X0303 4 2009-09-29 1 0001368802 Atlas Energy Resources, LLC ATN 0001381736 Warren Ellen 1845 WALNUT STREET, 10TH FLOOR PHILADELPHIA PA 19103 1 0 0 0 Common Units 2009-09-29 4 D 0 125 D 0 D Phantom Units 2009-09-29 4 D 0 250 D Common Units 250 0 D Phantom Units 2009-09-29 4 D 0 375 D Common Units 375 0 D Phantom Units 2009-09-29 4 D 0 500 D common Units 500 0 D Disposed of pursuant to merger agreement between issuer and Atlas Energy, Inc. (f/k/a Atlas America, Inc.) in exchange for 145 shares of Atlas Energy, Inc. common stock, or 1.16 shares of Atlas Energy, Inc. for each unit of the issuer. These phantom units, which represented the right to receive either one Class B common unit of Atlas Energy Resources, LLC or its then fair market value in cash and vest 50% per year beginning January 24, 2010, were assumed by Atlas Energy, Inc. (f/k/a Atlas America, Inc.) in the merger. The phantom units were replaced with 290 phantom shares of Atlas Energy, Inc., or 1.16 shares of Atlas Energy, Inc. for each unit of the issuer, and which contain identical rights and vesting provisions. These phantom units, which represented the right to receive either one Class B common unit of Atlas Energy Resources, LLC or its then fair market value in cash and vest 33.3% per year beginning January 24, 2010, were assumed by Atlas Energy, Inc. (f/k/a Atlas America, Inc.) in the merger. The phantom units were replaced with 435 phantom shares of Atlas Energy, Inc., or 1.16 shares of Atlas Energy, Inc. for each unit of the issuer, and which contain identical rights and vesting provisions. These phantom units, which represented the right to receive either one Class B common unit of Atlas Energy Resources, LLC or its then fair market value in cash and vest 25% per year beginning January 24, 2010, were assumed by Atlas Energy, Inc. (f/k/a Atlas America, Inc.) in the merger. The phantom units were replaced with 580 phantom shares of Atlas Energy, Inc., or 1.16 shares of Atlas Energy, Inc. for each unit of the issuer, and which contain identical rights and vesting provisions. Lisa Washington, Attorney-in-Fact 2009-10-01