0001193125-15-075457 Sample Contracts

EMPLOYEE MATTERS AGREEMENT By and Among ATLAS ENERGY, L.P. ATLAS ENERGY GP, LLC and ATLAS ENERGY GROUP, LLC Dated as of February 26, 2015

Employee Matters Agreement • March 4th, 2015 • Atlas Energy, L.P. • Natural gas transmission • Delaware

• Contract Type
  Employee Matters Agreement
• Filed
  March 4th, 2015
• Company
  Atlas Energy, L.P.
• Industry
  Natural gas transmission
• Jurisdiction
  Delaware

This EMPLOYEE MATTERS AGREEMENT (the “Agreement”), dated as of February 26, 2015, is by and among Atlas Energy, L.P., a Delaware limited partnership (“Parent”), Atlas Energy GP, LLC, a Delaware limited liability company and the general partner of Parent (“Parent GP”), and Atlas Energy Group, LLC, a Delaware limited liability company (“SpinCo” and, together with Parent and Parent GP, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.

SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG ATLAS ENERGY, L.P. ATLAS ENERGY GP, LLC AND ATLAS ENERGY GROUP, LLC DATED AS OF FEBRUARY 26, 2015

Separation and Distribution Agreement • March 4th, 2015 • Atlas Energy, L.P. • Natural gas transmission • Delaware

• Contract Type
  Separation and Distribution Agreement
• Filed
  March 4th, 2015
• Company
  Atlas Energy, L.P.
• Industry
  Natural gas transmission
• Jurisdiction
  Delaware

This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of February 26, 2015 (this “Agreement”), is by and among Atlas Energy, L.P., a Delaware limited partnership (“Parent”), Atlas Energy GP, LLC, a Delaware limited liability company and the general partner of Parent (“Parent GP”), and Atlas Energy Group, LLC, a Delaware limited liability company (“SpinCo”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.