0001193125-10-082651 Sample Contracts

FORM OF 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 [ ], 2010
Participation and Development Agreement • April 13th, 2010 • Atlas Energy Resources, LLC • Crude petroleum & natural gas • New York

This PARTICIPATION AND DEVELOPMENT AGREEMENT (this “Agreement”) dated April [ ], 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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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 Resources, LLC • Crude petroleum & natural gas • 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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