EX-10.1



 Exhibit 10.1 

Execution Version 

REGISTRATION RIGHTS AGREEMENT 

among 
 ATLAS ENERGY GROUP, LLC

 and 
 THE LENDERS
NAMED ON SCHEDULE A HERETO 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
		
	Article I DEFINITIONS	  	 	1	  
			
		 	Section 1.01 Definitions	  	 	1	  
			
		 	Section 1.02 Registrable Securities	  	 	3	  
		
	Article II REGISTRATION RIGHTS	  	 	3	  
			
		 	Section 2.01 Shelf Registration	  	 	3	  
			
		 	Section 2.02 Piggyback Registration	  	 	4	  
			
		 	Section 2.03 Underwritten Offering	  	 	5	  
			
		 	Section 2.04 Further Obligations	  	 	5	  
			
		 	Section 2.05 Cooperation by Holders	  	 	8	  
			
		 	Section 2.06 Restrictions on Public Sale by Holders of Registrable Securities	  	 	8	  
			
		 	Section 2.07 Expenses	  	 	8	  
			
		 	Section 2.08 Indemnification	  	 	8	  
			
		 	Section 2.09 Rule 144 Reporting	  	 	10	  
			
		 	Section 2.10 Transfer or Assignment of Registration Rights	  	 	10	  
			
		 	Section 2.11 Limitation on Subsequent Registration Rights	  	 	10	  
		
	Article III MISCELLANEOUS	  	 	10	  
			
		 	Section 3.01 Communications	  	 	10	  
			
		 	Section 3.02 Binding Effect	  	 	11	  
			
		 	Section 3.03 Assignment of Rights	  	 	11	  
			
		 	Section 3.04 Recapitalization, Exchanges, Etc. Affecting Units	  	 	11	  
			
		 	Section 3.05 Aggregation of Registrable Securities	  	 	11	  
			
		 	Section 3.06 Specific Performance	  	 	11	  
			
		 	Section 3.07 Counterparts	  	 	12	  
			
		 	Section 3.08 Governing Law, Submission to Jurisdiction	  	 	12	  
			
		 	Section 3.09 Waiver of Jury Trial	  	 	12	  
			
		 	Section 3.10 Entire Agreement	  	 	12	  
			
		 	Section 3.11 Amendment	  	 	12	  
			
		 	Section 3.12 No Presumption	  	 	12	  
			
		 	Section 3.13 Obligations Limited to Parties to Agreement	  	 	12	  
			
		 	Section 3.14 Interpretation	  	 	13	  
		
	Schedule A — Lender Name; Notice and Contact Information	  	 	18	  


  
 -i- 








 REGISTRATION RIGHTS AGREEMENT 

This REGISTRATION RIGHTS AGREEMENT, dated as of April 27, 2016 (this “Agreement”) is entered into
by and among ATLAS ENERGY GROUP, LLC, a Delaware limited liability company (the “Company”), and each of the Persons set forth on Schedule A hereto (the “Lenders”). 

WHEREAS, this Agreement is made in connection with the issuance of warrants (“Warrants”) to purchase Common Units of
the Company made pursuant to that certain Second Lien Credit Agreement, dated as of March 30, 2016 (the date of such closing, the “Closing Date”), by and among New Atlas Holdings, LLC, a Delaware limited liability
company, the Company and the Lenders (the “Credit Agreement”); and 
 WHEREAS, the Company has agreed to provide the
registration and other rights set forth in this Agreement for the benefit of the Lenders pursuant to the Credit Agreement. 
 NOW THEREFORE,
in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 

ARTICLE I 

DEFINITIONS 

Section 1.01 Definitions. As used in this Agreement, the following terms have the meanings indicated: 

“Affiliate” means, with respect to a specified Person, any other Person, whether now in existence or hereafter
created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, “controlling,”
“controlled by” and “under common control with”) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise. 
 “Agreement” has the meaning set forth in the introductory paragraph of this Agreement.

 “Business Day” means any day other than a Saturday, Sunday, any federal holiday or day on which banking
institutions in the State of New York are authorized or required by law or other governmental action to close. 
 “Closing
Date” has the meaning set forth in the Recitals of this Agreement. 
 “Commission” means the United
States Securities and Exchange Commission. 
 “Common Units” shall have the meaning specified in the LLC Agreement.

 “Company” has the meaning set forth in the introductory paragraph of this Agreement. 

“Credit Agreement” has the meaning set forth in the Recitals of this Agreement. 

“Effective Date” means the date of effectiveness of any Registration Statement. 

“Effectiveness Period” has the meaning specified in Section 2.01(a). 

“Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and
regulations of the Commission promulgated thereunder. 
 “Holder” means the record holder of any Registrable
Securities. 
 “Holder Underwriter Registration Statement” has the meaning specified in Section 2.04(q).

 “Included Registrable Securities” has the meaning specified in Section 2.02(a). 

“Lenders” has the meaning set forth in the introductory paragraph of this Agreement. 

  
 1 








 “LLC Agreement” means the Third Amended and Restated Limited Liability
Company Agreement of the Company, as amended from time to time. 
 “Losses” has the meaning specified in
Section 2.08(a). 
 “Managing Underwriter” means, with respect to any Underwritten Offering, the book
running lead manager of such Underwritten Offering. 
 “NYSE” means the New York Stock Exchange. 

“OTC Bulletin Board” means the Financial Industry Regulatory Authority OTC Bulletin Board electronic inter-dealer
quotation system. 
 “Other Holder” has the meaning specified in Section 2.02(a). 

“Person” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited
liability company, unincorporated organization, government or any agency, instrumentality or political subdivision thereof or any other form of entity. 

“Piggyback Notice” has the meaning specified in Section 2.02(a). 

“Piggyback Opt-Out Notice” has the meaning specified in Section 2.02(a). 

“Piggyback Registration” has the meaning specified in Section 2.02(a). 

“PIK Common Units” means any additional Common Units issued by the Company to the Lenders as in-kind interest payments
pursuant to the terms of the Credit Agreement. 
 “Pink OTC Markets” means the OTC Markets Group Inc. electronic
inter-dealer quotation system, including OTCQX, OTCQB and OTC Pink. 
 “Record Date” has the meaning specified in
the LLC Agreement. 
 “Registration” means any registration pursuant to this Agreement, including pursuant to a
Registration Statement or a Piggyback Registration. 
 “Registrable Securities” means the Common Units issuable upon
conversion of the Warrants and the PIK Common Units, all of which are subject to the rights provided herein until such time as such securities cease to be Registrable Securities pursuant to Section 1.02. 

“Registration Expenses” has the meaning specified in Section 2.07(a). 

“Registration Statement” has the meaning specified in Section 2.01(a). 

“Securities Act” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of
the Commission promulgated thereunder. 
 “Selling Expenses” has the meaning specified in
Section 2.07(a). 
 “Selling Holder” means a Holder who is selling Registrable Securities pursuant to a
Registration Statement. 
 “Selling Holder Indemnified Persons” has the meaning specified in
Section 2.08(a). 
 “Underwritten Offering” means an offering (including an offering pursuant to a
Registration Statement) in which Common Units are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a “bought deal” with one or more investment banks. 

“Warrant” has the meaning set forth in the Recitals of this Agreement. 

  
 2 








 “WKSI” means a well-known seasoned issuer (as defined in the rules and
regulations of the Commission). 
 Section 1.02 Registrable Securities. Any Registrable Security will cease to be a
Registrable Security upon the earliest to occur of the following: (a) when a registration statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has been sold or
disposed of pursuant to such effective registration statement, (b) when such Registrable Security has been disposed of (excluding transfers or assignments by a Holder to an Affiliate or to another Holder or any of its Affiliates or to any
assignee or transferee to whom the rights under this Agreement have been transferred pursuant to Section 2.10) pursuant to any section of Rule 144 (or any similar provision then in effect) under the Securities Act, (c) when
such Registrable Security is held by the Company or one of its direct or indirect subsidiaries and (d) when such Registrable Security has been sold or disposed of in a private transaction in which the transferor’s rights under this
Agreement are not assigned to the transferee of such securities pursuant to Section 2.10. In addition, a Holder will cease to have rights to require registration of any Registrable Securities held by that Holder under this Agreement on
the later of (i) the earlier of (x) the fourth anniversary of the date on which all of such Holder’s Warrants have been exercised for Common Units and (y) the tenth anniversary of the date hereof and (ii) the earlier of
(x) the date on which such Holder is no longer an “affiliate” as such term is defined in Rule 144 promulgated under the Securities Act and (y) the tenth anniversary of the date hereof. 

ARTICLE II 

REGISTRATION RIGHTS 

Section 2.01 Shelf Registration. 

(a) Shelf Registration. If the Company shall receive from any Holder, on or at any time after the date ninety (90) days
after the Closing Date, a written request that the Company file a registration statement with respect to any of such Holder’s Registrable Securities, the Company shall, within ninety (90) days of receipt, use its commercially reasonable
efforts to (i) prepare and file an initial registration statement under the Securities Act to permit the public resale of Registrable Securities from time to time as permitted by Rule 415 (or any similar provision adopted by the Commission
then in effect) of the Securities Act (a “Registration Statement”) and (ii) cause such initial Registration Statement to become effective no later than one hundred twenty (120) days after the receipt of such notice.
The Company will use its commercially reasonable efforts to cause any such initial Registration Statement filed pursuant to this Section 2.01(a) to be continuously effective under the Securities Act, with respect to any Holder, until the
earliest to occur of the following: (A) the date on which all Registrable Securities covered by the Registration Statement have been distributed in the manner set forth and as contemplated in such Registration Statement, (B) the date on
which there are no longer any Registrable Securities outstanding and (C) the tenth anniversary of the date hereof (in each case of clause (A), (B) or (C), the “Effectiveness Period”). A Registration Statement
filed pursuant to this Section 2.01(a) shall be on such appropriate registration form of the Commission as shall be selected by the Company; provided that, if the Company is then eligible, it shall file such Registration Statement on
Form S-3. A Registration Statement when declared effective (including the documents incorporated therein by reference) will comply as to form in all material respects with all applicable requirements of the Securities Act and the Exchange Act
and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (and, in the case of any prospectus contained in such Registration
Statement, in the light of the circumstances under which a statement is made). As soon as practicable following the date that a Registration Statement becomes effective, but in any event within three (3) Business Days of such date, the Company
shall provide the Holders with written notice of the effectiveness of a Registration Statement. 
 If the Holders receive PIK Common
Units subsequent to the effectiveness of an initial Registration Statement, any Holder may request that the Company file an additional Registration Statement with respect to such additional Registrable Securities; provided, that the Company
shall not be required to file such an additional Registration Statement unless at least $1 million of incremental Registrable Securities are proposed to be included (determined by multiplying the number of Registrable Securities owned by the average
of the closing price on the NYSE, OTC Bulletin Board, Pink OTC Markets or any similar interdealer quotation system if the Company is not listed on the NYSE, for the Common Units for the ten trading days preceding the date of such notice);
provided, further, that the Company shall not be required to file more than three (3) Registration Statements in the aggregate pursuant to this Section 2.01(a).  

If the Company is a WKSI and permitted to add additional Registrable Securities to an effective Registration Statement, it may do so to
satisfy its obligations under this Section 2.01(a) in lieu of filing a separate Registration Statement. 
 (b)
Delay Rights. Notwithstanding anything to the contrary contained herein, the Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a Registration Statement, suspend such Selling
Holder’s use  

  
 3 








 
of any prospectus which is a part of such Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Registration
Statement) if (i) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company’s ability to pursue or consummate such a transaction would
be materially and adversely affected by any required disclosure of such transaction in such Registration Statement or (ii) the Company has experienced some other material non-public event, the disclosure of which at such time, in the good faith
judgment of the Company, would materially and adversely affect the Company; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Registration Statement for a period
that exceeds forty-five (45) consecutive days or an aggregate of sixty (60) days in any 180-day period or ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition
described above, the Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such
other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement. 

Section 2.02 Piggyback Registration. 

(a) Participation. If on or at any time after the date ninety (90) days after the Closing Date the Company proposes to file
(i) a Registration Statement on a form which would permit the registration of Registrable Securities (other than a Registration Statement on Form S-4 or S-8) for purposes of registering the offer and sale of Common Units by the Company or
on behalf of any other Persons who have or have been granted registration rights (“Other Holders”) or (ii) a prospectus supplement relating to the sale of Common Units pursuant to an effective “automatic”
registration statement, so long as the Company is a WKSI at such time or, whether or not the Company is a WKSI, so long as the Registrable Securities were previously included in the underlying shelf Registration Statement or are included on an
effective Registration Statement, or in any case in which Holders may participate in such offering without the filing of a post-effective amendment, in each case, for the sale of Common Units in an Underwritten Offering (including an Underwritten
Offering undertaken pursuant to Section 2.03), then the Company shall give not less than three Business Days’ notice (including, but not limited to, notification by electronic mail) (the “Piggyback Notice”)
of such proposed Underwritten Offering to each Holder (together with its Affiliates) and such Piggyback Notice shall offer such Holder the opportunity to include in such Underwritten Offering such number of Registrable Securities (the
“Included Registrable Securities”) as such Holder may request in writing (a “Piggyback Registration. Each Piggyback Notice shall be provided to Holders by 9:00 a.m. New York City time on a Business Day
pursuant to Section 3.01. Each such Holder will have two Business Days (or one Business Day in connection with any overnight or bought Underwritten Offering) after such Piggyback Notice has been delivered to request in writing the
inclusion of Registrable Securities in the Underwritten Offering for Other Holders. If no request for inclusion from a Holder is received within the specified time, such Holder shall have no further right to participate in such Underwritten
Offering. If, at any time after giving written notice of its intention to undertake an Underwritten Offering and prior to the closing of such Underwritten Offering, the Company shall determine for any reason not to undertake or to delay such
Underwritten Offering, the Company may, at its election, give written notice of such determination to the Selling Holders and, (1) in the case of a determination not to undertake such Underwritten Offering, shall be relieved of its obligation
to sell any Included Registrable Securities in connection with such terminated Underwritten Offering, and (2) in the case of a determination to delay such Underwritten Offering, shall be permitted to delay offering any Included Registrable
Securities for the same period as the delay in the Underwritten Offering. Any Selling Holder shall have the right to withdraw such Selling Holder’s request for inclusion of such Selling Holder’s Registrable Securities in such Underwritten
Offering by giving written notice to the Company of such withdrawal at least one Business Day prior to the time of pricing of such Underwritten Offering. Any Holder may deliver written notice (a “Piggyback Opt-Out Notice”) to
the Company requesting that such Holder not receive notice from the Company of any proposed Underwritten Offering; provided, however, that such Holder may later revoke any such Piggyback Opt-Out Notice in writing. Following receipt of a
Piggyback Opt-Out Notice from a Holder (unless subsequently revoked), the Company shall not be required to deliver any notice to such Holder pursuant to this Section 2.02(a) and such Holder shall no longer be entitled to participate in
Underwritten Offerings pursuant to this Section 2.02(a), unless such Piggyback Opt-Out Notice is revoked by such Holder. 

(b) Priority of Piggyback Registration. If the Managing Underwriter or Underwriters of any proposed Underwritten Offering
advise the Company that the total amount of Registrable Securities that the Selling Holders and any Other Holders intend to include in such offering exceeds the number that can be sold in such offering without being likely to have an adverse effect
on the price, timing or distribution of the Common Units offered or the market for the Common Units in any material respect, then the Common Units to be included in such Underwritten Offering shall include (i) first, all
securities proposed to be offered by the Company and (ii) second, only the number of Registrable Securities proposed to be included by the Selling Holders and Other Holders that such Managing Underwriter or Underwriters
advise the Company can be sold without having such adverse effect, with such number to be allocated pro rata among the Selling Holders and the Other Holders who have  

  
 4 








 
requested such Underwritten Offering or participation in the Piggyback Registration (based, for each such Selling Holder or Other Holder, on the percentage derived by dividing (A) the number
of Common Units proposed to be sold by such Selling Holder or such Other Holder in such offering by (B) the aggregate number of Common Units proposed to be sold by all Selling Holders and all Other Holders in the Piggyback Registration). 

Section 2.03 Underwritten Offering. 

(a) S-3 Registration. In the event that any of the Holders elect to dispose of Registrable Securities under a Registration
Statement pursuant to an Underwritten Offering and reasonably expect gross proceeds of at least $25 million (determined by multiplying the number of Registrable Securities owned by the average of the closing price on the NYSE, OTC Bulletin
Board, Pink OTC Markets or any similar interdealer quotation system if the Company is not listed on the NYSE, for the Common Units for the ten trading days preceding the date of such notice) from such Underwritten Offering (together with any
Registrable Securities to be disposed of by a Selling Holder who has elected to participate in such Underwritten Offering pursuant to Section 2.02), the Company shall, at the request of such Selling Holder(s), enter into an underwriting
agreement in a form as is customary in Underwritten Offerings of securities by the Company with the Managing Underwriter or Underwriters selected by the Company, which shall include, among other provisions, indemnities to the effect and to the
extent provided in Section 2.08, and shall take all such other reasonable actions as are requested by the Managing Underwriter in order to expedite or facilitate the disposition of such Registrable Securities; provided, however,
that the Company shall have no obligation to facilitate or participate in, including entering into any underwriting agreement, more than an aggregate of three (3) Underwritten Offerings or one (1) Underwritten Offering in any twelve-month
period requested by the Holders; provided, further, that if the Company is conducting or actively pursuing a securities offering with anticipated offering proceeds of at least $25 million (other than in connection with any at-the-market
offering or similar continuous offering program), then the Company may suspend such Selling Holder’s right to require the Company to conduct an Underwritten Offering on such Selling Holder’s behalf pursuant to this
Section 2.03; provided, however, that the Company may only suspend such Selling Holder’s right to require the Company to conduct an Underwritten Offering pursuant to this Section 2.03 once in any six month period. 

(b) General Procedures. In connection with any Underwritten Offering contemplated by Section 2.03(a), the
underwriting agreement into which each Selling Holder and the Company shall enter shall contain such representations, covenants, indemnities (subject to Section 2.08) and other rights and obligations as are customary in Underwritten
Offerings of securities by the Company. No Selling Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling
Holder’s authority to enter into such underwriting agreement and to sell, and its ownership of, the securities being registered on its behalf, its intended method of distribution and any other representation required by law. If any Selling
Holder disapproves of the terms of an Underwritten Offering contemplated by this Section 2.03, such Selling Holder may elect to withdraw therefrom by notice to the Company and the Managing Underwriter; provided, however, that such
withdrawal must be made at least one Business Day prior to the time of pricing of such Underwritten Offering to be effective. No such withdrawal or abandonment shall affect the Company’s obligation to pay Registration Expenses. 

Section 2.04 Further Obligations. In connection with its obligations under this Article II, the Company will: 

(a) promptly prepare and file with the Commission such amendments and supplements to a Registration Statement and the prospectus used in
connection therewith as may be necessary to keep such Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable
Securities covered by such Registration Statement; 
 (b) if a prospectus supplement will be used in connection with the marketing of an
Underwritten Offering under a Registration Statement and the Managing Underwriter at any time shall notify the Company in writing that, in the sole judgment of such Managing Underwriter, inclusion of detailed information to be used in such
prospectus supplement is of material importance to the success of such Underwritten Offering, the Company shall use its commercially reasonable efforts to include such information in such prospectus supplement; 

(c) furnish to each Selling Holder (i) as far in advance as reasonably practicable before filing a Registration Statement or any other
registration statement contemplated by this Agreement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by
reference therein to the extent then required by the rules and regulations of the Commission), and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is
contained therein and, to the extent timely received, make the corrections reasonably requested by such Selling Holder 

  
 5 








 
with respect to such information prior to filing such Registration Statement or such other registration statement and the prospectus included therein or any supplement or amendment thereto, and
(ii) such number of copies of such Registration Statement or such other registration statement and the prospectus included therein and any supplements and amendments thereto as such Persons may reasonably request in order to facilitate the
public sale or other disposition of the Registrable Securities covered by such Registration Statement or other registration statement; 

(d) if applicable, use its commercially reasonable efforts to promptly register or qualify the Registrable Securities covered by any
Registration Statement or any other registration statement contemplated by this Agreement under the securities or blue sky laws of such jurisdictions as the Selling Holders or, in the case of an Underwritten Offering, the Managing Underwriter, shall
reasonably request; provided, however, that the Company will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action that would subject it to general
service of process in any such jurisdiction where it is not then so subject; 
 (e) promptly notify each Selling Holder, at any time
when a prospectus relating thereto is required to be delivered by any of them under the Securities Act, of (i) the filing of a Registration Statement or any other registration statement contemplated by this Agreement or any prospectus or
prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to a Registration Statement or any other registration statement or any post-effective amendment thereto, when the same has become
effective; and (ii) the receipt of any written comments from the Commission with respect to any filing referred to in clause (i) and any written request by the Commission for amendments or supplements to any such Registration Statement or
any other registration statement or any prospectus or prospectus supplement thereto; 
 (f) promptly notify each Selling Holder, at any time
when a prospectus relating thereto is required to be delivered by any of them under the Securities Act, of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in a Registration Statement or any
other registration statement contemplated by this Agreement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not
misleading (in the case of any prospectus contained therein, in the light of the circumstances under which a statement is made); (ii) the issuance or express threat of issuance by the Commission of any stop order suspending the effectiveness of
a Registration Statement or any other registration statement contemplated by this Agreement, or the initiation of any proceedings for that purpose; or (iii) the receipt by the Company of any notification with respect to the suspension of the
qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice, the Company agrees to, as promptly as practicable, amend or supplement the prospectus
or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the
statements therein not misleading in the light of the circumstances then existing and to take such other action as is reasonably necessary to remove a stop order, suspension, threat thereof or proceedings related thereto; 

(g) upon request and subject to appropriate confidentiality obligations, furnish to each Selling Holder copies of any and all transmittal
letters or other correspondence with the Commission or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to such offering of Registrable
Securities; 
 (h) in the case of an Underwritten Offering, furnish, or use its reasonable efforts to cause to be furnished, upon
request, (i) an opinion of counsel for the Company addressed to the underwriters, dated the date of the closing under the applicable underwriting agreement and (ii) a “comfort” letter addressed to the underwriters,
dated the pricing date of such Underwritten Offering and a letter of like kind dated the date of the closing under the applicable underwriting agreement, in each case, signed by the independent public accountants who have certified the
Company’s financial statements included or incorporated by reference into the applicable Registration Statement, and each of the opinion and the “comfort” letter shall be in customary form and covering substantially the
same matters with respect to such Registration Statement (and the prospectus and any prospectus supplement) as have been customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to the underwriters in
Underwritten Offerings of securities by the Company and such other matters as such underwriters may reasonably request; 
 (i)
otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission; 
 (j) make
available to the appropriate representatives of the Managing Underwriter during normal business hours access to such information and Company personnel as is reasonable and customary to enable such parties to establish a due diligence defense under
the Securities Act; provided, however, that the Company need not disclose any non-public information to any such representative unless and until such representative has entered into a confidentiality agreement with the Company; 

  
 6 








 (k) use its commercially reasonable efforts to cause all Registrable Securities registered
pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which similar securities issued by the Company are then listed; 

(l) use its commercially reasonable efforts to cause Registrable Securities to be registered with or approved by such other governmental
agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Selling Holders to consummate the disposition of such Registrable Securities; 

(m) provide a transfer agent and registrar for all Registrable Securities covered by any Registration Statement not later than the Effective
Date of such Registration Statement; 
 (n) enter into customary agreements and take such other actions as are reasonably requested by the
Selling Holders or the underwriters, if any, in order to expedite or facilitate the disposition of Registrable Securities (including making appropriate officers of the Company available to participate in customary marketing activities); provided,
however, that the officers of the Company shall not be required to dedicate an unreasonably burdensome amount of time in connection with any roadshow and related marketing activities for any Underwritten Offering; 

(o) if reasonably requested by a Selling Holder, (i) incorporate in a prospectus supplement or post-effective amendment such information
as such Selling Holder reasonably requests to be included therein relating to the sale and distribution of Registrable Securities, including information with respect to the number of Registrable Securities being offered or sold, the purchase price
being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such offering; and (ii) make all required filings of such prospectus supplement or post-effective amendment after being notified of the matters
to be incorporated in such prospectus supplement or post-effective amendment; 
 (p) if reasonably required by the Company’s transfer
agent, the Company shall promptly deliver any authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to transfer such Registrable Securities without legend upon sale by the Holder of
such Registrable Securities under the Registration Statement; and 
 (q) if any Holder could reasonably be deemed to be an
“underwriter,” as defined in Section 2(a)(11) of the Securities Act, in connection with the Registration Statement and any amendment or supplement thereof (a “Holder Underwriter Registration
Statement”), then the Company will reasonably cooperate with such Holder in allowing such Holder to conduct customary “underwriter’s due diligence” with respect to the Company and satisfy its obligations in
respect thereof. In addition, at any Holder’s request, the Company will furnish to such Holder, on the date of the effectiveness of the Holder Underwriter Registration Statement and thereafter from time to time on such dates as such Holder may
reasonably request (provided that such request shall not be more frequently than on an annual basis unless such Holder is offering Registrable Securities pursuant to a Holder Underwriter Registration Statement), (i) a
“comfort” letter, dated such date, from the Company’s independent certified public accountants in form and substance as has been customarily given by independent certified public accountants to underwriters in
Underwritten Offerings of securities by the Company, addressed to such Holder, (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of the Holder Underwriter Registration Statement, in form, scope and
substance as has been customarily given in Underwritten Offerings of securities by the Company, including standard “10b-5” negative assurance for such offerings, addressed to such Holder and (iii) a standard
officer’s certificate from the chief executive officer or chief financial officer, or other officers serving such functions, of the Company addressed to the Holder, as has been customarily given by such officers in Underwritten Offerings of
securities by the Company. The Company will also use its reasonable efforts to provide legal counsel to such Holder with an opportunity to review and comment upon any such Holder Underwriter Registration Statement, and any amendments and supplements
thereto, prior to its filing with the Commission. 
 Notwithstanding anything to the contrary in this Section 2.04, the
Company will not name a Holder as an underwriter (as defined in Section 2(a)(11) of the Securities Act) in any Registration Statement or Holder Underwriter Registration Statement, as applicable, without such Holder’s consent. If the staff
of the Commission requires the Company to name any Holder as an underwriter (as defined in Section 2(a)(11) of the Securities Act), and such Holder does not consent thereto, then such Holder’s Registrable Securities shall not be included
on the applicable Registration Statement and the Company shall have no further obligations hereunder with respect to Registrable Securities held by such Holder, unless such Holder has not had an opportunity to conduct customary underwriter’s
due diligence as set forth in subsection (q) of this Section 2.04 with respect to the Company at the time such Holder’s consent is sought. 

  
 7 








 Each Selling Holder, upon receipt of notice from the Company of the happening of any event of the
kind described in subsection (f) of this Section 2.04, shall forthwith discontinue offers and sales of the Registrable Securities by means of a prospectus or prospectus supplement until such Selling Holder’s receipt of
the copies of the supplemented or amended prospectus contemplated by subsection (f) of this Section 2.04 or until it is advised in writing by the Company that the use of the prospectus may be resumed and has received copies
of any additional or supplemental filings incorporated by reference in the prospectus, and, if so directed by the Company, such Selling Holder will, or will request the Managing Underwriter or Managing Underwriters, if any, to deliver to the Company
(at the Company’s expense) all copies in their possession or control, other than permanent file copies then in such Selling Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such
notice. 
 Section 2.05 Cooperation by Holders. The Company shall have no obligation to include Registrable Securities of
a Holder in a Registration Statement or in an Underwritten Offering pursuant to Section 2.03(a) who has failed to timely furnish such information that the Company determines, after consultation with its counsel, is reasonably required in
order for any registration statement or prospectus supplement, as applicable, to comply with the Securities Act. 
 Section 2.06
Restrictions on Public Sale by Holders of Registrable Securities. Each Holder of Registrable Securities participating in an Underwriting Offering included in a Registration Statement agrees to enter into a customary letter agreement
with underwriters providing that such Holder will not effect any public sale or distribution of Registrable Securities during the forty-five (45) calendar day period beginning on the date of a prospectus or prospectus supplement filed with the
Commission with respect to the pricing of such Underwritten Offering; provided, however, that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the
underwriters on the Company or the officers, directors or any other Affiliate of the Company on whom a restriction is imposed and (ii) the restrictions set forth in this Section 2.06 shall not apply to any Registrable Securities
that are included in such Underwritten Offering by such Holder. 
 Section 2.07 Expenses. 

(a) Certain Definitions. “Registration Expenses” shall not include Selling Expenses but otherwise means
all expenses incident to the Company’s performance under or compliance with this Agreement to effect the registration of Registrable Securities on a Registration Statement pursuant to Section 2.01, a Piggyback Registration pursuant
to Section 2.02, or an Underwritten Offering pursuant to Section 2.03, and the disposition of such Registrable Securities, including, without limitation, all registration, filing, securities exchange listing and NYSE fees,
all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees of the Financial Industry Regulatory Authority, fees of transfer agents and registrars, all word processing, duplicating and
printing expenses, and the fees and disbursements of counsel and independent public accountants for the Company, including the expenses of any special audits or “cold comfort” letters required by or incident to such performance and
compliance. “Selling Expenses” means all underwriting fees, discounts and selling commissions and transfer taxes allocable to the sale of the Registrable Securities. 

(b) Expenses. The Company will pay all reasonable Registration Expenses, as determined in good faith, in connection with a shelf
Registration, a Piggyback Registration or an Underwritten Offering, whether or not any sale is made pursuant to such shelf Registration, Piggyback Registration or Underwritten Offering. Each Selling Holder shall pay its pro rata share of all Selling
Expenses in connection with any sale of its Registrable Securities hereunder. In addition, except as otherwise provided in Section 2.08, the Company shall not be responsible for professional fees (including legal fees) incurred by
Holders in connection with the exercise of such Holders’ rights hereunder. 
 Section 2.08 Indemnification. 

(a) By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to
this Agreement, the Company will indemnify and hold harmless each Selling Holder thereunder, its directors, officers, managers, partners, employees and agents and each Person, if any, who controls such Selling Holder within the meaning of the
Securities Act and the Exchange Act, and its directors, officers, managers, partners, employees or agents (collectively, the “Selling Holder Indemnified Persons”), against any losses, claims, damages, expenses or liabilities
(including reasonable attorneys’ fees and expenses) (collectively, “Losses”), joint or several, to which such Selling Holder Indemnified Person may become subject under the Securities Act, the Exchange Act or otherwise,
insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of
the circumstances under which such statement is made)  

  
 8 








 
contained in (which, for the avoidance of doubt, includes documents incorporated by reference in) the applicable Registration Statement or other registration statement contemplated by this
Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereof, or any free writing prospectus relating thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such
Selling Holder Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating, defending or resolving any such Loss or actions or proceedings; provided, however, that the Company will not be
liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder
Indemnified Person in writing specifically for use in the applicable Registration Statement or other registration statement, or prospectus supplement, as applicable. Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Selling Holder Indemnified Person, and shall survive the transfer of such securities by such Selling Holder. 

(b) By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the
Company, its directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Company within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company
to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement
contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however,
that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such
indemnification. 
 (c) Notice. Promptly after receipt by an indemnified party hereunder of notice of the commencement
of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not
relieve it from any liability that it may have to any indemnified party other than under this Section 2.08(c) except to the extent that the indemnifying party is materially prejudiced by such failure. In any action brought against any
indemnified party, it shall notify the indemnifying party of the commencement thereof. The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably
satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under
this Section 2.08 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided,
however, that, (i) if the indemnifying party has failed to assume the defense or employ counsel reasonably satisfactory to the indemnified party or (ii) if the defendants in any such action include both the indemnified party and the
indemnifying party and counsel to the indemnified party shall have concluded that there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, or if the
interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, then the indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to
participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasonable expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other
provision of this Agreement, no indemnifying party shall settle any action brought against any indemnified party with respect to which such indemnified party may be entitled to indemnification hereunder without the consent of the indemnified party,
unless the settlement thereof imposes no liability or obligation on, includes a complete and unconditional release from liability of, and does not contain any admission of wrongdoing by, the indemnified party. 

(d) Contribution. If the indemnification provided for in this Section 2.08 is held by a court or government agency
of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each such indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount
paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other hand, in connection with
the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall any Selling Holder be required to contribute an aggregate amount in excess of the
dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder from the sale of Registrable Securities giving rise to such indemnification. The relative fault of the indemnifying party, on the one hand, and the indemnified
party, on the other, shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information
supplied by such party, and the parties’ relative 

  
 9 








 
intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions
pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the
Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating, defending or resolving any Loss that is the subject of
this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of such fraudulent misrepresentation. 

(e) Other Indemnification. The provisions of this Section 2.08 shall be in addition to any other rights to
indemnification or contribution that an indemnified party may have pursuant to law, equity, contract or otherwise. 
 Section 2.09
Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, the Company agrees to
use its commercially reasonable efforts to: 
 (a) make and keep public information regarding the Company available, as those terms are
understood and defined in Rule 144 under the Securities Act (or any similar provision then in effect), at all times from and after the date hereof; 

(b) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the
Exchange Act at all times from and after the date hereof; and 
 (c) so long as a Holder owns any Registrable Securities, furnish
(i) to the extent accurate, forthwith upon request, a written statement of the Company that it has complied with the reporting requirements of Rule 144 under the Securities Act (or any similar provision then in effect) and (ii) unless
otherwise available via the Commission’s EDGAR filing system, to such Holder forthwith upon request a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as such Holder may reasonably
request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration. 

Section 2.10 Transfer or Assignment of Registration Rights. The rights to cause the Company to register Registrable
Securities under this Article II may be transferred or assigned by each Holder to one or more transferees or assignees of Registrable Securities or securities convertible into Registrable Securities; provided, however, that
(a) unless any such transferee or assignee is an Affiliate of, and after such transfer or assignment continues to be an Affiliate of, such Holder, the amount of Registrable Securities or securities convertible into Registrable Securities, as
applicable, transferred or assigned to such transferee or assignee shall represent at least $1 million of Registrable Securities (determined by multiplying the number of Registrable Securities owned by the average of the closing price on the
NYSE, OTC Bulletin Board, Pink OTC Markets or any similar interdealer quotation system if the Company is not listed on the NYSE, for the Common Units for the ten trading days preceding the date of such notice), (b) the Company is given written
notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned and (c) each such
transferee or assignee assumes in writing responsibility for its portion of the obligations of such transferring Holder under this Agreement. 

Section 2.11 Limitation on Subsequent Registration Rights. From and after the date hereof, the Company shall not, without
the prior written consent of the Holders of a majority of the outstanding Registrable Securities or securities convertible into Registrable Securities, as applicable, enter into any agreement with any current or future holder of any securities of
the Company that would allow such current or future holder to require the Company to include securities in any registration statement filed by the Company for Other Holders on a basis other than pari passu with, or expressly subordinate to, the
piggyback rights of the Holders of Registrable Securities hereunder. 
 ARTICLE III 

MISCELLANEOUS 

Section 3.01 Communications. All notices and demands provided for hereunder shall be in writing and shall be given by
registered or certified mail, return receipt requested, telecopy, air courier guaranteeing overnight delivery, personal delivery or (in the case of any notice given by the Company to the Lenders) email to the following addresses: 

(a) If to the Lenders, to the addresses set forth on Schedule A, with a copy to (which shall not constitute notice): 

  
 10 








 Latham & Watkins LLP 

811 Main Street, Suite 3700 

Houston, Texas 77002 

Attention: J. Michael Chambers 

Email: michael.chambers@lw.com 

(b) If to the Company: 
 Atlas
Energy Group, LLC 
 1000 Commerce Dr., Suite 400 

Pittsburgh, PA 15275 
 Fax:
215-405-3882 
 Attention: Jeffrey Slotterback 

Email: JSlotterback@atlasenergy.com 

with a copy to (which shall not constitute notice): 

Paul Hastings LLP 
 600 Travis
Street, 58th Floor 
 Houston TX 77002 

Attention: Douglas V. Getten 

                 R. William Burns 

Facsimile: (713) 353-2574 

Email: douggetten@paulhastings.com 
 or to such
other address as the Company or the Lenders may designate to each other in writing from time to time or, if to a transferee or assignee of the Lenders or any transferee or assignee thereof, to such transferee or assignee at the address provided
pursuant to Section 2.10. All notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; upon actual receipt if sent by certified or registered mail, return receipt
requested, or regular mail, if mailed; upon actual receipt of the facsimile or email copy, if sent via facsimile or email; and upon actual receipt when delivered to an air courier guaranteeing overnight delivery. 

Section 3.02 Binding Effect. This Agreement shall be binding upon the Company, each of the Lenders and their respective
successors and permitted assigns, including subsequent Holders of Registrable Securities to the extent permitted herein. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon
any Person other than the parties to this Agreement and their respective successors and permitted assigns. 
 Section 3.03
Assignment of Rights. Except as provided in Section 2.10, neither this Agreement nor any of the rights, benefits or obligations hereunder may be assigned or transferred, by operation of law or otherwise, by any party hereto
without the prior written consent of the other party. 
 Section 3.04 Recapitalization, Exchanges, Etc. Affecting Units.
The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all units of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) that may be
issued in respect of, in exchange for or in substitution of, the Registrable Securities, and shall be appropriately adjusted for combinations, unit splits, recapitalizations, pro rata distributions of units and the like occurring after the date of
this Agreement. 
 Section 3.05 Aggregation of Registrable Securities. All Registrable Securities held or acquired by
Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement. 

Section 3.06 Specific Performance. Damages in the event of breach of this Agreement by a party hereto may be difficult, if
not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to seek an injunction or other equitable relief in any court of competent
jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to
grant such an injunction or other equitable relief. The existence of this right will not preclude any such Person from pursuing any other rights and remedies at law or in equity that such Person may have. 

  
 11 








 Section 3.07 Counterparts. This Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same
agreement. 
 Section 3.08 Governing Law, Submission to Jurisdiction. This Agreement, and all claims or causes of action
(whether in contract or tort) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any
representation or warranty made in or in connection with this Agreement), will be construed in accordance with and governed by the laws of the State of Delaware without regard to principles of conflicts of laws. Any action against any party relating
to the foregoing shall be brought in any federal or state court of competent jurisdiction located within the State of Delaware, and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of any federal or state court located
within the State of Delaware over any such action. The parties hereby irrevocably waive, to the fullest extent permitted by applicable law, any objection which they may now or hereafter have to the laying of venue of any such dispute brought in such
court or any defense of inconvenient forum for the maintenance of such dispute. Each of the parties hereto agrees that a judgment in any such dispute may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by
law. 
 Section 3.09 Waiver of Jury Trial. THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVE, AND AGREE TO CAUSE THEIR
AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR OTHERWISE. THE PARTIES TO THIS AGREEMENT EACH
HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT THE PARTIES TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OF A COPY OF THIS AGREEMENT WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 
 Section 3.10 Entire
Agreement. This Agreement, the Credit Agreement and the other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the
agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein or in the Credit
Agreement with respect to the rights granted by the Company or any of its Affiliates or the Lenders or any of their respective Affiliates set forth herein or therein. This Agreement, the Credit Agreement and the other agreements and documents
referred to herein or therein supersede all prior agreements and understandings between the parties with respect to such subject matter. 

Section 3.11 Amendment. This Agreement may be amended only by means of a written amendment signed by the Company and the
Holders of a majority of the outstanding Registrable Securities or securities convertible into Registrable Securities, as applicable; provided, however, that no such amendment shall adversely affect the rights of any Holder hereunder without the
consent of such Holder. Any amendment, supplement or modification of or to any provision of this Agreement, any waiver of any provision of this Agreement, and any consent to any departure by the Company or any Purchaser from the terms of any
provision of this Agreement shall be effective only in the specific instance and for the specific purpose for which such amendment, supplement, modification, waiver or consent has been made or given. 

Section 3.12 No Presumption. This Agreement has been reviewed and negotiated by sophisticated parties with access to legal
counsel and shall not be construed against the drafter. 
 Section 3.13 Obligations Limited to Parties to Agreement. Each
of the parties hereto covenants, agrees and acknowledges that, other than as set forth herein, no Person other than the Lenders, the Selling Holders, their respective permitted assignees and the Company shall have any obligation hereunder and that,
notwithstanding that one or more of such Persons may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith shall be had against any former,
current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of such Persons or their respective permitted assignees, or any former, current or future director, officer, employee,
agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed
and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any former, current or future director, officer, 

  
 12 








 
employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of such Persons or any of their respective assignees, or any former, current or future director,
officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of such Persons or their respective permitted assignees under this Agreement or any documents or
instruments delivered in connection herewith or for any claim based on, in respect of or by reason of such obligation or its creation, except, in each case, for any assignee of any Purchaser or a Selling Holder hereunder. 

Section 3.14 Interpretation. Article, Section and Schedule references in this Agreement are references to the corresponding
Article, Section or Schedule to this Agreement, unless otherwise specified. All Schedules to this Agreement are hereby incorporated and made a part hereof as if set forth in full herein and are an integral part of this Agreement. All references to
instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word
“including” shall mean “including but not limited to” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it. Whenever the Company has an
obligation under this Agreement, the expense of complying with that obligation shall be an expense of the Company unless otherwise specified. Any reference in this Agreement to “$” shall mean U.S. dollars. Whenever any determination,
consent or approval is to be made or given by a Purchaser, such action shall be in such Purchaser’s sole discretion, unless otherwise specified in this Agreement. If any provision in this Agreement is held to be illegal, invalid, not binding or
unenforceable, (a) such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid, not binding or unenforceable provision had never comprised a part of this Agreement, and the remaining
provisions shall remain in full force and effect, and (b) the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that
the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this
Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day. Any words imparting the singular
number only shall include the plural and vice versa. The words such as “herein,” “hereinafter,” “hereof” and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words
appear unless the context otherwise requires. The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not
affect or be utilized in construing or interpreting this Agreement. 
 [Remainder of Page Left Intentionally Blank] 

  
 13 








 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the
date first written above. 
  

					
	ATLAS ENERGY GROUP, LLC, as Parent
			
		 	By:	 	 /s/ Jeffrey M. Slotterback

		 	Name:	 	Jeffrey M. Slotterback
		 	Title:	 	Chief Financial Officer and
		 		 	Authorized Signatory



  
 [Signature Page to
Registration Rights Agreement] 








 
			
	RIVERSTONE CREDIT PARTNERS, L.P.,
	as Administrative Agent and as Lender
	
	By: RCP F1 GP, L.P., its general partner
	
	By: RCP F1 GP, L.L.C., its general partner
		
	By:	 	 /s/ Christopher A. Abbate

	Name:	 	Christopher A. Abbate
	Title:	 	Managing Director



  
 [Signature Page to
Registration Rights Agreement] 








 
			
	AEG ASSET MANAGEMENT, LLC,
	as a Lender
		
	By:	 	 /s/ Jonathan Z. Cohen

	Name:	 	Jonathan Z. Cohen
	Title:	 	Chief Financial Officer



  
 [Signature Page to
Registration Rights Agreement] 








 
			
	THE LEON AND TOBY COOPERMAN FAMILY FOUNDATION,
	as a Lender
		
	By:	 	 /s/ Leon G. Cooperman

	Name:	 	Leon G. Cooperman
	Title:	 	Trustee



  
 [Signature Page to
Registration Rights Agreement] 








 Schedule A 

Lender Name; Notice and Contact Information 
  

			
	 Lender
	  	 Contact Information

	Riverstone Credit Partners, L.P.	  	 712 Fifth Avenue
 36th Floor

New York, New York 10019
 Attn: Christopher Abbate

Phone: (212) 271-2942
 Fax: (212) 993-0077

		
	AEG Asset Management, LLC	  	 1000 Commerce Dr., Suite 400
 Pittsburgh, PA
15275
 Fax: 215-405-3882
 Attention: Johnathan Z.
Cohen

		
	The Leon and Toby Cooperman Family Foundation	  	 P.O. Box 2369
 Clifton, NJ 07015-2369

Phone: (973) 778-8885