreement between any of the parties to this Agreement, or
between them or any other person, resulting in adverse claims or demands
being made in connection with this Agreement, or if the Escrow Agent, in
good faith, is in doubt as to what action it should take under this
Agreement, then the Escrow Agent may, at its option, refuse to comply with
any claims or demands on it or refuse to take any other action under this
Agreement, until the Escrow Agent (i) receives a final non-appealable
order of a court of competent jurisdiction or a final non-appealable
arbitration decision directing delivery of the Subscription Proceeds, (ii)
receives a written agreement executed by each of the parties involved in
such disagreement or dispute directing delivery of the Subscription
Proceeds, in which event the Escrow Agent shall be authorized to disburse
the Subscription Proceeds in accordance with such final court order,
arbitration decision, or agreement, or (iii) files an interpleader action
in any court of competent jurisdiction, and upon the filing thereof, the
Escrow Agent shall be relieved of all liability as to the Subscription
Proceeds and shall be entitled to recover attorneys’ fees, expenses and
other costs incurred in commencing and maintaining any such interpleader
action. The Escrow Agent shall be entitled to act on any such
agreement, court order, or arbitration decision without further question,
inquiry, or consent.
|
|
|
(g)
|
No
provision of this Agreement shall require the Escrow Agent to risk or
advance its own funds or otherwise incur any financial liability or
potential financial liability in the performance of its duties or the
exercise of its rights hereunder.
|
|
|
(h)
|
The
parties agree that the Escrow Agent had no role in the preparation of the
Subscription Agreement, has not reviewed the Subscription Agreement, and
makes no representations or warranties with respect to the information
contained therein or omitted therefrom. The Escrow Agent has not reviewed
or approved any agreement or matter of background related to this
Agreement, other than this Agreement
itself.
|
6
|
11.
|
Resignation or Removal of
Escrow Agent. The Escrow Agent may resign as such after
giving thirty days’ prior written notice to the other parties to this
Agreement. Similarly, the Escrow Agent may be removed and
replaced after receiving thirty days’ prior joint written notice from the
other parties to this Agreement. In either event, the duties of
the Escrow Agent shall terminate thirty days after the date of the notice
(or as of an earlier date as may be mutually agreeable); and the Escrow
Agent shall then deliver the balance of the Subscription Proceeds (and any
interest paid or investment income earned thereon while held by the Escrow
Agent in the Escrow Account) in its possession to a successor escrow agent
appointed by the other parties to this Agreement as evidenced by a written
notice filed with the Escrow Agent.
|
If the
other parties to this Agreement are unable to agree on a successor escrow agent
or fail to appoint a successor escrow agent before the expiration of thirty days
following the date of the notice of the Escrow Agent’s resignation or removal,
then the Escrow Agent may petition any court of competent jurisdiction for the
appointment of a successor escrow agent or other appropriate
relief. Any resulting appointment shall be binding on all of the
parties to this Agreement.
On
acknowledgment by any successor escrow agent of the receipt of the then
remaining balance of the Subscription Proceeds (and any interest paid or
investment income earned thereon while held by the Escrow Agent in the Escrow
Account), the Escrow Agent shall be fully released and relieved of all duties,
responsibilities, and obligations under this Agreement.
|
12.
|
Termination. This
Agreement shall terminate and the Escrow Agent shall have no further
obligation with respect to this Agreement after the distribution of all
Subscription Proceeds (and any interest paid or investment income earned
thereon while held by the Escrow Agent in the Escrow Account) as
contemplated by this Agreement or on the written consent of all the
parties to this Agreement.
|
|
13.
|
Notice. Any
notices or instructions to be given under this Agreement shall be validly
given if set forth in writing and mailed by certified mail, return receipt
requested, or by facsimile with written confirmation of receipt (originals
to be followed in the mail), or by a nationally recognized overnight
courier, as follows:
|
If to the
Escrow Agent:
▇▇▇▇▇
Fargo Bank, N.A.
Four
Gateway Center, Suite 1400
▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇
▇▇▇▇▇▇
Phone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
7
If to the
Managing General Partner:
Atlas
Resources, LLC
Westpointe
Corporate Center One
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇.▇. ▇▇▇
▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇
▇. Black
Phone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
If to
Anthem:
Anthem
Securities, Inc.
Westpointe
Corporate Center One
▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇.▇. ▇▇▇
▇▇▇
▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇
Phone:
(▇▇▇) ▇▇▇-▇▇▇▇
Facsimile:
(▇▇▇) ▇▇▇-▇▇▇▇
Any party
may designate any other address to which notices and instructions shall be sent
by notice to all other parties hereto duly given in accordance with this
Agreement.
|
14.
|
Miscellaneous.
|
|
|
(a)
|
This
Agreement shall be governed by and construed in accordance with the laws
of the Commonwealth of
Pennsylvania.
|
|
|
(b)
|
This
Agreement shall be binding on and shall inure to the benefit of the
undersigned and their respective successors and
assigns.
|
|
|
(c)
|
This
Agreement may be executed in counterparts, each of which shall be deemed
an original, but all of which shall constitute the same
instrument.
|
|
15.
|
Acknowledgements. The
parties hereto acknowledge Escrow Agent has not reviewed and is not making
any recommendations with respect to the Units offered. During
the term of this Agreement, the Subscription Proceeds are not subject to
claims by creditors, by the Partnership, the Partnership’s affiliates, the
Escrow Agent, or by the Selling Agents until the proceeds have been
released to the Partnership pursuant to the terms of this
Agreement.
|
[Signature
page follows]
8
IN WITNESS WHEREOF, the
parties hereto have executed this Agreement to be effective as of the day and
year first above written.
|
▇▇▇▇▇
FARGO BANK, N.A.
|
||
|
as
Escrow Agent
|
||
|
By:
|
||
|
▇▇▇▇▇▇
▇▇▇▇▇▇, Vice President
|
||
|
ATLAS
RESOURCES, LLC
|
||
|
A
Pennsylvania limited liability company
|
||
|
By:
|
||
|
▇▇▇▇▇
▇. Black, Vice President – Partnership Administration
|
||
|
ANTHEM
SECURITIES, INC.
|
||
|
A
Pennsylvania corporation
|
||
|
By:
|
||
|
▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, President
|
||
|
ATLAS
RESOURCES PUBLIC #19-2010(B) L.P.
|
||
|
By:
|
ATLAS
RESOURCES, LLC
|
|
|
Managing
General Partner
|
||
|
By:
|
||
|
▇▇▇▇▇
▇. Black, Vice President – Partnership
Administration
|
||
9
APPENDIX
I TO ESCROW AGREEMENT
Agency
and Custody Account Direction
For
Cash Balances
▇▇▇▇▇
Fargo Money Market Deposit Accounts
Direction
to use the following ▇▇▇▇▇ Fargo Money Market Deposit Accounts for Cash Balances
for the escrow account or accounts (the “Account”) established under the Escrow
Agreement to which this Appendix I is attached.
In the
absence of written investment instructions, the Escrow Agent is hereby directed
to deposit, as indicated below, or as the Managing General Partner shall direct
further in writing from time to time, all cash in the Account(s) in the
following money market deposit account of ▇▇▇▇▇ Fargo Bank, National Association
(Bank):
▇▇▇▇▇
Fargo Money Market Deposit Account (MMDA)
Amounts
on deposit in the MMDA are insured, subject to the applicable rules and
regulations of the Federal Deposit Insurance Corporation (FDIC), in the basic
FDIC insurance amount of $100,000 per depositor, per insured bank. This includes
principal and accrued interest up to a total of $100,000. Note: On May 20, 2009,
FDIC deposit insurance temporarily increased from $100,000 to $250,000 per
depositor through December 31, 2013.
The
Managing General Partner has full power to direct investments of the
Account(s).
The
Managing General Partner may change this direction at any time and that it shall
continue in effect until revoked or modified by the Managing General Partner by
written notice to the Escrow Agent.
10
APPENDIX
II TO ESCROW AGREEMENT
Compensation for Services of
Escrow Agent
|
REVIEW
AND ACCEPTANCE FEE:
|
$
waived
|
For
providing initial review of the Escrow Agreement and all supporting documents
and for initial services associated with establishing the Escrow
Account. This is a one (1) time fee payable upon the opening of the
account.
|
I.
|
Annual
Administrative Fee Payable in Advance
|
$____________
|
|
(or
any portion thereof)
|
||
|
II.
|
Remittance
of checks returned to subscribers
|
|
|
(set
out in section 6 of the governing agreement)
|
||
|
III.
|
Wire
transfers
|
n/a
|
|
IV.
|
Purchase
or Sale of Securities
|
V.
Investments (document limits investment to a checking or savings account, or
certificates of deposit) such products offered by any ▇▇▇▇▇ Fargo Bank, N.A.
retail branch)- fees are subject to the type of account the Managing General
Partner directs the Escrow Agent to open and to be governed by the Escrow
Agreement.
EXTRAORDINARY
SERVICES:
For any
services other than those covered by the aforementioned, a special per hour
charge will be made commensurate with the character of the service, time
required and responsibility involved. Such services include but are
not limited to excessive administrative time, attendance at closings,
specialized reports, and record keeping, unusual certifications,
etc.
Managing
General Partner agrees to report all funds in accordance with appropriate tax
treatment.
FEE
SCHEDULE IS SUBJECT TO ANNUAL REVIEW AND/OR ADJUSTMENT UPON AMENDMENT
THERETO.
11
APPENDIX
III TO ESCROW AGREEMENT
CERTIFICATE
AS TO AUTHORIZED SIGNATURES
The
specimen signatures shown below are the specimen signatures of the individuals
who have been designated as authorized representatives of Atlas Resources, LLC
and are authorized to initiate and approve transactions of all types for the
escrow account or accounts established under the Escrow Agreement to which this
Appendix III is attached, on behalf of Managing General Partner.
|
Name
/ Title
|
Specimen
Signature
|
|
|
|
|
|
|
Name
|
Signature
|
|
|
Title
|
||
|
|
|
|
|
Name
|
Signature
|
|
|
|
||
|
Title
|
||
|
|
|
|
|
Name
|
Signature
|
|
|
|
||
|
Title
|
||
|
|
|
|
|
Name
|
Signature
|
|
|
|
||
|
Title
|
12