Common use of Priority of Rights Clause in Contracts

Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises Atlas Energy, or Atlas Energy reasonably determines, that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas Energy, or Atlas Energy reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas Energy, and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering. The pro rata allocations for each such Selling Holder shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating.

Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises Atlas Energy, or Atlas Energy reasonably determines, Regency that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas Energy, or Atlas Energy reasonably determines, Regency can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas EnergyRegency, and (ii) second, pro rata among the all Selling Holders, Prior Selling Holders and holders of any other securities of Regency having rights of registration on parity with the Registrable Securities (“Parity Holders”) who have requested participation in such Underwritten Offering. The pro rata allocations for each such Selling Holder shall be the product of (aA) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders, Prior Selling Holders and Parity Holders participating in such the Underwritten Offering (for the avoidance of doubt, after giving effect to the allocation to Regency pursuant to clause (i) of the preceding sentence) multiplied by (bB) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date at such time by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date at such time by all Selling Holders, Prior Selling Holders and Parity Holders participating in the Underwritten Offering. All participating Selling Holders, Prior Selling Holders and Parity Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s), Prior Selling Holder(s) or Parity Holders to the extent not so participating.

Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises Atlas EnergyAtlas, or Atlas Energy reasonably determines, that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the amount, price, timing or distribution of the Common Units offered or the market for the Common Units, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas EnergyAtlas, or Atlas Energy reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas EnergyAtlas, and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering. The pro rata allocations for each such Selling Holder shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating.

Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises Atlas EnergyPipeline Partners, or Atlas Energy Pipeline Partners reasonably determines, that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas EnergyPipeline Partners, or Atlas Energy Pipeline Partners reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas EnergyPipeline Partners, and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten OfferingOffering and any other securities of Atlas Pipeline Partners having rights of registration on parity with the Registrable Securities (the “Parity Securities”). The pro rata allocations for each such Selling Holder shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders and holders of Parity Securities participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating.

Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises Atlas Linn Energy, or Atlas Linn Energy reasonably determines, that the total amount of Registrable Securities Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Registrable Securities Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas Linn Energy, or Atlas Linn Energy reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas Linn Energy, and (ii) second, pro rata among (A) Quantum Energy Partners II, LP, a Delaware limited partnership, Xxxxx Partners I, L.P., a New York limited partnership, Kings Highway Investment, LLC, a Connecticut limited liability company and Wauwinet Energy Partners, LLC, a Delaware limited liability company (collectively, the “Partners”) and (B) the Selling Holders party to this Agreement and those party to those certain Registration Rights Agreements dated as of October 24, 2006, February 1, 2007 and June 1, 2007 by and among Linn Energy and the purchasers named therein, in each case, who have requested participation in such Underwritten Offering. The pro rata allocations for each such Partner and each such Selling Holder shall be the product of (a) the aggregate number of Registrable Securities Units proposed to be sold by all Partners and Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities Units owned on the Closing Date by such Partner or Selling Holder by (y) the aggregate number of Registrable Securities Units owned on the Closing Date by all Partners and Selling Holders participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating. As of the date of execution of this Agreement, there are no other Persons with Registration Rights relating to Units or Class D Units other than as described in this Section 2.02(b).

Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises Atlas EnergyPipeline Holdings, or Atlas Energy Pipeline Holdings reasonably determines, that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas EnergyPipeline Holdings, or Atlas Energy Pipeline Holdings reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas EnergyPipeline Holdings, and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten OfferingOffering and any other securities of Atlas Pipeline Holdings having rights of registration on parity with the Registrable Securities (the “Parity Securities”). The pro rata allocations for each such Selling Holder shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders and holders of Parity Securities participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating.

Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises Atlas Energy, or Atlas Energy reasonably determines, BBEP that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Registrable Securities Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas Energy, or Atlas Energy reasonably determines, BBEP can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas EnergyBBEP and, in the case of any Underwritten Offering pursuant to a registration statement filed pursuant to Section 7.12 of the Partnership Agreement, the Person requesting the filing of such registration statement, and (ii) second, pro rata among the Selling Holders party to this Agreement and any other Persons who have been or are granted registration rights (including the General Partner, “Other Holders”) who have requested participation in the Underwritten Offering, in each case, who have requested participation in such Underwritten Offering. The pro rata allocations for each such Selling Holder shall be the product of (a) the aggregate number of Registrable Securities Common Units proposed to be sold by all Selling Holders and Other Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities Common Units owned on the Closing Date Registration Deadline by such Selling Holder or Other Holder by (y) the aggregate number of Registrable Securities Common Units owned on the Closing Date Registration Deadline by all Selling Holders and Other Holders participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating. As of the date of execution of this Agreement, there are no other Persons with Registration Rights relating to Common Units other than (i) the rights granted pursuant to that certain Registration Rights Agreement of BBEP dated May 24, 2007, that certain Registration Rights Agreement of BBEP dated May 25, 2007, and that certain Registration Rights Agreement to be entered into in connection with the Unit Purchase Agreement dated as of September 11, 2007 (the “Fall 2007 Registration Rights Agreement”), (ii) as described in this Section 2.2(b), and (iii) as set forth in the Partnership Agreement.

Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units Stock included in an Underwritten Offering involving Included Registrable Securities advises Atlas EnergyConcho, or Atlas Energy Concho reasonably determines, that the total amount of Registrable Securities Common Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units Stock offered or the market for the Common UnitsStock, then the Registrable Securities Common Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas EnergyConcho, or Atlas Energy Concho reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas EnergyConcho, and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offeringparty to this Agreement. The pro rata allocations for each such Selling Holder shall be the product of (a) the aggregate number amount of Registrable Securities Common Stock proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number amount of Registrable Securities Common Stock owned on the Closing Date by such Selling Holder by (y) the aggregate number amount of Registrable Securities Common Stock owned on the Closing Date by all Selling Holders participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating. As of the date of execution of this Agreement, there are no other Persons with Registration Rights relating to Common Stock other than as described in this Section 2.02(b).

Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises Atlas EnergyAtlas, or Atlas Energy reasonably determines, that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas EnergyAtlas, or Atlas Energy reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas EnergyAtlas, and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering. The pro rata allocations for each such Selling Holder shall be the product of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date by all Selling Holders participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating.

Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units Stock included in an Underwritten Offering involving Included Registrable Securities advises Atlas EnergyCEI, or Atlas Energy CEI reasonably determines, that the total amount of Registrable Securities Common Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units Stock offered or the market for the Common UnitsStock, then the Registrable Securities Common Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas EnergyCEI, or Atlas Energy CEI reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas Energy, CEI and (ii) second, pro rata among to the Selling Holders and other Persons who have requested participation in such Underwritten Offering. The pro rata allocations for each such Selling Holder or other Person shall be the product of (a) the aggregate maximum number of Registrable Securities proposed to shares of Common Stock that the Managing Underwriter or Underwriters have determined can be sold by all Selling Holders in such Underwritten Offering under clause (ii) of the preceding sentence multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities shares of Common Stock owned on the Closing Date by such Selling Holder following the Second Closing by (y) the aggregate number of Registrable Securities shares of Common Stock owned on following the Second Closing Date by all Selling Holders and other Persons participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating.

Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units Stock included in an Underwritten Offering involving Included Registrable Securities advises Atlas EnergyCEI, or Atlas Energy CEI reasonably determines, that the total amount of Registrable Securities Common Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units Stock offered or the market for the Common UnitsStock, then the Registrable Securities Common Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas EnergyCEI, or Atlas Energy CEI reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas Energy, CEI and (ii) second, pro rata among to the Selling Holders and other Persons who have requested participation in such Underwritten Offering. The pro rata allocations for each such Selling Holder or other Person shall be the product of (a) (i) the aggregate maximum number of Registrable Securities proposed to shares of Common Stock that the Managing Underwriter or Underwriters have determined can be sold by all Selling Holders in such Underwritten Offering under clause (ii) of the preceding sentence multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities shares of Common Stock owned on the Closing Date by such Selling Holder following the Second Closing by (y) the aggregate number of Registrable Securities shares of Common Stock owned on following the Second Closing Date by all Selling Holders and other Persons participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating.

Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises Atlas Constellation Energy, or Atlas Constellation Energy reasonably determines, that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Registrable Securities Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas Constellation Energy, or Atlas Constellation Energy reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas Constellation Energy or, in the case of a demand by an Affiliate of Constellation Energy, such Affiliate and (ii) second, pro rata among to the Selling Holders party to this Agreement and those party to the Class E Registration Rights Agreement and the Class F Registration Rights Agreement, in each case, who have requested participation in such Underwritten Offering. The pro rata allocations for each such Selling Holder shall be the product of (a) the aggregate number of Registrable Securities Common Units proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities Common Units owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities Common Units owned on the Closing Date by all Selling Holders participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating. As of the date of execution of this Agreement, there are no other Persons with Registration Rights relating to Common Units other than as described in this Section 2.02(b).

Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises Atlas EnergyLinn, or Atlas Energy Linn reasonably determines, that the total amount of Registrable Securities Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Registrable Securities Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas EnergyLinn, or Atlas Energy Linn reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas EnergyLinn, and (ii) second, pro rata among (A) Quantum Energy Partners II, LP, a Delaware limited partnership, Xxxxx Partners I, L.P., a New York limited partnership, Kings Highway Investment, LLC, a Connecticut limited liability company and Wauwinet Energy Partners, LLC, a Delaware limited liability company (collectively, the “Partners”) and (B) the Selling Holders party to this Agreement and those party to that certain Registration Rights Agreement dated as of October 24, 2006, by and among Linn and the purchasers named therein, in each case, who have requested participation in such Underwritten Offering. The pro rata allocations for each such Partner and each such Selling Holder shall be the product of (a) the aggregate number of Registrable Securities Units proposed to be sold by all Partners and Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities Units owned on the Closing Date by such Partner or Selling Holder by (y) the aggregate number of Registrable Securities Units owned on the Closing Date by all Partners and Selling Holders participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating. As of the date of execution of this Agreement, there are no other Persons with Registration Rights relating to Units or Class C Units other than as described in this Section 2.02(b).

Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises Atlas Energythe Company, or Atlas Energy the Company reasonably determines, that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Registrable Securities Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas Energythe Company, or Atlas Energy the Company reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas Energythe Company, and (ii) second, if the EnCap Holders have exercised their demand registration rights provided for in the Partnership Agreement, to the EnCap Holders, and (iii) third, pro rata among the Selling Holders, the EnCap Holders (to the extent that they have not exercised their demand registration rights provided for in the Partnership Agreement), the EnerVest Holders and the February 27 Selling Holders who have requested participation in such Underwritten Offering. The pro rata allocations for each such Selling Holder, EnCap Holder, EnerVest Holder and February 27 Selling Holder shall be the product of (a) the aggregate number of Registrable Securities Common Units proposed to be sold by all of the Selling Holders, EnCap Holders, EnerVest Holders and February 27 Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities (in the case of a Selling Holder), Common Units (in the case of an EnCap Holder or EnerVest Holder) or February 27 Registrable Securities (in the case of a February 27 Selling Holder) owned on the Closing Date date of the notice of the proposed Underwritten Offering required by Section 2.02(a) by such Selling Holder Person by (y) the aggregate of the number of Registrable Securities owned on by the Closing Date by all Selling Holders on such date, the number of Common Units owned by the EnCap Holders and the EnerVest Holders on such date and the number of February 27 Registrable Securities owned by the February 27 Selling Holders on such date, in each case to the extent that such Selling Holders, EnCap Holders, EnerVest Holders and February 27 Selling Holders are participating in the Underwritten Offering. All participating Selling Holders shall have As of the opportunity date of execution of this Agreement, there are no other Persons with Registration Rights relating to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participatingCommon Units other than as described in this Section 2.02(b).

Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering pursuant to Section 2.2(a), involving Included Registrable Securities advises Atlas Energythe Partnership, or Atlas Energy the Partnership reasonably determines, that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Registrable Securities Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas Energythe Partnership, or Atlas Energy the Partnership reasonably determines, can be sold without having such adverse effect, with such number . The Common Units to be included in the Offering shall be allocated (i) first, to Atlas Energythe Partnership, and (ii) second, pro rata among the Selling Holders who have requested participation in such Underwritten Offering. The pro rata allocations for each such Selling Holder shall be the product of (a) the aggregate number of Registrable Securities Common Units proposed to be sold by all Selling Holders in such Underwritten Offering (after reduction as provided above) multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities Common Units owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities Common Units owned on the Closing Date by all Selling Holders participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating. As of the date of execution of this Agreement, there are no other Persons with Registration Rights relating to Common Units other than as described in this Section 2.2(b) and in the Partnership Agreement.

Priority of Rights. If Notwithstanding any other provision of this Section 2.03, if the Managing Underwriter or Underwriters of any a proposed Underwritten Demand Offering of Common Units included advises the Selling Holders in an Underwritten Offering involving Included Registrable Securities advises Atlas Energy, or Atlas Energy reasonably determines, writing that the total amount of Registrable Securities that the Selling Holders and any other Persons intend requested to include be included in such offering Demand Offering exceeds the number that can be sold in such offering Demand Offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units Registrable Securities offered or the market for the Common UnitsRegistrable Securities, then the Registrable Securities to be included in such Underwritten Demand Offering shall include the number of Registrable Securities that such the Managing Underwriter or Underwriters advises Atlas Energy, or Atlas Energy reasonably determines, the Selling Holders can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas Energythe Selling Holders and the Parity Holders who have requested participation in such Demand Offering on a pro rata basis based upon the number of Registrable Securities or other registrable securities that each of them holds, and (ii) second, pro rata among the Selling Holders any other holders of registration rights who have requested participation in such Underwritten OfferingDemand Offering (subject to Section 2.03(c)). The pro rata allocations If the amount of Registrable Securities included by the Selling Holders is reduced pursuant to the immediately preceding sentence in one or more Demand Offerings, then the number of Demand Offerings that the Selling Unitholders are entitled to shall be increased by one Demand Offering for each such Demand Offering and, if such reduction occurs in the last year of the Registration Rights Period, the Registration Rights Period shall be extended one year. If any Selling Holder shall be or Parity Holder disapproves of the product terms of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in any such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by underwriting, such Selling Holder or Parity Holder may elect to withdraw therefrom by (y) written notice to the aggregate number of Registrable Securities owned on Partnership, the Closing Date by all Selling Holders participating in and the Underwritten Offering. All participating Selling Holders shall have Managing Underwriter; provided, however, that such notice of withdrawal must be made at a time up to and including the opportunity to share pro rata that portion time of pricing of such priority allocable offering in order to any Selling Holder(s) not so participatingbe effective. No such withdrawal or abandonment shall affect the Partnership’s obligation to pay Registration Expenses.

Priority of Rights. If Notwithstanding any other provision of this Section 2.03, if the Managing Underwriter or Underwriters of any a proposed Underwritten Demand Offering of Common Units included advises the Selling Holders in an Underwritten Offering involving Included Registrable Securities advises Atlas Energy, or Atlas Energy reasonably determines, writing that the total amount of Registrable Securities that the Selling Holders and any other Persons intend requested to include be included in such offering Demand Offering exceeds the number that can be sold in such offering Demand Offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units Registrable Securities offered or the market for the Common UnitsRegistrable Securities, then the Registrable Securities to be included in such Underwritten Demand Offering shall include the number of Registrable Securities that such the Managing Underwriter or Underwriters advises Atlas Energy, or Atlas Energy reasonably determines, the Selling Holders can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas Energythe Selling Holders who have requested participation in such Demand Offering on a pro rata basis based upon the number of Registrable Securities or other registrable securities that each of them holds, and (ii) second, pro rata among the Selling Holders any other holders of registration rights who have requested participation in such Underwritten Demand Offering. The pro rata allocations If the amount of Registrable Securities included by the Selling Holders is reduced pursuant to the immediately preceding sentence in one or more Demand Offerings, then the number of Demand Offerings that the Selling Holders are entitled to shall be increased by one Demand Offering for each such Demand Offering. If any Selling Holder shall be disapproves of the product terms of (a) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders in any such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date by underwriting, such Selling Holder may elect to withdraw therefrom by (y) written notice to the aggregate number of Registrable Securities owned on Company, the Closing Date by all Selling Holders participating in and the Underwritten Offering. All participating Selling Holders shall have Managing Underwriter; provided, however, that such notice of withdrawal must be made at a time up to and including the opportunity to share pro rata that portion time of pricing of such priority allocable offering in order to any Selling Holder(s) not so participating.be

Priority of Rights. If In connection with an Underwritten Offering contemplated by Section 2.02(a), if the Managing Underwriter or Underwriters of any proposed such Underwritten Offering of Common Units included advises the Company in an Underwritten Offering involving Included Registrable Securities advises Atlas Energy, or Atlas Energy reasonably determines, writing that the total amount of Registrable Securities Common Stock that the Selling Holders and any other Persons intend to include in such offering Underwritten Offering exceeds the number that can be sold in such offering Underwritten Offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units Stock offered or the market for the Common UnitsStock, then the Registrable Securities Common Stock to be included in such Underwritten Offering shall include the number of Registrable Securities shares of Common Stock that such Managing Underwriter or Underwriters advises Atlas Energy, or Atlas Energy reasonably determines, the Company can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas Energythe Company, and (ii) second, if there remains any availability for additional shares of Common Stock to be included in such Underwritten Offering following the allocation to the Company, pro rata among the all Selling Holders who have requested participation in such Underwritten Offering. The pro rata allocations for each such Selling Holder shall be the product of (aA) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders participating in such the Underwritten Offering (for the avoidance of doubt, after giving effect to the allocation to the Company pursuant to clause (i) of the preceding sentence) multiplied by (bB) the fraction derived by dividing (x) the number of Registrable Securities the shares of Common Stock owned on the Closing Date at such time by such Selling Holder by (y) the aggregate number of Registrable Securities Common Stock owned on the Closing Date at such time by all Selling Holders participating in the Underwritten Offering. All Each participating Selling Holders Holder also shall have the opportunity to share include in the Underwritten Offering its pro rata that portion allocation of any Common Stock other Selling Holders do not elect to sell in such priority allocable to any Selling Holder(s) not so participatingUnderwritten Offering under this Section 2.02(b).

Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises Atlas EnergyLinn, or Atlas Energy Linn reasonably determines, that the total amount of Registrable Securities Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Registrable Securities Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas EnergyLinn, or Atlas Energy Linn reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas EnergyLinn, and (ii) second, pro rata among (A) Quantum Energy Partners II, LP, a Delaware limited partnership, Cxxxx Partners I, L.P., a New York limited partnership, Kings Highway Investment, LLC, a Connecticut limited liability company and Wauwinet Energy Partners, LLC, a Delaware limited liability company (collectively, the “Partners”) and (B) the Selling Holders who have requested participation in such Underwritten Offering. The pro rata allocations for each such Partner and each such Selling Holder shall be the product of (a) the aggregate number of Registrable Securities Units proposed to be sold by all Partners and Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities Units owned on the Closing Date by such Partner or Selling Holder by (y) the aggregate number of Registrable Securities Units owned on the Closing Date by all Partners and Selling Holders participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating. As of the date of execution of this Agreement, there are no other Persons with Registration Rights relating to Units or Class B Units other than as described in this Section 2.02(b).

Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises Atlas Energythe Company, or Atlas Energy the Company reasonably determines, that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Registrable Securities Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas Energythe Company, or Atlas Energy the Company reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas Energythe Company, and (ii) second, if the EnCap Holders have exercised their demand registration rights provided for in the Partnership Agreement, to the EnCap Holders, and (iii) third, pro rata among the Selling Holders, the EnCap Holders (to the extent that they have not exercised their demand registration rights provided for in the Partnership Agreement) and the EnerVest Holders who have requested participation in such Underwritten Offering. The pro rata allocations for each such Selling Holder, EnCap Holder and EnerVest Holder shall be the product of (a) the aggregate number of Registrable Securities Common Units proposed to be sold by all of the Selling Holders, EnCap Holders and EnerVest Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities (in the case of a Selling Holder) or Common Units (in the case of an EnCap Holder or EnerVest Holder) owned on the Closing Date date of the notice of the proposed Underwritten Offering required by Section 2.02(a) by such Selling Holder Person by (y) the aggregate of the number of Registrable Securities owned on by the Closing Date by all Selling Holders on such date and the number of Common Units owned by the EnCap Holders and the EnerVest Holders on such date, in each case to the extent that such Selling Holders, EnCap Holders and EnerVest Holders are participating in the Underwritten Offering. All participating Selling Holders shall have As of the opportunity date of execution of this Agreement, there are no other Persons with Registration Rights relating to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participatingCommon Units other than as described in this Section 2.02(b).

Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units Stock included in an Underwritten Offering involving Included Registrable Securities advises Atlas EnergyCEI, or Atlas Energy CEI reasonably determines, that the total amount of Registrable Securities Common Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units Stock offered or the market for the Common UnitsStock, then the Registrable Securities Common Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas EnergyCEI, or Atlas Energy CEI reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas EnergyCEI, and (ii) second, pro rata among to ALLIED, and (iii) third, to the Selling Holders who have requested participation in such Underwritten Offering. The pro rata allocations for each such Selling Holder shall be the product of (a) the aggregate number of Registrable Securities Common Stock proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities shares of Common Stock owned on the Closing Date most recent practicable date by such Selling Holder by (y) the aggregate number of Registrable Securities shares of Common Stock owned on the Closing Date most recent practicable date by all Selling Holders participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating. As of the date of execution of this Agreement, there are no other Persons with Registration Rights relating to Common Stock other than as described in this Section 2.02(b) .

Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units Stock included in an Underwritten Offering involving Included Registrable Securities advises Atlas EnergyPAPI, or Atlas Energy PAPI reasonably determines, that the total amount of Registrable Securities Common Stock that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units Stock offered or the market for the Common UnitsStock, then the Registrable Securities Common Stock to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas EnergyPAPI, or Atlas Energy PAPI reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas Energy, PAPI and (ii) second, pro rata among to the Selling Holders who have requested participation in such Underwritten Offering. The pro rata allocations for each such Selling Holder shall be the product of (a) the aggregate number of Registrable Securities Common Stock proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities shares of Common Stock owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities shares of Common Stock owned on the Closing Date by all Selling Holders participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating. As of the date of execution of this Agreement, there are no other Persons with Registration Rights relating to Common Stock other than as described in this Section 2.02(b).

Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Atlas Common Units included in an Underwritten Offering involving Included Registrable Securities advises Atlas EnergyAtlas, or Atlas Energy reasonably determines, that the total amount of Registrable Securities that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Atlas Common Units offered or the market for the Atlas Common Units, then the Registrable Securities to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas EnergyAtlas, or Atlas Energy reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas EnergyAtlas, and (ii) second, pro rata among the all Selling Holders, Prior Selling Holders and holders of any other securities of Atlas having rights of registration on parity with the Registrable Securities (“Parity Holders”) who have requested participation in such Underwritten Offering. The pro rata allocations for each such Selling Holder shall be the product of (aA) the aggregate number of Registrable Securities proposed to be sold by all Selling Holders, Prior Selling Holders and Parity Holders participating in such the Underwritten Offering multiplied by (bB) the fraction derived by dividing (x) the number of Registrable Securities owned on the Closing Date such time by such Selling Holder by (y) the aggregate number of Registrable Securities owned on the Closing Date at such time by all Selling Holders, prior Selling Holders and Parity Holders participating in the Underwritten Offering. All participating Selling Holders, Prior Selling Holders and Parity Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s), Prior Selling Holder(s) or Parity Holders not so participating.

Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises Atlas Constellation Energy, or Atlas Constellation Energy reasonably determines, that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Registrable Securities Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas Constellation Energy, or Atlas Constellation Energy reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas Constellation Energy or, in the case of a demand by an Affiliate of Constellation Energy, such Affiliate, and (ii) second, pro rata among to the Selling Holders who have requested participation in such Underwritten Offering. The pro rata allocations for each such Selling Holder shall be the product of (a) the aggregate number of Registrable Securities Common Units proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities Common Units owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities Common Units owned on the Closing Date by all Selling Holders participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating. As of the date of execution of this Agreement, there are no other Persons with Registration Rights relating to Common Units or Class E Units other than as described in this Section 2.02(b).

Priority of Rights. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering of Common Units included in an Underwritten Offering involving Included Registrable Securities advises Atlas Constellation Energy, or Atlas Constellation Energy reasonably determines, that the total amount of Registrable Securities Common Units that the Selling Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a material adverse effect on the price, timing or distribution of the Common Units offered or the market for the Common Units, then the Registrable Securities Common Units to be included in such Underwritten Offering shall include the number of Registrable Securities that such Managing Underwriter or Underwriters advises Atlas Constellation Energy, or Atlas Constellation Energy reasonably determines, can be sold without having such adverse effect, with such number to be allocated (i) first, to Atlas Constellation Energy or, in the case of a demand by an Affiliate of Constellation Energy, such Affiliate and (ii) second, pro rata among to the Selling Holders party to this Agreement and those party to that certain Registration Rights Agreement dated as of April 23, 2007, by and among Constellation Energy and the purchasers named therein, in each case, who have requested participation in such Underwritten Offering. The pro rata allocations for each such Selling Holder shall be the product of (a) the aggregate number of Registrable Securities Common Units proposed to be sold by all Selling Holders in such Underwritten Offering multiplied by (b) the fraction derived by dividing (x) the number of Registrable Securities Common Units owned on the Closing Date by such Selling Holder by (y) the aggregate number of Registrable Securities Common Units owned on the Closing Date by all Selling Holders participating in the Underwritten Offering. All participating Selling Holders shall have the opportunity to share pro rata that portion of such priority allocable to any Selling Holder(s) not so participating. As of the date of execution of this Agreement, there are no other Persons with Registration Rights relating to Common Units or Class F Units other than as described in this Section 2.02(b).