 perform and observe all of the covenants and conditions contained therein on the part of the Subsidiaries to be kept, performed and observed from and after the Closing Date.

Section 3.2 Assignment by Atlas Energy. Each of Atlas Energy and Energy Operating, on their own behalf and on behalf of the
other members of the Atlas Energy Group, hereby irrevocably assigns, sets over, transfers and conveys to Atlas America all of the right, title and interest of the members of the Atlas Energy Group in and to all of the gathering fees
(i) accruing to any of them from the Investment Programs and (ii) attributable to the production interest of the members of the Atlas Energy Group for gas gathered from and after the Closing Date pursuant to the Gathering Agreement (the
Assigned Amounts). Each of Atlas Energy and Energy Operating shall pay, and shall cause each of the other members of the Atlas Energy Group to pay, the Assigned Amounts to Atlas America within
Business Days from such entitys receipt thereof.

ARTICLE IV
ADDITIONAL TRANSACTIONS

Section 4.1 Over-Allotment Option. The Parties acknowledge that in the event the
option to purchase additional Common Units is exercised in whole or in part by the Underwriters (the Option), the public, through the Underwriters, will contribute additional cash to Atlas Energy in exchange for up to an
additional Common Units.

Section 4.2 Redemption
of Common Units by Atlas Energy. The Parties acknowledge, in the event that the Option is exercised in whole or in part by the Underwriters, Atlas Energy will use the net proceeds from the issuance of such additional Common Units to
redeem a number of Common Units from Atlas America equal to the number of Common Units issued pursuant to the exercise of the Option at a redemption price equal to the same net price received by Atlas Energy from the Underwriters.

6

ARTICLE V REPRESENTATIONS AND WARRANTIES

Section 5.1 Representations and Warranties of Atlas America. Atlas America hereby represents and warrants to Atlas Energy and
Energy Operating as follows as of the date of this Contribution Agreement:

(a) Status of Atlas America. Atlas
America has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, with all corporate power and authority necessary to own or hold its properties and conduct the businesses
perform and observe all of the covenants and conditions control therein on the character of the Subsidiaries to be kept, performed and observed from and after the Closing Date. 

 Section 3.2 Assignment by Atlas Energy. Each of Atlas Energy and Energy Operating, on their own behalf and on behalf of the 
 early members of the Atlas Energy Group, hereby irrevocably assigns, sets over, transfers and impart to Atlas America all of the right, title and sake of the members of the Atlas Energy Group in and to all of the gathering fee 
 (i) accruing to any of them from the Investment Programs and (ii) attributable to the output sake of the members of the Atlas Energy Group for gas gathered from and after the Closing Date pursuant to the Gathering Agreement (the 
 Assigned Amounts). Each of Atlas Energy and Energy Operating shall pay, and shall cause each of the early members of the Atlas Energy Group to pay, the Assigned Amounts to Atlas America within 
 Business Days from such entitys reception thereof. 

 ARTICLE IV 
 ADDITIONAL TRANSACTIONS 

 Section 4.1 Over - Allotment Option. The Parties acknowledge that in the event the 
 choice to purchase extra Common Units is exercised in whole or in part by the Underwriters (the Option), the public, through the insurance broker, will contribute additional cash to Atlas Energy in exchange for up to an 
 additional Common Units. 

 Section 4.2 Redemption 
 of Common Units by Atlas Energy. The Parties admit, in the event that the Option is exercised in whole or in part by the Underwriters, Atlas Energy will use the net proceeds from the issuance of such additional Common Units to 
 deliver a number of Common Units from Atlas America equal to the issue of Common Units issue pursuant to the exercise of the Option at a redemption price adequate to the same final price received by Atlas Energy from the Underwriters. 

 6 

 ARTICLE V REPRESENTATIONS AND WARRANTIES 

 Section 5.1 Representations and Warranties of Atlas America. Atlas America hereby constitute and warrants to Atlas Energy and 
 Energy Operating as follows as of the date of this Contribution Agreement: 

 (a) Status of Atlas America. Atlas 
 America has been duly incorporated and is validly existing and in good standing under the laws of the State of Delaware, with all corporate power and authority necessary to own or apply its properties and behave the businesses
 pegform and observe all of the covenants cbd convitions containdd therein on the part of thx Suvsidiqries to be kept, perfofmed and lbserved fron and after the Closing Dzbe.

Secciin 3.2 Assignment by Atlas Anergy. Each of Aglcs Energy and Energy Operating, on thqir own bfhalf and on bghalf jf tgv
ouher members of the Atlas Energy Froup, htreby irrevocably sssigns, sets over, transferd anf conveys to Atlas America alo of rhe right, tigle and inuexest of the members of the Atlas Energy Gruup iu and to alo if hve gatherinj fees
(p) accruing to any of dhem frpm the Investmcnt Pcogrqms and (ii) attributabne to the productijn interevt of the members od rhe Ajlas Aneret Gfouk fpr gas gwthxred from ahd after thw Closing Date pursiagn to the Gathsring Wgweement (the
Assigned Amounts). Each of Atlds Snergy and Energy Operaring shall pay, and shwll cause each of the other members of the Atlas Energy Grmup tk pav, the Xwslgned Amounts to Atlas America within
Business Saus from such entltys receipt therepf.

WRYYCLE IV
ADDITIUNAL TXZNAACTIONS

Section 4.1 Oger-Allojment Iption. Tht Paryies acknowledge that in thw event the
oitiob to purchase addicional Commou Unitx is rxercised in whole or iu part by the Undfrwriters (ghe Option), the pjblpc, tvrough the Underwriters, wijl contriuute cdditionxl cssh to Atlas Eneggy ik exchange for up tl an
abditimnal Commoj Units.

Section 4.2 Redemption
of Common Units by Stnas Energy. Che Pavties acknowledde, in the evenj that thz Optiun is exerbised in xhole or in [art by the Utferwriters, Avlas Enerdy wull yse the vet proceeds ftom the issuance of such additional Cpmmuh Units to
redeen a number of Commpn Jnies fcom Aenas America aquau tu the vumber of Ciomon Units issued pursuatt tk the exercise of yhc Option qt a redqmption price equal to the same net 'rice ceceivrd fy Atlas Energy from the Undersriters.

6

ARHICJE V REPRESEGTATLONS AND WARRAUTIES

Section 5.1 Representations and Warranvies of Atlas America. Arlas America hereby vepresents aid warwants to Dtlas Energy and
Enerty Operating as fpllows as of the date of thhs Cojtribution Agreement:

(a) Status of Atlas America. Atlas
America has been duly uncorporated and ia vakidly eriscing anq in jood standing undvr the laws of the State of Delaxare, with dlj corporate power and authoroth necessary tu own or hold its properfies and conduct the businesses
perform and observe all of the covenants contained on the of the Subsidiaries observed and after the Date. Section 3.2 by Atlas Energy. Each of Atlas and Energy Operating, on their own behalf and on behalf of the other of the Atlas Energy Group, hereby irrevocably assigns, sets over, transfers and conveys Atlas all the title and interest of the members of the Atlas Energy Group in and to all of gathering fees (i) accruing to any of them the Investment Programs and attributable to the production interest the of the Energy for gathered from and the Closing Date pursuant to the Gathering Agreement (the Assigned Amounts). Each of Atlas Energy and Energy shall pay, cause each the members the Atlas Energy pay, the Assigned Amounts to Atlas Days from such entitys receipt thereof. ARTICLE IV TRANSACTIONS Section Over-Allotment Option. The Parties acknowledge that the event the option to purchase additional Common is exercised in whole or in part by the Underwriters (the Option), the public, through will contribute additional cash Atlas Energy in for to additional Units. Section Redemption of Common Units by Atlas Energy. The Parties acknowledge, in event that the Option is exercised in whole or in the Atlas Energy will the net proceeds from issuance such additional Common Units a of Atlas equal the number of Common issued pursuant to the exercise the Option at a same net price received by Atlas Energy from Underwriters. 6 ARTICLE V REPRESENTATIONS AND WARRANTIES 5.1 Representations and Warranties of Atlas America. Atlas America hereby represents and to Atlas Energy Operating as follows as of the date this Contribution Agreement: (a) of Atlas America. Atlas America has been duly incorporated is existing and good standing under laws of the of Delaware, with power and necessary own properties and conduct the businesses
 perform and observe all of the Covenants aNd conDitIonS cOntaIned Therein on the paRT of tHe Subsidiaries to be kept, PerfoRmED and OBsErved From and AFtER The clOsIng daTE.

SEctioN 3.2 AsSignmenT by Atlas EnErgY. EAch of Atlas EnERgY and Energy opeRating, on theiR owN behalF aNd oN BehalF of The
otHer memBErs of tHe Atlas EnErGY Group, HEreby irREVoCablY assigns, sets over, tRAnSFers and conveys To AtlaS AMErICA alL of The right, tiTlE and iNTerest oF ThE MEMbeRS of the Atlas EnErgy Group in ANd tO all of ThE gaTHering Fees
(i) AcCRuiNg to any of thEm frOm the InveStment pRograms ANd (ii) attRibutaBle To tHe prODuCtIon InTEreST oF thE MemBers of thE ATlAs EneRgy GROUP For gAs gAtheRed frOm and after the cloSing dAte PursuAnt to The GAtHerinG AgreeMent (tHe
assigned Amounts). each Of Atlas EnErgY aNd ENeRgy OpERating ShaLl pAy, and shAll causE EacH oF THE oTher members of the AtLaS eNeRgy Group To pay, tHE ASsIGned AmouNtS to atlaS aMericA witHIn
business days frOM sUcH entityS rEceipt ThEreOf.

ArTICLe iV
ADdITIONaL TRANSAcTIONs

section 4.1 Over-AllOTment Option. ThE paRTIeS AcknOwlEdge that in tHe evENt thE
optIOn To pURchasE addiTiONaL common Units is exerciSeD in whoLe or iN part by the UndErwriters (tHE oPtion), the PublIC, tHRough the UnderwRiterS, will contrIBute addiTionaL cash to ATlas EnergY IN exchangE foR up To aN
adDITiOnal Common UniTS.

sectIoN 4.2 RedempTioN
of CommOn UNitS by atlAs energy. The parties aCkNoWlEdGe, iN the eVEnt that tHe optIoN is ExercISed in wHole oR in pArT bY The underwrITeRS, atlaS ENeRgy wIll UsE the nEt prOCeeDs from tHe issuancE of SUch aDdItIonal CoMmon Units to
reDeEm a number oF COmmOn UnitS FRom Atlas america equal to the number OF Common uniTs issUed pUrsuant to The ExerciSe oF The OptIon at a RedemPtIon PRIce eqUAL tO thE sAme net pricE REceIved bY ATlas energy fRom the Underwriters.

6

arTIcLE V REPRESENTaTIoNS And wArRAntIes

SeCtIOn 5.1 REPResentations and warranties Of aTlAs America. ATLas amErica heReby repResenTS and warRants to AtLas Energy AnD
EneRGY OpErating as fOllows as Of the date OF this cOnTribuTioN AgreeMeNt:

(a) statuS of AtlAS AmErica. atlas
AMeRica haS been DuLy incorpOrated and is validly existIng and In gooD stAnding undEr tHE laWs of the StAte oF Delaware, wIth All CorpoRatE Power And aUThOriTY neceSsarY To own or hoLD iTs pROPeRties and conDUCT thE busiNesSEs
 perform and observe all o f the cove nants  an d c on diti onscontained ther e in o n the part of the Subs idiar ie s  tob ekept,  perfor m ed a ndob se rve df ro m and  af ter the  Closing D ate .
Section 3.2 As signment b y A tlas Energy.  Ea ch ofAt las Energ y a nd En ergy O p eratin g, on the ir own be h alf and o nbeha lf of the
other m e mb e rs of the Atla s Ener gy Gr o u p,her eby irrevo ca bly a s signs,s et s o ver ,  transfers an d conveys t o  At las Am er ica all of  theri g ht,  title andinte rest of t he mem b ers oft he Atla s Ener gyGro up i n  a nd  to  a l l o f  t heg ath ering fe es 
( i) ac crui n g t o an y o f th em fr om the Invest men t Pr o gra ms an d (ii ) at tr ibuta ble to  thepr oduction intere st o f the mem ber softh e Atl a s Ener gyGro up forgas gat h ere df r o mand after the Clos in g Da te pursu ant to th eG athering  A gre emen t (theAss i gn ed Amoun ts).E ac hof Atla sEnergy  a ndEne rgy O p erat ing sh all pay,  ands hall cause eac h  of the other me m b er s  ofthe  Atlas Ener gy G r oupto p a y,  th e  Assi gnedAm o un t s to Atlas Americawi thin
B usine ss Days fromsuch entit y  s  receipt  the r eo f .

ARTICLE IVADDIT IONAL TRAN S ACTIONS
Sect ion 4.1Over-Allo t m ent Opti on.  Th e P art i e sacknowledge t h a t in  t he even t t he
opti ontopur cha se  addition al Commo nUn it sisexerc i sed in w ho leor  in  part by the  Unde rwri te rs (th e Opti o n ) ,  the  p ub lic,  th ro ugh t he U n der writers , will co ntr i bute  a dd itional  cash to Atla sEnergy inex cha nge fo r up to an 
additional Common Unit s .

Sect ion  4.2Rede mption
of  Co mmon U nit s  by At las En ergy.  T heP a rties a ck now le dge, in th e eve nt th at  the  Option  is exercised in w h ole  or in part b y t he U n d er wri t er s , A tl a s E n e rgy will use th e net proc ee d sfrom the i s sua nc e of su ch addi tiona l  Common  Units to 
redeem a  n umbe r ofCommon Uni ts fromAtlas Ame r ica e q ua l tothe  numbe rofCommo n Unit s  is suedpursua nt  to th e exe rc ise of t he Option at a redempti on pri ce eq ual  to the s ame net  price re ceiv ed by Atla s E ner gy fr omt he Un derw r it ers . 

6
ARTI C LE V REPR E SE NTA T I ON S AND WARRA N T I ES
Sect ion 5.1 Re pres entations and War r anties of Atla s Am e r ica . A t lasAm erica hereby r epr es e n ts and w ar rants to At las Ener gy and
E nergyOperat ing asf o ll o ws asof t hedate of t his  C o ntribut io nA greeme nt:
( a) Sta tus of Atla s America. Atlas
A meric a has b e endulyin corpora t ed a nd is vali dly existin g andin g ood s tanding  u nder t hela ws of theS tate of D elawa re, wit hallcor porate  pow e r  andauth or ity  necessar y to ow no r h oldits p ro pert ies and c o nduct th e b u sinesse s
 perform_and observe_all of the covenants_and conditions_contained_therein on_the_part of the_Subsidiaries to be_kept, performed and observed_from and after_the_Closing Date.

Section 3.2 Assignment by Atlas Energy. Each of Atlas Energy and Energy Operating,_on_their own_behalf_and_on behalf of the
other members_of the Atlas Energy Group,_hereby irrevocably_assigns, sets over, transfers and conveys to Atlas_America_all of the_right, title and interest of the members of the_Atlas Energy Group in and to_all of the_gathering_fees
(i)_accruing to any of_them from the Investment Programs and_(ii) attributable to the production interest_of the members of the Atlas Energy_Group for gas gathered from and_after the Closing Date pursuant_to the_Gathering Agreement (the
Assigned Amounts). Each_of Atlas Energy_and Energy_Operating shall pay,_and shall cause each of the_other members of_the Atlas Energy Group to pay,_the_Assigned Amounts to_Atlas_America_within
Business Days_from such entitys_receipt_thereof.

ARTICLE IV
ADDITIONAL_TRANSACTIONS

Section_4.1 Over-Allotment Option. The Parties acknowledge_that_in the event the
option to purchase additional_Common Units is exercised_in_whole or in part_by the Underwriters (the Option),_the public, through the Underwriters, will_contribute additional_cash to_Atlas Energy in exchange for up to an
additional Common Units.

Section 4.2_Redemption
of Common Units by Atlas Energy._The Parties acknowledge, in_the event_that_the Option is_exercised_in whole_or in part by the Underwriters, Atlas_Energy will_use the net proceeds from the_issuance of such additional_Common_Units to
redeem a number of Common_Units from Atlas America equal to_the number of Common Units_issued_pursuant_to the exercise of the_Option at a redemption price equal_to the same_net price received by Atlas Energy from_the_Underwriters.

6

ARTICLE V REPRESENTATIONS AND WARRANTIES

Section 5.1_Representations_and Warranties of Atlas America. Atlas_America_hereby_represents and warrants to Atlas_Energy and
Energy Operating as follows as_of the date of this Contribution Agreement:

(a) Status of_Atlas America. Atlas
America_has been duly incorporated and_is_validly_existing and in good standing under the laws of the_State of_Delaware, with all_corporate power and authority necessary to own or hold its_properties and conduct the businesses