0001193125-06-255431 Sample Contracts

Common Units ATLAS ENERGY RESOURCES, LLC UNDERWRITING AGREEMENT December 12, 2006
Underwriting Agreement • December 18th, 2006 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • New York

This Lock-Up Agreement is being delivered to you in connection with the proposed Underwriting Agreement (the “Underwriting Agreement”) by and among Atlas Energy Resources, LLC, a Delaware limited liability company (the “Company”), the underwriters set forth on Schedule A thereto (the “Underwriters”) and the other parties named therein, with respect to the public offering (the “Offering”) of common units representing limited liability company interests in the Company (the “Common Units”).

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