0001193125-10-082652 Sample Contracts

PURCHASE AND SALE AGREEMENT between ATLAS ENERGY RESOURCES, LLC as Seller, and RELIANCE MARCELLUS, LLC as Buyer dated April 9, 2010
Purchase and Sale Agreement • April 13th, 2010 • Atlas Energy, Inc. • Natural gas transmission • New York

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed as of this 9th day of April 2010 (the “Execution Date”), by and between Atlas Energy Resources, LLC, a Delaware limited liability company (“Seller”) and Reliance Marcellus, LLC, a Delaware limited liability company (“Buyer”). Buyer and Seller may be referred to herein collectively as the “Parties,” or individually as a “Party.”

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FORM OF STANDSTILL, AMI AND TRANSFER RESTRICTION AGREEMENT
Standstill, Ami and Transfer Restriction Agreement • April 13th, 2010 • Atlas Energy, Inc. • Natural gas transmission • Delaware

This STANDSTILL, AMI AND TRANSFER RESTRICTION AGREEMENT (this “Agreement”) dated April [ ], 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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