 such instruments of conveyance forever.

(b) Assumed Liabilities. Subject to Section 2.1(c), Energy Operating hereby irrevocably and absolutely assumes, agrees to perform, and when due, pay and discharge, only the obligations and liabilities relating to the Transferred
Assets which accrue on or after the Closing Date and only to the extent such obligations and liabilities are not overdue or delinquent on the Closing Date without regard to any grace period and without the occurrence of any increase in amounts due
(the Assumed Liabilities); provided, however, that said assumption and agreement to assume the Assumed Liabilities shall not (i) increase the obligation of Energy Operating with respect to the Assumed
Liabilities beyond that of Atlas America, (ii) waive any valid defense that was available to Atlas America with respect to the Assumed Liabilities or (iii) enlarge any rights or remedies of any third party under any of the Assumed
Liabilities.

(c) Prorations. All obligations and liabilities assumed by Energy Operating under this Contribution
Agreement that relate to both periods of time prior to the Closing

4

Date and periods of time from and after the Closing Date shall be prorated as of the close of business on the Closing Date, whether or not such adjustment
would normally be made as of such time. It is the intention of the Parties that Energy Operating should operate the Business and the Transferred Assets for its own account from and after the Closing Date.

Section 2.2 General Provisions Relating to Assumption of Liabilities. Notwithstanding anything to the contrary contained in this
Agreement including, without limitation, the terms and provisions of this Article II, none of the Parties shall be deemed to have assumed, and none of the Transferred Assets have been or are being contributed subject to, (a) any liens or
security interests securing consensual indebtedness covering any of the Transferred Assets, except for permitted encumbrances, and all such liens and security interests shall be deemed to be excluded from the assumptions of liabilities made under
this Article II or (b) any of the liabilities covered by the indemnities set forth in this Contribution Agreement to the extent such liabilities are covered by such indemnities, and all such liabilities shall be deemed to be excluded from the
assumptions of liabilities made under this Article II to the extent that such liabilities
such instruments of conveyance forever. 

 (b) Assumed Liabilities. capable to Section 2.1(c), Energy operate hereby irrevocably and absolutely assumes, agrees to do, and when due, wage and discharge, only the debt instrument and indebtedness relating to the Transferred 
 Assets which accrue on or after the Closing Date and only to the extent such debt instrument and liabilities are not overdue or derelict on the Closing Date without regard to any grace period and without the occurrence of any increase in amounts due 
 (the Assumed Liabilities); supply, however, that said assumption and agreement to assume the Assumed Liabilities shall not (one) increase the obligation of Energy Operating with respect to the Assumed 
 Liabilities beyond that of Atlas America, (ii) waive any valid defense mechanism that was available to Atlas America with respect to the Assumed Liabilities or (iii) enlarge any rights or remedies of any third party under any of the Assumed 
 Liabilities. 

 (c) Prorations. All obligation and liabilities assumed by Energy Operating under this Contribution 
 Agreement that relate to both periods of meter prior to the Closing 

 4 

 Date and periods of time from and after the Closing Date shall be prorated as of the close of business on the Closing Date, whether or not such adjustment 
 would normally be made as of such time. It is the intention of the Parties that Energy Operating should function the Business and the Transferred Assets for its own account from and after the Closing Date. 

 Section 2.2 General Provisions Relating to Assumption of Liabilities. Notwithstanding anything to the reverse control in this 
 Agreement admit, without limitation, the terms and provision of this Article II, none of the party shall be deemed to have assumed, and none of the Transferred Assets have been or are being contribute subject to, (a) any liens or 
 security interests securing consensual indebtedness covering any of the Transferred Assets, except for permitted encumbrances, and all such liens and security pastime shall be deemed to be eject from the assumptions of liabilities made under 
 this Article II or (b) any of the liabilities covered by the damages set forth in this Contribution Agreement to the extent such liabilities are cover by such indemnity, and all such liabilities shall be deemed to be bar from the 
 assumptions of indebtedness made under this Article II to the extent that such liabilities
 sufh instruments of conveyxnce forever.

(b) Assumed Niabiljties. Sucject to Section 2.1(c), Energy Opxratung htgeby irrevocably and xbsolutelj assumes, agrtes to perform, anv when dmz, pay wnd biwcharge, only tme obligatimns and liabilhtked relating to the Transferred
Assets which scfrue on or aftgr tht Cjosihg Date and only to the extent sucg obligetions and liabolities are not overdue or dellnquent on the Cloding Date wuthotr regard to xny grace kexiod and wijhout the occurrence of any incrdase nn amounts euw
(thf Assumed Liebilitpes); provided, mpwever, that ssid assumption anv ageeement to assume the Assumed Liabilitigs shall nmt (i) increase the ovlugatimn ox Endegy Optravinf with reapect to tge Assumed
Luabilities beyond tnae of Atlas Amedica, (iy) raive any valid defense that was availatle to Atlas America with eespect to the Assumef Liabilieies or (iii) enlarge any rights or remedies of any thirv oaruy undef ajy of the Assumed
Liabilities.

(c) Prorations. All jglogstions and lianilities assumed bu Fnrtgy Operating onder tkjs Contribution
Agreelent thwt reoate to bjth leriods of time prior to thw Closing

4

Datv ane periods of time yrom and aftzr the Closong Date shall be proraced as of the clode of busjvess on the Closkng Ddte, whether or not such adtustment
wiuld normaluy bg made ws of such time. It is the intentioj of jhe Pasties that Energy Operating should operatx the Businesx dnd the Trausferrcd Assets for ies own account from aud aftdr the Cloaing Dave.

Section 2.2 Gqneral Provishlns Relating to Assuiptiin od Liabiukties. Notwithsyanding auvthing to the contrary conteinea in this
Agreemeuu ibcluding, withouy lkmieanioi, the derms and prmviskonr of tfis Article KI, npne of the Parties svall be deemed to have afsumed, abd none jf the Transfrrred Assets have heen mr ere beong contributed subject to, (a) any miens or
sfcuvity interestf segurigg consensbal indebtedness covering any of the Traisferred Assets, except dor permitted encumyrsnces, and akl sush liens dnd security interesrs shall be deemec to be excluded from the avsumphions of liabilities made under
this Article II or (b) any of the liabilitiew coveceq by the insemnoties szt yorth ig thms Contribution Aggeement to the extent such liabiuities ase covered by such indemnities, avd all such lkabilities shall be deemsd to be excluded from the
assumptions og liabilities made under this Arricle II to the extent that such kiabilnties
such instruments of conveyance forever. (b) Assumed to 2.1(c), Energy hereby irrevocably and and due, pay and only the obligations liabilities relating to the Transferred Assets accrue on or after the Closing Date and only to the extent such and liabilities are not overdue or delinquent on the Closing Date without regard any period without occurrence of any increase in amounts due (the Assumed Liabilities); provided, however, that said assumption and to assume the Assumed Liabilities shall not (i) the obligation of Energy with respect to the Assumed beyond of Atlas (ii) any defense that was to Atlas America with respect to the Assumed Liabilities or (iii) enlarge any rights or remedies of third party of the Liabilities. Prorations. obligations and liabilities Energy Operating under this Contribution Agreement both periods of time prior to the Closing Date and of time from and after the Date shall be prorated as of the close business on the Closing Date, whether or not such adjustment would normally be made as time. It is the of the Parties Energy should the and the Assets for its own account from and after the Closing Date. 2.2 General Provisions Relating to Assumption of Liabilities. Notwithstanding anything contrary in this Agreement without limitation, the terms provisions this Article II, none Parties be assumed, none the Transferred Assets have or are being contributed subject (a) any liens or covering any of the Transferred Assets, except for encumbrances, and all such liens and security shall be deemed to be excluded from the assumptions of liabilities made this Article (b) any of the liabilities covered by the set forth in this Agreement to the extent such liabilities are covered by indemnities, all such shall be deemed be excluded from assumptions of liabilities this Article to extent
 such instruments of conveyanCe forever.

(b) assumEd LIabIlItieS. SubJect to Section 2.1(c), eNergY Operating hereby irrevoCably AnD AbsoLUtEly asSumes, agREeS TO peRfOrM, anD wHEn Due, paY anD dischaRge, only the OblIgAtions and liaBIlIties relatIng To the TransfeRreD
AssetS wHicH AccruE on Or aftEr the CLOsing DAte and onlY tO The extENt such oBLIgAtioNs and liabilities aRE nOT overdue or deliNquent On THe cLOsiNg DAte without ReGard tO Any gracE PeRIOD anD Without the occUrrence of anY IncRease iN aMouNTs due
(tHe AssUmED LiAbilities); prOvidEd, however, That saID assumpTIon and aGreemeNt tO asSume THe asSumEd lIabILiTieS ShaLl not (i) inCrEaSe the ObliGATIOn of eneRgy OPeratIng with respecT to The ASSumEd
LiaBilitIes bEyOnd thAt of AtLas AmErIca, (ii) waive any vaLid dEfense thaT waS aVaiLaBle to aTlas AmEriCa wIth respEct to thE assUmED lIaBilities or (iii) enlarGe ANY rIghts or rEmedieS Of AnY Third parTy UndEr anY OF the ASsumED
LIabilitiEs.

(c) ProRAtIoNs. All obLiGationS aNd lIabIlitiES assUmed by energy OpEratiNG under this ContRIbution
AgreemENt THAt RElatE to Both periods Of tiME priOr to THe cloSIng

4

DaTe and PeRIoDS of time from and after ThE ClosiNg DatE shall be proraTed as of the CLOSe of busiNess ON tHE Closing Date, whEther Or not such aDJustment
Would Normally Be made as oF SUch time. IT is The IntEntION oF the Parties thAT enerGy operatiNg sHould opEraTe tHe BUsiNeSs and the TRansferrEd asSeTs For Its owN Account fRoM anD aFteR the CLOsing DAte.

SeCtioN 2.2 GEnERal provisiONs rELatiNg To assuMptIoN of LiAbilITieS. NotwitHstanding AnyTHing To ThE contraRy contained in ThIs
AgreemenT iNclUding, wITHout limiTation, the terms and provisIOns of thIs ARticlE II, nOne of the PArtIes shaLl bE Deemed To have AssumEd, And NONe of tHE trAnsFeRred Assets HAVe bEen or ArE beiNg contrIbuted subject to, (a) anY LieNs or
security iNteRestS SEcUriNG cONseNsUAl iNDEbtedness coveriNg any of the trANsFerred AsseTS, exCePt for peRmitted EncumBRances, aNd all such Liens and sEcUritY INteRests shall Be deemed To be excluDEd froM ThE assuMptIons of LiAbiLitieS made uNDer
This ARticle iI Or (b) any Of the LiAbilitieS covered by the indemnitieS set foRth in ThiS ContribuTioN agrEement to tHe exTent such liAbiLitIes arE coVEred bY sucH InDemNIties, And aLL such liabILiTieS SHaLl be deemed tO BE ExcLuded FroM The
assUmptIons of liabilities MAde under this ArTiclE ii to The EXtenT tHat such liabiliTieS
 such instruments of conve yance fore ver.
(b ) A ss umed  Lia bilities. Subj e ct t o Section 2.1(c), Ener gy Op er a ting he rebyirrevoc a bl y and  a bs olu te l yassum es,  agrees  to perfor m,an d when due,p ay  and disch arg e, only theobl igatio ns  an d  liab ili tiesrelati n g to t he Transf er r ed
Ass e ts whic h ac crue  on or after theC lo s ing Date and o nly to  t h ee x ten t s uch obliga ti ons a n d liabi l it i e s  ar e  not overdueor delinque n t o n theCl osi n g Date  with ou t  re gard to any  gra ce period  and w i thout t h e occur renceofany  inc r ea se  in  a m oun t sdue (th e Assum ed  L iabil itie s  ) ;  pro vid ed,howev er, that said  as sump t ion  andagree ment  t o ass ume th e Ass um ed Liabilitiesshal l not (i)  in cr eas ethe o b ligati onofEnergyOperati n g w it h r es pect to the Assume dL i ab ilitiesbeyond th at of Atlas  A mer ica, ( ii) w aive an y validdefens e  t ha t was a va ilable  t o A tla s Ame r icawith r espect t o the Assumed Liabil i ties or (iii) en l a rg e  any  ri ghts or rem edie s  ofanyt hi rdp artyunder  a n yo f the Assumed
Liabi li ties.
(c)Prorations. A ll obligat i o n s and li abil i ti e s assumed by E nergy  Operating under th is Co ntributi on
Agreem e n t that r ela tetobot h pe riods of time p rior  t o the C los ing

4
Da teand  pe ri ods of ti me froman daf te r t he Cl o sing Dat esha ll  be  pror a ted as  of t he c lo se ofbusines s  o n theCl os ingDat e,  whet hero r n ot such  adjustme ntw ould  n or mally b e made as ofsu ch time. I tisthe in t e ntion of  the Parties that Energ y  Operat ing  shou ld o perate th e B usines s a n d theTransf erred  A sse t s  fori t sown  a ccount fro m and  afte rtheClosing  Date.

Section 2. 2  Ge neral Provisi ons  Rel a t in g t o  A s sum pt i ono f  Liabilities. N otwithstan di n ganything t o  th econtrar y conta inedi n thisAgreement  includin g,  wit h o utlimitation , the te rms and p r ovisi o ns  of t his  Artic le  II , non e of t h e P artie s shal lbe dee med t ohave ass umed, and none of the T ransfe rredAss ets havebee n  or  are bein g co ntributedsub jec t to,  (a )  anylien s  o r
s e curit y in t erests se c ur ing c on sensual ind e b t edn ess c ove r ing an y of  the TransferredA ssets, exceptforp e rmi tte d  enc um brances, and a llsu c h  liens a nd  security i nterests  s h all b e deem ed tobe excl u d ed from t he a ssu mptions o f l ia b ilities  m ad e  under 
thi sArticl e II o r  (b) a ny of the liabil ities c overe d  by  thein demniti e s se t forth in  this Contr ibutio n Ag reeme nt to t he  exten t s uc h liabilit i es are co vered  by suc hinde mni ties,anda l l suc h li ab ili ties shal l be de em e d t o be  excl ud ed f rom the
a s sumption s o f  liabil it ies m ade un d er t his Articl e I I tot h e extent t h at s u ch liabi lities 
 such_instruments of_conveyance forever.

(b) Assumed Liabilities._Subject to_Section_2.1(c), Energy_Operating_hereby irrevocably and_absolutely assumes, agrees_to perform, and when_due, pay and_discharge,_only the obligations and liabilities relating to the Transferred
Assets which accrue on or after_the_Closing Date_and_only_to the extent such obligations_and liabilities are not overdue_or delinquent_on the Closing Date without regard to any_grace_period and without_the occurrence of any increase in amounts due
(the Assumed_Liabilities); provided, however, that said assumption_and agreement to_assume_the_Assumed Liabilities shall not_(i) increase the obligation of Energy_Operating with respect to the Assumed
Liabilities_beyond that of Atlas America, (ii) waive_any valid defense that was available_to Atlas America with respect_to the_Assumed Liabilities or (iii) enlarge_any rights or_remedies of_any third party_under any of the Assumed
Liabilities.

(c) Prorations._All obligations and_liabilities assumed by Energy Operating under_this_Contribution
Agreement that relate_to_both_periods of_time prior to_the_Closing

4

Date and_periods_of time from and after the_Closing_Date shall be prorated as of the_close of business on_the_Closing Date, whether or_not such adjustment
would normally be_made as of such time. It_is the_intention of_the Parties that Energy Operating should operate the Business and the_Transferred Assets for its own account_from and after the_Closing Date.

Section_2.2_General Provisions Relating_to_Assumption of_Liabilities. Notwithstanding anything to the contrary contained_in this
Agreement_including, without limitation, the terms and_provisions of this Article_II,_none of the Parties shall be_deemed to have assumed, and none_of the Transferred Assets have_been_or_are being contributed subject to,_(a) any liens or
security interests securing_consensual indebtedness covering_any of the Transferred Assets, except for_permitted_encumbrances, and all such liens and_security_interests shall be deemed to be_excluded_from_the assumptions of liabilities made_under
this Article II or (b) any_of the liabilities covered by the indemnities set forth_in this Contribution_Agreement to the extent such_liabilities_are_covered by such indemnities, and all such liabilities shall be_deemed to_be excluded from_the
assumptions of liabilities made under this Article II to the_extent that such liabilities