ANTHEM SECURITIES, INC. DEALER-MANAGER AGREEMENT

Warrant Agreement

You are currently viewing:

This Warrant Agreement involves

ANTHEM SECURITIES, INC.

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: ANTHEM SECURITIES, INC. DEALER-MANAGER AGREEMENT
Governing Law: Pennsylvania Date: 8/9/2005

ANTHEM SECURITIES, INC. DEALER-MANAGER AGREEMENT, Parties: anthem securities inc.

<PAGE>

EXHIBIT 1(a)

ATLAS AMERICA PUBLIC #15-2005 PROGRAM

ANTHEM SECURITIES, INC.

DEALER-MANAGER AGREEMENT

<PAGE>

ANTHEM SECURITIES, INC.

DEALER-MANAGER AGREEMENT

TABLE OF CONTENTS

<TABLE>

PAGE

----

<S> <C>

1. Description of Program and Units..................................................1

2. Representations, Warranties and Agreements of the Managing General Partner........2

3. Grant of Authority to the Dealer-Manager..........................................3

4. Compensation and Fees.............................................................3

5. Covenants of the Managing General Partner.........................................6

6. Representations and Warranties of the Dealer-Manager..............................6

7. State Securities Registration....................................................11

8. Expense of Sale..................................................................11

9. Conditions of the Dealer-Manager's Duties........................................12

10. Conditions of the Managing General Partner's Duties..............................12

11. Indemnification..................................................................12

12. Representations and Agreements to Survive Delivery...............................13

13. Termination......................................................................13

14. Notices..........................................................................13

15. Format of Checks/Escrow Agent....................................................14

16. Transmittal Procedures...........................................................14

17. Parties..........................................................................15

18. Relationship.....................................................................15

19. Effective Date...................................................................15

20. Entire Agreement, Waiver.........................................................15

21. Governing Law....................................................................15

22. Complaints.......................................................................15

23. Privacy..........................................................................16

24. Anti-Money Laundering Provision..................................................16

25. Acceptance.......................................................................16

</TABLE>

Exhibit A - Form of Escrow Agreement

Exhibit B - Selling Agent Agreement

<PAGE>

ANTHEM SECURITIES, INC.

DEALER-MANAGER AGREEMENT

(Best Efforts)

Anthem Securities, Inc.

P.O. Box 926

Moon Township, Pennsylvania 15108-0926

RE: ATLAS AMERICA PUBLIC #15-2005 PROGRAM

Gentlemen:

The undersigned, Atlas Resources, Inc., which is referred to as the

"Managing General Partner," on behalf of Atlas America Public #15-2005 Program,

which is referred to as the "Program," is a series of up to three limited

partnerships formed under the Delaware Revised Uniform Limited Partnership Act

as described below. These limited partnerships are sometimes referred to in this

Agreement in the singular as a "Partnership" or in the plural as "Partnerships."

The Managing General Partner on behalf of the Partnerships hereby confirms its

agreement with you, as Dealer-Manager, as follows:

1. DESCRIPTION OF PROGRAM AND UNITS.

(a) The Managing General Partner, a Pennsylvania corporation, will

be the sole managing general partner of up to three limited

partnerships which will be named as follows:

(i) Atlas America Public #15-2005(A) L.P.;

(ii) Atlas America Public #15-2006(B) L.P.; and

(iii) Atlas America Public #15-2006(C) L.P.

On behalf of the Program and the Partnerships, a Registration

Statement on Form S-1 (Registration No. ______________) relating

to the offer and sale of the limited partner and investor

general partner interests in the Partnerships, which are

referred to as the "Units," was filed on August ___, 2005 with

the Securities and Exchange Commission (the "Commission") under

the Securities Act of 1933, as amended, which is referred to as

the "Act." The Registration Statement has been declared

effective by the Commission and the Partnerships and the Units

are described in the Prospectus that forms a part of the

Registration Statement. As used in this Agreement, the terms

"Prospectus" and "Registration Statement" refer solely to the

Prospectus and Registration Statement, as amended, described

above, except that:

(i) from and after the date on which any post-effective

amendment to the Registration Statement is declared

effective by the Commission, the term "Registration

Statement" shall refer to the Registration Statement as

amended by that post-effective amendment, and the term

"Prospectus" shall refer to the Prospectus then forming

a part of the Registration Statement; and

(ii) if the Prospectus filed by the Managing General Partner

pursuant to Rule 424(b) or (c) promulgated by the

Commission under the Act differs from the Prospectus on

file with

<PAGE>

the Commission at the time the Registration Statement or

any post-effective amendment thereto shall have become

effective, the term "Prospectus" shall refer to the

Prospectus filed pursuant thereto from and after the

date on which it was filed.

Terms defined in the Prospectus and not otherwise defined in

this Agreement shall have the meanings set forth in the

Prospectus.

(b) The Units will be sold at a price of $10,000 per Unit subject to

the discounts for certain investors set forth in Section 4(c) of

this Agreement for certain investors. Subject to the receipt and

acceptance by the Managing General Partner of the minimum

subscription proceeds of $2,000,000 in a Partnership by its

Offering Termination Date for each Partnership as described in

the Prospectus (the "Offering Termination Date"), the Managing

General Partner may break escrow and use the subscription

proceeds for the Partnership's drilling activities, which is

referred to as the "Initial Closing Date." Also, the maximum

subscription proceeds of all of the Partnerships, in the

aggregate, must not exceed the registered amount of

$150 million.

The Managing General Partner will notify you and the "Selling Agents,"

as defined below, of the Initial Closing Date and Offering Termination

Date for each Partnership.

2. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE MANAGING GENERAL

PARTNER. The Managing General Partner represents and warrants to and

agrees with you that:

(a) The Partnerships composing the Program have a currently

effective Registration Statement on Form S-1, including a final

Prospectus, for the registration of the Units under the Act as

described in Section 1 of this Agreement.

(b) The Managing General Partner shall provide to you for delivery

to all offerees and purchasers and their representatives the

information and documents that the Managing General Partner

deems appropriate to comply with the Act and applicable state

securities acts, which are referred to as the "Blue Sky" laws.

as set forth in the Agreement of Limited Partnership of each

Partnership, which is referred to as the "Partnership

Agreement," the form of which is included as Exhibit (A) to the

Prospectus, and subject only to the rights and obligations set

forth in the Partnership Agreement or imposed by the laws of the

state of formation of each Partnership or of any jurisdiction to

the laws of which each Partnership is subject.

(d) Each Partnership was duly formed under the laws of the State of

Delaware and is validly existing as a limited partnership in

good standing under the laws of Delaware with full power and

authority to own its properties and conduct its business as

described in the Prospectus. Each Partnership will be qualified

to do business as a limited partnership or similar entity

offering limited liability in those jurisdictions where the

Managing General Partner deems the qualification necessary to

assure limited liability of the limited partners.

This Agreement, when executed by you, will be a valid and

binding agreement of each Partnership and the Managing General

Partner, duly authorized, executed and delivered by them and

enforceable in accordance with its terms except as may be

limited by the effect of bankruptcy, insolvency, moratorium,

preferential or fraudulent conveyance or other laws or equitable

principles relating to or affecting the rights of creditors

generally, general principles of equity, and public policy

relating to claims for indemnification for securities laws

violations.

<PAGE>

(e) The Prospectus, as supplemented or amended, does not contain an

untrue statement of a material fact or omit to state any

material fact necessary in order to make the statements in the

Prospectus, in the light of the circumstances under which they

are made, not misleading.

3. GRANT OF AUTHORITY TO THE DEALER-MANAGER.

(a) Based on the representations and warranties contained in this

Agreement, and subject to the terms and conditions set forth in

this Agreement, the Managing General Partner appoints you as the

Dealer-Manager for the Partnerships and gives you the exclusive

right to solicit subscriptions for the Units on a "best efforts"

basis in all states during the offering period for each

Partnership as described in the Prospectus.

(b) You agree to use your best efforts to effect sales of the Units

and to form and manage a selling group composed of soliciting

broker/dealers, which are referred to as the "Selling Agents,"

each of which shall be a member of the National Association of

Securities Dealers, Inc., which is referred to as the "NASD,"

and shall enter into a "Selling Agent Agreement" in

substantially the form attached to this Agreement as

Exhibit "B."

after the receipt of an executed Selling Agent Agreement to

refuse that Selling Agent's participation.

4. COMPENSATION AND FEES.

(a) As Dealer-Manager you shall receive from the Managing General

Partner the following compensation, based on each Unit sold to

investors in a Partnership whose subscriptions for Units are

accepted by the Managing General Partner:

(i) a 2.5% Dealer-Manager fee;

(ii) a 7% Sales Commission;

(iii) a .5% accountable Reimbursement for Permissible Non-Cash

Compensation which, under Rule 2810 of the NASD Conduct

Rules, is composed of the following:

(A) training and education meetings for associated

persons of the Selling Agents meeting the

requirements set forth in Section 4(b), below;

(B) gifts that do not exceed $100 per year and are

not preconditioned on the achievement of a sales

target;

or the theater, or comparable entertainment

which is neither so frequent nor so extensive as

to raise any question of propriety and is not

preconditioned on achievement of a sales target;

and

(D) contributions to a non-cash compensation

arrangement between a Selling Agent and its

associated persons, provided that neither the

Managing General Partner, the Partnerships nor

you directly or indirectly participate in the

Selling Agent's organization of the permissible

non-cash compensation arrangement; and

(iv) an up to .5% reimbursement of the Selling Agents' bona

fide due diligence expenses.

<PAGE>

(b) All of the up to .5% reimbursement of the Selling Agents' bona

fide due diligence expenses shall be reallowed to the Selling

Agents, and all or a portion of the 7% Sales Commission and the

.5% Reimbursement for Permissible Non-Cash Compensation may be

reallowed to the Selling Agents as described in the Selling

Agent Agreement with each Selling Agent. All or a portion of the

remaining balance of the 2.5% Dealer-Manager fee may be

reallowed to the wholesalers as wholesaling fees for

subscriptions obtained through their efforts. However, you may

reduce the wholesaling fees by any reimbursements made by the

Managing General Partner or the Partnership for expenses which

are received by the wholesalers in connection with the Program

or expenses which are owed by the wholesalers to the Managing

General Partner or the Partnership in connection with the

Program and any salaries for the wholesalers in connection with

the Program.

You shall retain any of the 7% Sales Commission, the .5%

accountable Reimbursement for Permissible Non-Cash Compensation

and the 2.5% Dealer-Manager fee not reallowed to the Selling

Agents or the wholesalers. Any Dealer-Manager fee not reallowed

to the wholesalers, which may be used for such items as legal

fees associated with the underwriting and salaries of dual

employees of you and the Managing General Partner which are

required to be included in underwriting compensation under NASD

Conduct Rule 2810 as determined jointly by the Managing General

Partner and you.

You are responsible for ensuring that all non-cash compensation

arrangements comply with NASD Conduct Rule 2810. For example,

payments or reimbursements by you or the Managing General

Partner may be made in connection with meetings held by you or

the Managing General Partner for the purpose of training or

education of registered representatives of a Selling Agent, only

if the following conditions are met:

(i) the registered representative obtains his Selling

Agent's prior approval to attend the meeting and

attendance by the registered representative is not

conditioned by his Selling Agent on the achievement of a

sales target;

(ii) the location of the training and education meeting is

appropriate to the purpose of the meeting as defined in

NASD Conduct Rule 2810;

(iii) the payment or reimbursement is not applied to the

expenses of guests of the registered representative;

(iv) the payment or reimbursement by you or the Managing

General Partner is not conditioned by you or the

Managing General Partner on the achievement of a sales

target; and

(v) the recordkeeping requirements are met.

"Non-cash compensation" means any form of compensation received

in connection with the sale of the Units that is not cash

compensation, including but not limited to merchandise, gifts

and prizes, travel expenses, meals and lodging.

(i) the Managing General Partner, its officers, directors,

and affiliates, and investors who buy Units through the

officers and directors of the Managing General Partner

may subscribe to Units for a subscription price reduced

by the 2.5% Dealer-Manager fee, the 7% Sales Commission,

the .5% accountable Reimbursement for Permissible

Non-Cash

<PAGE>

Compensation, and the .5% reimbursement of the Selling

Agents' bona fide due diligence expenses, which shall

not be paid to you; and

(ii) registered investment advisors and their clients and

Selling Agents and their registered representatives and

principals may subscribe to Units for a subscription

price reduced by the 7% Sales Commission, which shall

not be paid to you, although their subscription price

shall not be reduced by the 2.5% Dealer-Manager fee, the

.5% accountable Reimbursement for Permissible Non-Cash

Compensation, and the up to .5% reimbursement of the

Selling Agents' bona fide due diligence expenses which

shall be paid to you.

No more than 5% of the total Units sold in the Partnerships

shall be sold, in the aggregate, with the discounts described

above.

(d) Pending receipt and acceptance by the Managing General Partner

of the minimum subscription proceeds of $2,000,000 in each

Partnership, excluding any optional subscription of the Managing

General Partner and its Affiliates and the subscription

discounts set forth in Section 4(c) of this Agreement, all

proceeds received by you from the sale of Units in each

Partnership shall be held in a separate interest bearing escrow

account as provided in Section 15 of this Agreement.

Unless at least the minimum subscription proceeds of $2,000,000

as described above are received on or before the Offering

Termination Date of a Partnership as described in Section 1 of

this Agreement, the offering of Units in that Partnership shall

be terminated, in which event:

(i) the 2.5% Dealer-Manager fee, the 7% Sales Commission,

the .5% accountable Reimbursement for Permissible

Non-Cash Compensation, and the up to .5% reimbursement

of the Selling Agents' bona fide due diligence expenses

set forth in Section 4(a) of this Agreement shall not be

payable to you;

(ii) all funds advanced by subscribers shall be returned to

them with interest earned; and

(iii) you shall deliver a termination letter in the form

provided to you by the Managing General Partner to each

of the subscribers and to each of the offerees

previously solicited by you and the Selling Agents in

connection with the offering of the Units.

(e) Except as otherwise provided below, the fees, reimbursements,

and Sales Commissions set forth in Section 4(a) of this

Agreement shall be paid to you within five business days after

the following:

(i) at least the minimum subscription proceeds of $2,000,000

as described above have been received by the respective

Partnership and accepted by the respective Partnership;

and

(ii) the subscription proceeds have been released from the

escrow account to the respective Partnership.

You shall reallow to the Selling Agents and the wholesalers

their respective fees, reimbursements, and Sales Commissions as

set forth in Section 4(b) of this Agreement.

Thereafter, your fees, reimbursements and Sales Commissions

shall be paid to you and shall be reallowed to the Selling

Agents and wholesalers as described above approximately every

two weeks until the Offering Termination Date for the respective

Partnership. All your remaining fees, reimbursements, and Sales

Commissions shall be paid to you by the Managing General

<PAGE>

Partner no later than fourteen business days after the Offering

Termination Date for the respective Partnership.

5. COVENANTS OF THE MANAGING GENERAL PARTNER. The Managing General Partner

covenants and agrees that:

(a) The Managing General Partner shall deliver to you ample copies

of the Prospectus and all amendments or supplements to the

Prospectus.

(b) If any event affecting a Partnership or the Managing General

Partner occurs that in the opinion of the Managing General

Partner should be set forth in a supplement or amendment to the

Prospectus, then the Managing General Partner shall promptly at

its expense prepare and furnish to you a sufficient number of

copies of a supplement or amendment to the Prospectus so that

it, as so supplemented or amended, will not contain an untrue

statement of a material fact or omit to state any material fact

necessary in order to make the statements in the Prospectus, in

the light of the circumstances under which they are made, not

misleading.

6. REPRESENTATIONS AND WARRANTIES OF THE DEALER-MANAGER. You, as the

Dealer-Manager, represent and warrant to the Managing General Partner

and the respective Partnership that:

(a) You are a corporation duly organized, validly existing and in

good standing under the laws of the state of your formation or

of any jurisdiction to the laws of which you are subject, with

all requisite power and authority to enter into this Agreement

and to carry out your obligations under this Agreement.

(b) This Agreement when accepted and approved by you shall be duly

authorized, executed, and delivered by you and shall be a valid

and binding agreement on your part in accordance with its terms.

Agreement and the Prospectus shall not result in the following:

(i) any breach of any of the terms or conditions of, or a

default under your Articles of Incorporation or Bylaws,

or any other indenture, agreement, or instrument to

which you are a party or by which you are bound; or

(ii) any violation of any order applicable to you of any

court or regulatory body or administrative agency having

jurisdiction over you or your affiliates.

(d) You are duly registered under the provisions of the Securities

Exchange Act of 1934, which is referred to as the "Act of 1934,"

as a broker or dealer, and you are a member in good standing of

the NASD. You are duly registered as a broker/dealer in the

states where you are required to be registered in order to carry

out your obligations as contemplated by this Agreement and the

Prospectus. You agree to maintain all the foregoing

registrations in good standing throughout the term of the offer

and sale of the Units in each Partnership, and you agree to

comply with all statutes and other requirements applicable to

you as a broker/dealer under those registrations.

(e) Pursuant to your appointment as Dealer-Manager, you shall use

your best efforts to exercise the supervision and control that

you deem necessary and appropriate to the activities of you and

the Selling Agents to comply with all the provisions of the Act,

insofar as the Act applies to your and their activities under

this Agreement. Further, you and the Selling Agents shall not

engage in any activity which would cause the offer and/or sale

of the Units not to comply with the Act, the

<PAGE>

Act of 1934, the applicable rules and regulations of the

Commission, the applicable state securities laws and

regulations, this Agreement, and the NASD Conduct Rules

including Rules 2420, 2730, 2740, 2750, and Rule 2810(b)(2) and

(b)(3), which provide as follows:

Sec. (b)(2)

SUITABILITY

(A) A member or person associated with a member

shall not underwrite or participate in a public

offering of a direct participation program

unless standards of suitability have been

established by the program for participants

therein and such standards are fully disclosed

in the prospectus and are consistent with the

provisions of subparagraph (B) of this section.

(B) In recommending to a participant the purchase,

sale or exchange of an interest in a direct

participation program, a member or person

associated with a member shall:

(i) have reasonable grounds to believe, on

the basis of information obtained from

the participant concerning his

investment objectives, other

investments, financial situation and

needs, and any other information known

by the member or associated person,

that:

(a) the participant is or will be in a

financial position appropriate to

enable him to realize to a

significant extent the benefits

described in the prospectus,

including the tax benefits where

they are a significant aspect of

the program;

(b) the participant has a fair market

net worth sufficient to sustain the

risks inherent in the program,

including loss of investment and

lack of liquidity; and

for the participant; and

(ii) maintain in the files of the member

documents disclosing the basis upon

which the determination of suitability

was reached as to each participant.

(A) and (B) hereof, no member shall execute any

transaction in a direct participation program in

a discretionary account without prior written

approval of the transaction by the customer.

Sec. (b)(3)

DISCLOSURE

(A) Prior to participating in a public offering of a

direct participation program, a member or person

associated with a member shall have reasonable

grounds to believe, based on information made

available to him by the sponsor through a

prospectus or other materials, that all

<PAGE>

material facts are adequately and accurately

disclosed and provide a basis for evaluating the

program.

(B) In determining the adequacy of disclosed facts

pursuant to subparagraph (A) hereof, a member or

person associated with a member shall obtain

information on material facts relating at a

minimum to the following, if relevant in view of

the nature of the program:

(i) items of compensation;

(ii) physical properties;

(iii) tax aspects;

(iv) financial stability and experience of

the sponsor;

(v) the program's conflicts and risk

factors; and

(vi) appraisals and other pertinent reports.

hereof, a member or person associated with a

member may rely upon the results of an inquiry

conducted by another member or members, provided

that:

(i) the member or person associated with a

member has reasonable grounds to believe

that such inquiry was conducted with due

care;

(ii) the results of the inquiry were provided

to the member or person associated with

a member with the consent of the member

or members conducting or directing the

inquiry; and

(iii) no member that participated in the

inquiry is a sponsor of the program or

an affiliate of such sponsor.

(D) Prior to executing a purchase transaction in a

direct participation program, a member or person

associated with a member shall inform the

prospective participant of all pertinent facts

relating to the liquidity and marketability of

the program during the term of investment.

You and the Selling Agents shall maintain records on the

information used to determine that the investment in the Units

is suitable and appropriate for each subscriber, and shall

maintain these records for at least six years after the Offering

Termination Date for the respective Partnership.

(f) You agree to advise the Managing General Partner in writing of

each jurisdiction in which you and the Selling Agents propose to

offer or sell the Units; and you shall not nor shall you permit

any Selling Agent to offer or sell the Units in any jurisdiction

until you have been advised in writing by the Managing General

Partner, or the Managing General Partner's special counsel, that

the offer or sale of the Units:

(i) has been qualified in the jurisdiction;

(ii) is exempt from the qualification requirements imposed by

the jurisdiction; or

<PAGE>

(iii) the qualification is otherwise not required.

(g) You and the Selling Agents have received copies of the

Prospectus relating to the Units and you and the Selling Agents

have relied only on the statements contained in the Prospectus

and not on any other statements whatsoever, either written or

oral, with respect to the details of the offering of Units.

You agree and shall require the Selling Agents to agree to

deliver a copy of the Prospectus to each subscriber to whom you

sell the Units at or before the completion of any sale of Units

to such subscriber (which sale shall be deemed, for the purposes

of this Agreement to occur on the date on which that subscriber

delivers subscription funds to the escrow agent), or earlier if

required by the Blue Sky or securities laws of any state. Unless

advised otherwise by the Managing General Partner, you and the

Selling Agents may choose to provide each offeree with the

following, which are collectively referred to as the "Sales

Literature":

(i) a flyer entitled "Atlas America Public #15-2005

Program";

(ii) an article entitled "Tax Rewards with Oil and Gas

Partnerships";

(iii) a brochure of tax scenarios entitled "How an Investment

in Atlas America Public #15-2005 Program Can Help

Achieve an Investor's Tax Objectives";

(iv) a brochure entitled "Investing in Atlas America Public

#15-2005 Program";

(v) a booklet entitled "Outline of Tax Consequences of Oil

and Gas Drilling Programs";

(vi) a brochure entitled "The Appalachian Basin: A Prime

Drilling Location Which Commands a Premium";

(vii) a brochure entitled "Investment Insights - Tax Time";

(viii) a brochure entitled "Frequently Asked Questions";

(ix) a brochure entitled "AMT - A Little History and Reducing

AMT through Natural Gas Partnerships";

(x) a brochure entitled "The Drilling Process"; and

(xi) possibly other supplementary materials.

Any such Sales Literature, if distributed, must have been

preceded or must be accompanied by the Prospectus.

(h) You and the Selling Agents agree that you and the Selling Agents

shall not place any advertisement or other solicitation with

respect to the Units (including without limitation any material

for use in any newspaper, magazine, radio or television

commercial, telephone recording, motion picture, or other public

media) without:

(i) the prior written approval of the Managing General

Partner; and

<PAGE>

(ii) the prior written approval of the form and content

thereof by the Commission, the NASD and the securities

authorities of the states where such advertisement or

solicitation is to be circulated.

Any such advertisements or solicitations shall be at your

expense.

(i) If a supplement or amendment to the Prospectus is prepared and

delivered to you by the Managing General Partner, you agree and

shall require any Selling Agent to agree as follows:

(i) to distribute each supplement or amendment to the

Prospectus to every person who has previously received a

copy of the Prospectus from you and/or the Selling

Agent; and

(ii) to include each supplement or amendment in all future

deliveries of any Prospectus.

(j) In connection with any offer or sale of the Units, you agree and

shall require any Selling Agent to agree to the following:

(i) to comply in all respects with statements set forth in

the Prospectus, the Partnership Agreement, and any

supplements or amendments to the Prospectus;

(ii) not to make any statement inconsistent with the

statements in the Prospectus, the Partnership Agreement,

and any supplements or amendments to the Prospectus;

(iii) not to make any untrue statement of a material fact or

omit to state a material fact necessary in order to make

statements made, in light of the circumstances under

which they were made, not misleading in connection with

the Partnerships, the Units or the offering; and

(iv) not to provide any written information, statements, or

sales materials other than the Prospectus, the Sales

Literature, and any supplements or amendments to the

Prospectus unless approved in writing by the Managing

General Partner.

(k) You agree to use your best efforts in the solicitation and sale

of the Units and to coordinate and supervise the efforts of the

Selling Agents, and you shall require any Selling Agent to agree

to use its best efforts in the solicitation and sale of the

Units, including that:

(i) the prospective purchasers meet the suitability

requirements set forth in the Prospectus, the

Subscription Agreement, and this Agreement; and

(ii) the prospective purchasers properly complete and execute

the Subscription Agreement, which has been provided as

Exhibit (I-B) to the Partnership Agreement, Exhibit (A)

of the Prospectus, together with any additional forms

provided in any supplement or amendment to the

Prospectus, or otherwise provided to you by the Managing

General Partner to be completed by prospective

purchasers.

The Managing General Partner shall have the right to reject any

subscription at any time for any reason without liability to it.

Subscription funds and executed Subscription Agreements shall be

transmitted as set forth in Section 16 of this Agreement.

(l) Although not anticipated, if you assist in any transfers of the

Units, then you shall comply, and you shall require any Selling

Agent to comply, with the requirements of Rule 2810(b)(2)(B) and

(b)(3)(D) of the NASD Conduct Rules.

<PAGE>

(m) You agree and covenant that:

(i) the representations and warranties you make in this

Agreement are and shall be true and correct at the

applicable closing date; and

(ii) you shall have fulfilled all your obligations under this

Agreement at the applicable closing date.

7. STATE SECURITIES REGISTRATION. Incident to the offer and sale of the

Units, the Managing General Partner shall use its best efforts either in

taking:

(a) all necessary action and filing all necessary forms and

documents deemed reasonable by it in order to qualify or

jurisdictions requested by you pursuant to Section 6(f) of this

Agreement; or

(b) any necessary action and filing any necessary forms deemed

reasonable by it in order to obtain an exemption from

qualification or registration in those jurisdictions.

Notwithstanding, the Managing General Partner may elect not to qualify

or register Units in any state or jurisdiction in which it deems the

qualification or registration is not warranted for any reason in its

sole discretion. The Managing General Partner and its counsel shall

inform you as to the states and jurisdictions in which the Units have

been qualified for sale or are exempt under the respective securities or

Blue Sky laws of those states and jurisdictions. The Managing General

Partner, however, has not assumed and will not assume any obligation or

responsibility as to your right or any Selling Agent's right to act as a

broker/dealer with respect to the Units in any state or jurisdiction.

The Managing General Partner shall provide to you and the Selling Agents

for delivery to all offerees and purchasers and their representatives

any additional information, documents, and instruments that the Managing

General Partner deems necessary to comply with the rules, regulations,

and judicial and administrative interpretations in those states and

jurisdictions for the offer and sale of the Units in those states.

The Managing General Partner shall file all post-offering forms,

documents, or materials and take all other actions required by the

states and jurisdictions in which the offer and sale of Units have been

qualified, registered, or are exempt. However, the Managing General

Partner shall not be required to take any action, make any filing, or

prepare any document necessary or required in connection with your

status or any Selling Agent's status as a broker/dealer under the laws

of any state or jurisdiction.

The Managing General Partner shall provide you with copies of all

applications, filings, correspondence, orders, other documents, or

instruments relating to any application for qualification, registration,

exemption, or other approval under applicable state or Federal

securities laws for the offering.

8. EXPENSE OF SALE. The expenses in connection with the offer and sale of

the Units shall be payable as set forth below.

(a) The Managing General Partner shall pay all expenses incident to

the performance of its obligations under this Agreement,

including the fees and expenses of its attorneys and accountants

and all fees and expenses of registering or qualifying the Units

for offer and sale in the states and jurisdictions as set forth

in Section 7 of this Agreement, or obtaining exemptions from

qualification or registration, even if the offering of the

Partnerships is not successfully completed.

<PAGE>

(b) You shall pay all expenses incident to the performance of your

obligations under this Agreement, including the formation and

management of the selling group and the fees and expenses of

your own counsel and accountants, even if the offering of the

Partnerships is not successfully completed.

9. CONDITIONS OF THE DEALER-MANAGER'S DUTIES. Your obligations under this

Agreement shall be subject to the accuracy, as of the date of this

Agreement and at the applicable closing date of:

(a) the Managing General Partner's representations and warranties

made in this Agreement; and

(b) to the performance by the Managing General Partner of its

obligations under this Agreement.

10. CONDITIONS OF THE MANAGING GENERAL PARTNER'S DUTIES. The Managing

General Partner's obligations provided under this Agreement, including

the duty to pay compensation to you as set forth in Section 4 of this

Agreement, shall be subject to the following:

(a) the accuracy, as of the date of this Agreement and at the

applicable closing date of each Partnership as if made at the

applicable closing date, of your representations and warranties

made in this Agreement;

(b) the performance by you of your obligations under this Agreement;

and

applicable closing date of each Partnership, of a fully executed

Subscription Agreement for each prospective purchaser as

required by Section 6(k) of this Agreement.

11. INDEMNIFICATION.

(a) You and the Selling Agents shall indemnify and hold harmless the

Managing General Partner, each Partnership and its attorneys

against any losses, claims, damages or liabilities, joint or

several, to which they may become subject under the Act, the Act

of 1934, or otherwise insofar as the losses, claims, damages, or

liabilities (or actions in respect thereof) arise out of or are

based on your agreements with the Selling Agents or your breach

of any of your duties and obligations, representations, or

warranties under the terms or provisions of this Agreement, and

you and the Selling Agents shall reimburse them for any legal or

other expenses reasonably incurred in connection with

investigating or defending the losses, claims, damages,

liabilities, or actions.

(b) The Managing General Partner shall indemnify and hold you and

the Selling Agents harmless against any losses, claims, damages

or liabilities, joint or several, to which you and the Selling

Agents may become subject under the Act, the Act of 1934, or

otherwise insofar as the losses, claims, damages, or liabilities

(or actions in respect thereof) arise out of or are based on the

Managing General Partner's breach of any of its duties and

obligations, representations, or warranties under the terms or

provisions of this Agreement, and the Managing General Partner

shall reimburse you and the Selling Agents for any legal or

other expenses reasonably incurred in connection with

investigating or defending the losses, claims, damages,

liabilities, or actions.

terms and conditions to, and shall inure to the benefit of, each

person, if any, who controls each indemnified party within the

meaning of the Act.

<PAGE>

(d) Promptly after receipt by an indemnified party of notice of the

commencement of any action, the indemnified party shall, if a

claim in respect of the action is to be made against an

indemnifying party under this Section, notify the indemnifying

party in writing of the commencement of the action; but the

omission to promptly notify the indemnifying party shall not

relieve the indemnifying party from any liability which it may

have to any indemnified party. If any action is brought against

an indemnified party, it shall notify the indemnifying party of

the commencement of the action, and the indemnifying party shall

be entitled to participate in, and, to the extent that it

wishes, jointly with any other indemnifying party similarly

notified, to assume the defense of the action, with counsel

satisfactory to the indemnified and indemnifying parties. After

the indemnified party has received notice from the agreed on

counsel that the defense of the action under this paragraph has

been assumed, the indemnifying party shall not be responsible

for any legal or other expenses subsequently incurred by the

indemnified party in connection with the defense of the action

other than with respect to the agreed on counsel who assumed the

defense of the action.

12. REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY. All representations,

warranties, and agreements of the Managing General Partner and you in

this Agreement, including the indemnity agreements contained in Section

11 of this Agreement, shall:

(a) survive the delivery, execution and closing of this Agreement;

(b) remain operative and in full force and effect regardless of any

investigation made by or on behalf of you or any person who

controls you within the meaning of the Act, by the Managing

General Partner, or any of its officers, directors, or any

person who controls the Managing General Partner within the

meaning of the Act, or any other indemnified party; and

13. TERMINATION.

(a) You shall have the right to terminate this Agreement other than

the indemnification provisions of Section 11 of this Agreement

by giving notice as specified below any time at or before a

closing date:

(i) if the Managing General Partner has failed, refused, or

been unable at or before a closing date, to perform any

of its obligations under this Agreement; or

(ii) there has occurred an event materially and adversely

affecting the value of the Units.

If you elect to terminate this Agreement other than the

indemnification provisions of Section 11 of this Agreement, then

the Managing General Partner shall be promptly notified by you

by telephone, e-mail, facsimile, or telegram, confirmed by

letter.

(b) The Managing General Partner may terminate this Agreement other

than the indemnification provisions of Section 11 of this

Agreement, for any reason and at any time, by promptly giving

notice to you by telephone, e-mail, facsimile, or telegram,

confirmed by letter as specified below at or before a closing

date.

14. NOTICES.

(a) All notices or communications under this Agreement, except as

otherwise specifically provided, shall be in writing.

<PAGE>

(b) Any notice or communication sent by the Managing General Partner

or a Partnership to you shall be mailed, delivered, or sent by

facsimile, e-mail or telegraph, and confirmed to you at P.O. Box

926, 311 Rouser Road, Moon Township, Pennsylvania 15108-0926.

Partner or a Partnership shall be mailed, delivered, or sent by

facsimile, e-mail or telegraph, and confirmed at 311 Rouser

Road, Moon Township, Pennsylvania 15108.

15. FORMAT OF CHECKS/ESCROW AGENT. Pending receipt of the minimum

subscription proceeds of $2,000,000 of each Partnership as set forth in

Section 4(d) of this Agreement, the Managing General Partner and you and

the Selling Agents, including customer carrying broker/dealers, agree

that all subscribers shall be instructed to make their checks or wire

transfers payable solely to the Escrow Agent as agent for the

Partnership in which the Units are then being offered as follows:

(a) "Atlas Public #15-2005(A) L.P., Escrow Agent, National City Bank

of PA";

(b) "Atlas Public #15-2006(B) L.P., Escrow Agent, National City Bank

of PA"; or

of PA".

You agree and shall require the Selling Agents, including customer

carrying broker/dealers, to agree to comply with Rule 15c2-4 adopted

under the Act of 1934. In addition, for identification purposes, wire

transfers should reference the subscriber's name and the account number

of the escrow account for the Partnership in which the Units are then

being offered.

If you receive a check not conforming to the foregoing instructions,

then you shall return the check to the Selling Agent not later than noon

of the next business day following its receipt by you. The Selling Agent

shall then return the check directly to the subscriber not later than

noon of the next business day following its receipt from you. Checks

received by you or a Selling Agent which conform to the foregoing

instructions shall be transmitted by you under Section 16 "Transmittal

Procedures," below.

You represent that you have or will execute the Escrow Agreement for

each Partnership and agree that you are bound by the terms of the Escrow

Agreement executed by you, for the respective Partnership, and the

Managing General Partner, the form of which is attached to this

Agreement as Exhibit "A."

16. TRANSMITTAL PROCEDURES. You and each Selling Agent, including customer

carrying broker/dealers, shall transmit received investor funds in

accordance with the following procedures. For purposes of the following,

the term "Selling Agent" shall also include you as Dealer-Manager when

you receive subscriptions from investors.

(a) Pending receipt of a Partnership's minimum subscription proceeds

of $2,000,000 as set forth in Secti

SITE SEARCH

AGREEMENTS / CONTRACTS

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates