0001193125-07-077835 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • April 10th, 2007 • Atlas America Inc • Crude petroleum & natural gas • Delaware

THIS MANAGEMENT AGREEMENT is made and entered into as of December 18, 2006 by and among Atlas Energy Resources, LLC, a Delaware limited liability company (“Atlas Energy”), Atlas Energy Operating Company, LLC, a Delaware limited liability company (“Operating Company” and, collectively with Atlas Energy, the “Company”), and Atlas Energy Management, Inc., a Delaware corporation (together with its permitted assignees, the “Manager”).

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CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT
Contribution, Conveyance and Assumption Agreement • April 10th, 2007 • Atlas America Inc • Crude petroleum & natural gas • Delaware

This Contribution and Assumption Agreement, dated as of December 18, 2006 (this “Contribution Agreement”), is by and among Atlas America, Inc., a Delaware corporation (“Atlas America”), Atlas Energy Resources, LLC, a Delaware limited liability company (“Atlas Energy”), and Atlas Energy Operating Company, LLC, a Delaware limited liability company (“Energy Operating”). The above-named entities are sometimes referred to in this Contribution Agreement each as a “Party” and collectively as the “Parties.”

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