EX-10.5



 Exhibit 10.5 

PARTIAL ASSIGNMENT AGREEMENT 

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”)
and Diversified Oil & Gas, LLC, an Alabama limited liability company (“Assignee”). 
 RECITALS 

WHEREAS, Assignor is party to that certain Drilling and Operating Agreement with Atlas Resources Series 28-2010 L.P., a Delaware
limited partnership (“Atlas LP”), dated May 15, 2010 (the “Operating Agreement”); 
 WHEREAS,
pursuant to such Operating Agreement, Atlas LP acquired certain of Assignor’s rights to develop certain wells in the United States; 

WHEREAS, pursuant to that certain Contribution Agreement (the “Contribution Agreement”) by and between Atlas LP and
DGOC Series 28, L.P., a Delaware limited partnership (“DGOC LP”), dated                     , 2017, Atlas LP contributed the
Set I Wells (as defined in the Contribution Agreement) subject to the Operating Agreement to DGOC LP, while retaining those other wells subject to the Operating Agreement; 

WHEREAS, pursuant to that certain Partial Assignment Agreement by and between Atlas LP and DGOC LP dated
                    , 2017, Atlas LP assigned all its rights, title and interest in and to the Operating Agreement only as it pertains to the
Set I Wells to DGOC LP; 
 WHEREAS, Assignor desires to transfer and assign to Assignee all of Assignor’s rights, title and
interest in and to the Operating Agreement only as it pertains to the Set I Wells, and Assignee desires to accept such assignment. 

AGREEMENT 
 NOW,
THEREFORE, the parties hereto, intending to be legally bound, do hereby agree as follows: 
 1. Assignor hereby transfers and assigns to
Assignee, and Assignee hereby acquires from Assignor all of Assignor’s rights, title, and interest in and to the Operating Agreement attached hereto as Exhibit A, but only as it pertains to the Set I Wells, and Assignee hereby assumes
and agrees to perform all of the obligations of the Assignor under the Operating Agreement as it pertains to the Set I Wells, of whatever kind or nature, from and after the date of this Assignment. 

2. The parties shall each take such further actions and to execute, acknowledge and deliver all such further documents as are reasonably
requested by the other party for carrying out the purposes of this Assignment or of any document delivered pursuant to this Assignment. 

3. The effective date of this Assignment shall be
                    , 2017. 







 4. All of the provisions hereof will inure to the benefit of, and be binding upon the respective
successors and assigns of Assignor and Assignee. All references herein to either Assignor or Assignee will include their respective successors and assigns. 

5. This Assignment may be executed in one or more counterparts, each of which will be deemed an original but all of which together will
constitute one and the same agreement. 
 [Signature Page Follows] 







 IN WITNESS WHEREOF, the parties hereto have duly executed this Assignment on the date first
written above. 
  

			
	 ASSIGNOR:
  

ATLAS RESOURCES, LLC

		
	By:	 	 
	Name:
	Title:
	
	ASSIGNEE:
	
	DIVERSIFIED OIL & GAS, LLC
		
	By:	 	 
	Name:
	Title:
	
	The following parties join this document solely for the purpose of consenting to this partial assignment of the Operating Agreement:
	
	ATLAS RESOURCES SERIES 28-2010 L.P.
	
	 By: Atlas Resources, LLC,
 a
Pennsylvania limited liability company

		
	By:	 	 
	Name:
	Title:
	
	DGOC SERIES 28, L.P.
	
	 By: DGOC Partnership Holdings II, LLC,

a Delaware limited liability company

		
	By:	 	 
	Name:
	Title:









 Exhibit A 

(See Attached)