0001193125-10-089017 Sample Contracts

PARTICIPATION AND DEVELOPMENT AGREEMENT By and among Atlas Energy Resources, LLC, Atlas America, LLC, Viking Resources, LLC, Atlas Resources, LLC and Reliance Marcellus, LLC Dated April 20, 2010
Participation and Development Agreement • April 21st, 2010 • Atlas Energy, Inc. • Natural gas transmission • New York

This PARTICIPATION AND DEVELOPMENT AGREEMENT (this “Agreement”) dated April 20, 2010 (the “Effective Date”) is by and among Atlas Energy Resources, LLC, a Delaware limited liability company (“Atlas Energy”), Atlas America, LLC, a Pennsylvania limited liability company (“Atlas America”), Viking Resources, LLC, a Pennsylvania limited liability company (“Viking”), Atlas Resources, LLC, a Pennsylvania limited liability company (“Atlas Resources”, and together with Atlas Energy, Atlas America and Viking, each individually and collectively, “Atlas”) and Reliance Marcellus, LLC, a Delaware limited liability company (“Reliance”). Atlas and Reliance shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

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STANDSTILL, AMI AND TRANSFER RESTRICTION AGREEMENT
Standstill, Ami and Transfer Restriction Agreement • April 21st, 2010 • Atlas Energy, Inc. • Natural gas transmission • Delaware

This STANDSTILL, AMI AND TRANSFER RESTRICTION AGREEMENT (this “Agreement”) dated April 20, 2010 (the “Effective Date”) is by and among Atlas Energy, Inc., a Delaware corporation (“Atlas Parent”), Atlas Energy Resources, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Atlas Parent (“Atlas”), Reliance Industries Limited, a company incorporated in India (“Reliance Parent”), and Reliance Marcellus, LLC, a Delaware limited liability company and a wholly owned Subsidiary of Reliance Parent (“Reliance”). Atlas Parent, Atlas, Reliance Parent and Reliance shall be referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

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