Exhibit
10.2

    


    ESCROW
AGREEMENT

    


    ATLAS RESOURCES PUBLIC
#19-2010(B) L.P.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    ATLAS
RESOURCES PUBLIC #19-2010(B) L.P.

    


    ESCROW
AGREEMENT

    


    THIS AGREEMENT (the
“Agreement”) is effective as of ______________, 2010, by and among Atlas
Resources, LLC, a Pennsylvania limited liability company (the “Managing General
Partner”), Anthem Securities, Inc., a Pennsylvania corporation (“Anthem” or the
“Dealer-Manager”), Atlas Resources Public #19-2010(B) L.P., a Delaware limited
partnership (the “Partnership”) and Wells Fargo Bank, N.A., as escrow agent (the
“Escrow Agent”).

     

    WITNESSETH:

     

    WHEREAS, the Managing General
Partner intends to offer publicly for sale to qualified investors (the
“Investors”) up to __________ investor general partner interests and up to
_______ limited partner interests in the Partnership (the “Units”).

     

    WHEREAS, each Investor will be
required to pay his subscription in full on subscribing by check or wire (the
“Subscription Proceeds”).

     

    WHEREAS, the cost per Unit
will be $10,000 subject to certain discounts of up to 9.5% ($950 per Unit) for
sales to the Managing General Partner, its officers, directors and affiliates,
registered investment advisors and their clients, Selling Agents and their
registered representatives and principals, and investors who buy Units through
the officers and directors of the Managing General Partner.  Larger
subscriptions are permitted in $1,000 increments.

     

    WHEREAS, the Managing General
Partner and Anthem have executed an agreement (“Anthem Dealer-Manager
Agreement”) under which Anthem will solicit subscriptions for Units in all
states on a “best efforts” “all or none” basis for Subscription Proceeds of
$2,000,000 and on a “best efforts” basis for the remaining Units on behalf of
the Managing General Partner and the Partnership and under which Anthem has been
authorized to select certain members in good standing of the Financial Industry
Regulatory Authority (“FINRA”), previously known as the National Association of
Securities Dealers, Inc., to participate in the offering of the Units (“Selling
Agents”).

     

    WHEREAS, the Anthem
Dealer-Manager Agreement, the “Dealer-Manager Agreement,” provides for
compensation to the Dealer-Manager to participate in the offering of the Units,
subject to the discounts set forth above for certain Investors, which
compensation includes, but is not limited to, for each Unit sold:

     

    
      	
               
      

            	
              ·

            	
              a
      2.5% Dealer-Manager fee; and

            


    

     

    
      	
               
      

            	
              ·

            	
              a
      7% sales commission;

            


    

     

    all or a
portion of which will be reallowed to the Selling Agents and
wholesalers.

     

    WHEREAS, under the terms of
the Dealer-Manager Agreement the Subscription Proceeds are required to be held
in escrow subject to the receipt and acceptance by the Managing General Partner
of the minimum Subscription Proceeds of $2,000,000, excluding any optional
subscription by the Managing General Partner, its officers, directors, and
Affiliates.

     

    WHEREAS, the Units may also be
offered and sold by the officers and directors of the Managing General Partner
without receiving a sales commission or other compensation on their
sales.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    WHEREAS, no subscriptions to
the Partnership will be accepted after the “Offering Termination Date,” which is
the first to occur of either:

     

    
      	
               
      

            	
              ·

            	
              receipt
      of the remaining Subscription Proceeds of $_____________;
    or

            


    

     

    
      	
               
      

            	
              ·

            	
              December
      31, 2010.

            


    

     

    WHEREAS, to facilitate
compliance with the terms of the Dealer-Manager Agreement and Rule 15c2-4
adopted under the Securities Exchange Act of 1934, the Managing General Partner
and the Dealer-Manager desire to have the Subscription Proceeds deposited with
the Escrow Agent and the Escrow Agent agrees to hold the Subscription Proceeds
under the terms and conditions set forth in this Agreement.

     

    NOW, THEREFORE, in
consideration of the mutual covenants and conditions contained in this
Agreement, the parties to this Agreement, intending to be legally bound, agree
as follows:

     

    
      	
              1.

            	
              Appointment of Escrow
      Agent.  The Managing General Partner, the Partnership,
      and the Dealer-Manager appoint the Escrow Agent as the escrow agent to
      receive and to hold the Subscription Proceeds deposited with the Escrow
      Agent by the Dealer-Manager and the Managing General Partner under this
      Agreement, and the Escrow Agent agrees to serve in this capacity during
      the term and based on the provisions of this
  Agreement.

            


    

     

    
      	
              2.

            	
              Deposit of Subscription
      Proceeds.  Pending receipt of the minimum Subscription
      Proceeds of $2,000,000, the Dealer-Manager and the Managing General
      Partner shall deposit the Subscription Proceeds of each Investor to whom
      they sell Units with the Escrow Agent and shall deliver to the Escrow
      Agent a copy of the “Subscription Agreement,” which is the execution and
      subscription instrument signed by the Investor to evidence his agreement
      to purchase Units in the Partnership.  In this regard, the
      Selling Agents shall promptly transmit any and all checks received by them
      from Investors and the original executed Subscription Agreement to the
      Dealer-Manager by noon of the next business day following receipt of the
      check by them.  By noon of the next business day following the
      Dealer-Manager’s receipt of the check and the original executed
      subscription documents, the Dealer-Manager shall transmit the check and a
      copy of the executed Subscription Agreement to the Escrow
      Agent.

            


    

     

    Payment
for each subscription for Units shall be in the form of a check or wire made
payable to the Escrow Agent as follows: “Wells Fargo Bank, N.A., Escrow Agent,
Atlas Resources Public #19-2010(B) L.P.,” pending receipt of the Partnership’s
minimum Subscription Proceeds of $2,000,000.  The Escrow Agent shall
hold the Subscription Proceeds in a separate account (the “Escrow
Account”).

     

    
      	
              3.

            	
              Investment of Subscription
      Proceeds; Tax.

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Subscription Proceeds shall be invested as directed in writing by the
      Managing General Partner, in any of the following: bank savings accounts,
      bank money market accounts, short-term certificates of deposit issued by a
      bank, or short-term securities issued or guaranteed by the United States
      government.  In the absence of complete written instructions
      from the Managing General Partner, the Subscription Proceeds shall be
      deposited and invested in the Wells Fargo Money Market Deposit Account,
      which is further described herein on Appendix I.  The Managing
      General Partner confirms that it has read and understands Appendix
      I.  The interest earned shall be added to the Subscription
      Proceeds and disbursed in accordance with the provisions of Paragraph 4 or
      5 of this Agreement, as the case may be.  The Escrow Agent shall
      have no responsibility or liability for any loss which may result from any
      investment or sale of investment made pursuant to
      this Agreement.  The parties hereto acknowledge that the
      Escrow Agent is not providing investment supervision, recommendations, or
      advice.

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              For
      tax reporting purposes, all interest or other taxable income earned on the
      Subscription Proceeds in any tax year shall be taxable to the
      Partnership.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Upon
      or before the execution of this Agreement, the parties hereto shall
      provide the Escrow Agent with certified tax identification numbers by
      furnishing appropriate IRS forms W-9 or W-8 and other forms and documents
      that the Escrow Agent may reasonably request.  The parties
      hereto understand that if such tax reporting documentation is not so
      certified to the Escrow Agent, the Escrow Agent may be required by the
      Internal Revenue Code of 1986, as amended, to withhold a portion of any
      interest or other income earned on the Subscription Proceeds pursuant to
      this Agreement.  The Managing General Partner shall also provide
      tax reporting documentation for the Investors as the Escrow Agent may
      reasonably request, should the Escrow Agent be required to disburse
      Subscription Proceeds or income on Subscription Proceeds back to the
      Investors.

            


    

     

    
      	
              4.

            	
              Distribution of Subscription
      Proceeds.

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      the Escrow Agent:

            


    

     

    
      	
               
      

            	
              (i)

            	
              receives
      proper written notice from an authorized officer of the Managing General
      Partner that at least the minimum Subscription Proceeds of $2,000,000 have
      been received, deposited with the Escrow Agent and accepted by the
      Managing General Partner (a “Distribution of Subscription Proceeds
      Notice”); and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              determines
      that Subscription Proceeds for at least $2,000,000 are Distributable
      Subscription Proceeds (as defined
below);

            


    

     

    the
Escrow Agent shall promptly release and distribute to the Managing General
Partner the Distributable Subscription Proceeds plus any interest paid and
investment income earned on the Subscription Proceeds while held by the Escrow
Agent in the Escrow Account.  For purposes of this Agreement,
“Distributable Subscription Proceeds” are Subscription Proceeds which have been
deposited in the Escrow Account (1) by wire transfer; and (2) by check, but in
the case of checks only at the time that enough time has passed to permit
payments to have returned unpaid by the bank on which the check was
drawn.

     

    
      	
               
      

            	
              (b)

            	
              Following
      the distribution under Section 4(a), any remaining Subscription Proceeds,
      plus any interest paid and investment income earned on the Subscription
      Proceeds while held by the Escrow Agent in the Escrow Account, shall be
      released and distributed to the Managing General Partner by the Escrow
      Agent promptly after the Subscription Proceeds become Distributable
      Subscription Proceeds after a one business day period from the date of
      deposit.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Escrow
      Agent shall have no duty to make any disbursement, investment or other use
      of Subscription Proceeds until and unless it has good and collected funds.
      In the event that any checks deposited in the Escrow Account are returned
      or prove uncollectible after the funds represented thereby have been
      released by the Escrow Agent, then the Managing General Partner shall
      promptly reimburse the Escrow Agent for any and all costs incurred for
      such, upon request, and the Escrow Agent shall deliver the returned checks
      directly to the Investor.  The Escrow Agent shall be under no
      duty or responsibility to enforce collection of any check delivered to it
      hereunder.

            


    

     

    
      	
              5.

            	
              Separate Partnership
      Account.  During the continuation of the offering after
      the Partnership is funded with cleared Subscription Proceeds of at least
      $2,000,000 and the Escrow Agent receives the notice described in Paragraph
      4 of this Agreement, and before the Offering Termination Date, any
      additional Subscription Proceeds may be deposited by the Dealer-Manager
      and the Managing General Partner directly in a separate Partnership
      account which shall not be subject to the terms of this
      Agreement.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
              6.

            	
              Subscriptions of Pennsylvania Investors.
      Notwithstanding any other provision of this Agreement to the
      contrary:

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Escrow Agent shall deposit Subscription Proceeds from Pennsylvania
      Investors into a separate fund (“Pennsylvania Escrow Fund”) within the
      Escrow Account to be held in escrow pursuant to this Agreement for up to
      120 calendar days after the Subscription Proceeds of the first
      Pennsylvania Investor are received by the Escrow Agent.  The
      Pennsylvania Escrow Fund shall be automatically renewed for additional 120
      calendar day periods during the term of this Agreement. Funds shall be
      promptly released from the Pennsylvania Escrow Fund and distributed to the
      Managing General Partner in the same manner as described in Paragraph 4
      with respect to the Escrow Fund when Escrow Agent receives a Distribution
      of Subscription Proceeds Notice from an authorized officer of the Managing
      General Partner that   the total of all Subscription
      Proceeds received and accepted by the Managing General Partner, including
      Subscription Proceeds from Pennsylvania Investors and all other
      Subscription Proceeds (including the minimum Subscription Proceeds of
      $2,000,000), total $______________ or more, and directing the Escrow Agent
      to make such distributions to the Managing General
  Partner.

            


    

     

    The
parties agree that the Dealer-Manager and the Managing General Partner will
specifically identify subscriptions of Pennsylvania Investors to the Escrow
Agent by written notice(s) which shall be provided to Escrow Agent so that such
notice is received by Escrow Agent prior to submission to Escrow Agent of
Pennsylvania Subscription Proceeds by way of either wire transfer or
check.  Upon receipt of each such written notice, the Escrow Agent
will not commingle those subscriptions with subscriptions of residents of other
states but rather will hold such Pennsylvania Subscription Proceeds in the
Pennsylvania Escrow Fund in the Escrow Account.  Any interest and
investment income earned on such Pennsylvania Subscription Proceeds shall also
be held in the Pennsylvania Escrow Fund.

     

    
      	
               
      

            	
              (b)

            	
              If
      total Subscription Proceeds, including Subscription Proceeds received from
      Pennsylvania Investors, of at least $______________ have not been received
      and accepted by the Managing General Partner at the end of the first 120
      day escrow period, the Partnership must notify the Pennsylvania Investors
      in writing by certified mail or any other means whereby a receipt of
      delivery is obtained within ten (10) calendar days after the end of the
      escrow period that they have a right to have their Subscription Proceeds
      returned to them, together with any interest earned thereon and without
      deduction for any fees.  If a Pennsylvania Investor requests the
      return of the Investor’s Subscription Proceeds within ten (10) calendar
      days after receipt of notification, the Managing General Partner must
      return the Pennsylvania Investor’s Subscription Proceeds within 15 days
      after the Managing General Partner’s receipt of the Pennsylvania
      Investor’s request, and the Managing General Partner will promptly direct
      the Escrow Agent in a signed writing to return the Pennsylvania Investor’s
      Subscription Proceeds, plus any interest paid and investment income earned
      on the Pennsylvania Investor’s Subscription Proceeds while held by the
      Escrow Agent in the Pennsylvania Escrow Fund, directly to the Pennsylvania
      Investor.  Upon receipt of such signed, written direction from
      the Managing General Partner, the Escrow Agent shall disburse such amount
      to the Investor within three (3) Business Days after the Escrow Agent’s
      receipt of such Managing General Partner’s written
      direction.  If the Pennsylvania Investor does not timely request
      the return of the Investor’s Subscription Proceeds, then the Investor’s
      Subscription Proceeds will continue to be held in the Pennsylvania Escrow
      Fund within the Escrow Account for another 120 day period, as described in
      Paragraph 6(a), under the terms and conditions of this Agreement and this
      Paragraph 6 shall again apply to the Pennsylvania Investor’s Subscription
      Proceeds.

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
              7.

            	
              Distributions to
      Subscribers.

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      the Partnership is not funded as contemplated because less than the
      minimum Subscription Proceeds of $2,000,000 have been received and
      accepted by the Managing General Partner by twelve (12:00) p.m. (noon),
      local time, Eastern Standard Time on the Offering Termination Date, or for
      any other reason, then the Managing General Partner shall notify the
      Escrow Agent that the minimum Subscription Proceeds of $2,000,000 has not
      been met, and the Escrow Agent promptly shall distribute to each Investor,
      for which Escrow Agent has a copy of the Subscription Agreement, a refund
      check made payable to the Investor in an amount equal to the Subscription
      Proceeds of the Investor, plus any interest paid or investment income
      earned on the Investor’s Subscription Proceeds while held by the Escrow
      Agent in the Escrow Account.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      a subscription for Units submitted by an Investor is rejected by the
      Managing General Partner for any reason after the Subscription Proceeds
      relating to the subscription have been deposited with the Escrow Agent,
      then the Managing General Partner promptly shall notify the Escrow Agent
      in writing of the rejection, and the Escrow Agent shall promptly
      distribute to the Investor for which Escrow Agent has a copy of a
      Subscription Agreement, a refund check made payable to the Investor in an
      amount equal to the Subscription Proceeds of the Investor, plus any
      interest paid or investment income earned on the Investor’s Subscription
      Proceeds while held by the Escrow Agent in the Escrow
    Account.

            


    

     

    
      	
              8.

            	
              Compensation and Expenses of
      Escrow Agent.  The Managing General Partner shall be
      solely responsible for and shall pay the compensation of the Escrow Agent
      for its services under this Agreement, as provided in Appendix II to this
      Agreement and made a part of this Agreement, and the charges, expenses
      (including any reasonable attorneys’ fees), and other out-of-pocket
      expenses incurred by the Escrow Agent in connection with the
      administration of the provisions of this Agreement. The Escrow Agent shall
      have no lien on the Subscription Proceeds deposited in the Escrow Account
      unless and until the Partnership is funded with cleared Subscription
      Proceeds of at least $2,000,000 and the Escrow Agent receives the proper
      written notice described in Paragraph 4 of this Agreement, at which time
      the Escrow Agent shall have, and is granted, a prior lien on any property,
      cash, or assets held under this Agreement, with respect to its unpaid
      compensation and nonreimbursed expenses, superior to the interests of any
      other persons or entities.

            


    

     

    
      	
              9.

            	
              Duties of Escrow Agent.
      The Escrow Agent shall not be obligated to accept any notice, make any
      delivery, or take any other action under this Agreement unless the notice
      or request or demand for delivery or other action is in writing and given
      or made by the Managing General Partner or an authorized officer of the
      Managing General Partner.  In no event shall the Escrow Agent be
      obligated to accept any notice, request, or demand from anyone other than
      the Managing General Partner.  Upon or before the execution of
      this Agreement, the Managing General Partner shall deliver to the Escrow
      Agent an authorized signers list in the form of Appendix III to this
      Agreement.

            


    

     

    
      	
              10.

            	
              Limitation on Liability of Escrow
      Agent.

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Escrow Agent shall not be liable for any action taken or omitted by it
      except to the extent that a court of competent jurisdiction determines
      that the Escrow Agent’s gross negligence or willful misconduct was the
      primary cause of loss.

            


    

     

    
      	
               
      

            	
              (b)

            	
              IN
      NO EVENT SHALL THE ESCROW AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY
      SPECIAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY KIND
      WHATSOEVER (INCLUDING WITHOUT LIMITATION LOST PROFITS), EVEN IF THE ESCROW
      AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES AND
      REGARDLESS OF THE FORM OF ACTION.

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              The
      Escrow Agent’s duties and obligations under this Agreement shall be
      entirely administrative and not discretionary.  The Escrow Agent shall not
      be liable to any party to this Agreement or to any third-party as a result
      of any action or omission taken or made by the Escrow Agent in accordance
      with this Agreement.  The Escrow Agent is acting solely as escrow agent
      hereunder and owes no duties, covenants or obligations, fiduciary or
      otherwise, to any person by reason of this Agreement, except as otherwise
      explicitly set forth in this Agreement, and no implied duties, covenants
      or obligations, fiduciary or otherwise, shall be read into this Agreement
      against the Escrow Agent.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Managing General Partner, Dealer-Manager and Partnership will jointly and
      severally indemnify the Escrow Agent, defend and hold the Escrow Agent
      harmless, and reimburse the Escrow Agent from, against and for, any and
      all liabilities, claims, costs, fees and expenses (including reasonable
      attorney’s fees) the Escrow Agent may suffer or incur by reason of its
      execution and performance of this Agreement.  If any legal
      questions arise concerning the Escrow Agent’s duties and obligations under
      this Agreement, then the Escrow Agent may consult with its counsel and
      rely without liability on written opinions given to it by its
      counsel.  The provisions of this paragraph shall survive the
      assignment or termination of this Agreement and the resignation or removal
      of the Escrow Agent.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      Escrow Agent shall be protected in acting on any written notice, request,
      waiver, consent, authorization, or other paper or document which the
      Escrow Agent, in good faith, believes to be genuine and what it purports
      to be.

            


    

     

    
      	
               
      

            	
              (f)

            	
              If
      there is any disagreement between any of the parties to this Agreement, or
      between them or any other person, resulting in adverse claims or demands
      being made in connection with this Agreement, or if the Escrow Agent, in
      good faith, is in doubt as to what action it should take under this
      Agreement, then the Escrow Agent may, at its option, refuse to comply with
      any claims or demands on it or refuse to take any other action under this
      Agreement, until the Escrow Agent (i) receives a final non-appealable
      order of a court of competent jurisdiction or a final non-appealable
      arbitration decision directing delivery of the Subscription Proceeds, (ii)
      receives a written agreement executed by each of the parties involved in
      such disagreement or dispute directing delivery of the Subscription
      Proceeds, in which event the Escrow Agent shall be authorized to disburse
      the Subscription Proceeds in accordance with such final court order,
      arbitration decision, or agreement, or (iii) files an interpleader action
      in any court of competent jurisdiction, and upon the filing thereof, the
      Escrow Agent shall be relieved of all liability as to the Subscription
      Proceeds and shall be entitled to recover attorneys’ fees, expenses and
      other costs incurred in commencing and maintaining any such interpleader
      action.  The Escrow Agent shall be entitled to act on any such
      agreement, court order, or arbitration decision without further question,
      inquiry, or consent.

            


    

     

    
      	
               
      

            	
              (g)

            	
              No
      provision of this Agreement shall require the Escrow Agent to risk or
      advance its own funds or otherwise incur any financial liability or
      potential financial liability in the performance of its duties or the
      exercise of its rights hereunder.

            


    

     

    
      	
               
      

            	
              (h)

            	
              The
      parties agree that the Escrow Agent had no role in the preparation of the
      Subscription Agreement, has not reviewed the Subscription Agreement, and
      makes no representations or warranties with respect to the information
      contained therein or omitted therefrom. The Escrow Agent has not reviewed
      or approved any agreement or matter of background related to this
      Agreement, other than this Agreement
itself.

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    
      	
              11.

            	
              Resignation or Removal of
      Escrow Agent.  The Escrow Agent may resign as such after
      giving thirty days’ prior written notice to the other parties to this
      Agreement.  Similarly, the Escrow Agent may be removed and
      replaced after receiving thirty days’ prior joint written notice from the
      other parties to this Agreement.  In either event, the duties of
      the Escrow Agent shall terminate thirty days after the date of the notice
      (or as of an earlier date as may be mutually agreeable); and the Escrow
      Agent shall then deliver the balance of the Subscription Proceeds (and any
      interest paid or investment income earned thereon while held by the Escrow
      Agent in the Escrow Account) in its possession to a successor escrow agent
      appointed by the other parties to this Agreement as evidenced by a written
      notice filed with the Escrow Agent.

            


    

     

    If the
other parties to this Agreement are unable to agree on a successor escrow agent
or fail to appoint a successor escrow agent before the expiration of thirty days
following the date of the notice of the Escrow Agent’s resignation or removal,
then the Escrow Agent may petition any court of competent jurisdiction for the
appointment of a successor escrow agent or other appropriate
relief.  Any resulting appointment shall be binding on all of the
parties to this Agreement.

     

    On
acknowledgment by any successor escrow agent of the receipt of the then
remaining balance of the Subscription Proceeds (and any interest paid or
investment income earned thereon while held by the Escrow Agent in the Escrow
Account), the Escrow Agent shall be fully released and relieved of all duties,
responsibilities, and obligations under this Agreement.

     

    
      	
              12.

            	
              Termination.  This
      Agreement shall terminate and the Escrow Agent shall have no further
      obligation with respect to this Agreement after the distribution of all
      Subscription Proceeds (and any interest paid or investment income earned
      thereon while held by the Escrow Agent in the Escrow Account) as
      contemplated by this Agreement or on the written consent of all the
      parties to this Agreement.

            


    

     

    
      	
              13.

            	
              Notice.  Any
      notices or instructions to be given under this Agreement shall be validly
      given if set forth in writing and mailed by certified mail, return receipt
      requested, or by facsimile with written confirmation of receipt (originals
      to be followed in the mail), or by a nationally recognized overnight
      courier, as follows:

            


    

     

    If to the
Escrow Agent:

     

    Wells
Fargo Bank, N.A.

    Four
Gateway Center, Suite 1400

    Pittsburgh,
Pennsylvania 15222

     

    Attention:  Joseph
Progar

     

    Phone:
(412) 454-4613

    Facsimile:
(412) 454-4610

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    If to the
Managing General Partner:

     

    Atlas
Resources, LLC

    Westpointe
Corporate Center One

    1550
Coraopolis Heights Road, Suite 300

    P.O. Box
611

    Moon
Township, Pennsylvania 15108

     

    Attention:  Karen
A. Black

     

    Phone:
(412) 262-2830

    Facsimile:
(412) 262-7430

     

    If to
Anthem:

     

    Anthem
Securities, Inc.

    Westpointe
Corporate Center One

    1550
Coraopolis Heights Road, Suite 300

    P.O. Box
926

    Moon
Township, Pennsylvania 15108

     

    Attention:  Justin
T. Atkinson

     

    Phone:
(412) 262-1680

    Facsimile:
(412) 262-7430

     

    Any party
may designate any other address to which notices and instructions shall be sent
by notice to all other parties hereto duly given in accordance with this
Agreement.

     

    
      	
              14.

            	
              Miscellaneous.

            


    

     

    
      	
               
      

            	
              (a)

            	
              This
      Agreement shall be governed by and construed in accordance with the laws
      of the Commonwealth of
Pennsylvania.

            


    

     

    
      	
               
      

            	
              (b)

            	
              This
      Agreement shall be binding on and shall inure to the benefit of the
      undersigned and their respective successors and
  assigns.

            


    

     

    
      	
               
      

            	
              (c)

            	
              This
      Agreement may be executed in counterparts, each of which shall be deemed
      an original, but all of which shall constitute the same
      instrument.

            


    

     

    
      	
              15.

            	
              Acknowledgements.  The
      parties hereto acknowledge Escrow Agent has not reviewed and is not making
      any recommendations with respect to the Units offered.  During
      the term of this Agreement, the Subscription Proceeds are not subject to
      claims by creditors, by the Partnership, the Partnership’s affiliates, the
      Escrow Agent, or by the Selling Agents until the proceeds have been
      released to the Partnership pursuant to the terms of this
      Agreement.

            


    

     

    
      [Signature
page follows]

    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the
parties hereto have executed this Agreement to be effective as of the day and
year first above written.

     

    
      
        	 
      	
                WELLS
      FARGO BANK, N.A.

              
	 
      	
                as
      Escrow Agent

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Joseph
      Progar, Vice President

              
	 
      	 
      
	 
      	
                ATLAS
      RESOURCES, LLC

              
	 
      	
                A
      Pennsylvania limited liability company

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Karen
      A. Black, Vice President – Partnership Administration

              
	 
      	 
      	 
      
	 
      	
                ANTHEM
      SECURITIES, INC.

              
	 
      	
                A
      Pennsylvania corporation

              
	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Justin
      T. Atkinson, President

              
	 
      	 
      	 
      
	 
      	
                ATLAS
      RESOURCES PUBLIC #19-2010(B) L.P.

              
	 
      	 
      	 
      
	 
      	
                By:

              	
                ATLAS
      RESOURCES, LLC

              
	 
      	 
      	
                Managing
      General Partner

              
	 
      	 
      	 
      
	 
      	
                By:

              	 
      
	 
      	 
      	
                Karen
      A. Black, Vice President – Partnership
  Administration

              


      

    

     

    
      
         


      

      
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    APPENDIX
I TO ESCROW AGREEMENT

    


    Agency
and Custody Account Direction

    For
Cash Balances

    Wells
Fargo Money Market Deposit Accounts

    


    Direction
to use the following Wells Fargo Money Market Deposit Accounts for Cash Balances
for the escrow account or accounts (the “Account”) established under the Escrow
Agreement to which this Appendix I is attached.

    


    In the
absence of written investment instructions, the Escrow Agent is hereby directed
to deposit, as indicated below, or as the Managing General Partner shall direct
further in writing from time to time, all cash in the Account(s) in the
following money market deposit account of Wells Fargo Bank, National Association
(Bank):

    


    Wells
Fargo Money Market Deposit Account (MMDA)

    


    Amounts
on deposit in the MMDA are insured, subject to the applicable rules and
regulations of the Federal Deposit Insurance Corporation (FDIC), in the basic
FDIC insurance amount of $100,000 per depositor, per insured bank. This includes
principal and accrued interest up to a total of $100,000.  Note:  On May 20, 2009,
FDIC deposit insurance temporarily increased from $100,000 to $250,000 per
depositor through December 31, 2013.

    


    The
Managing General Partner has full power to direct investments of the
Account(s).

    


    The
Managing General Partner may change this direction at any time and that it shall
continue in effect until revoked or modified by the Managing General Partner by
written notice to the Escrow Agent.

    


    
      
         

      

      
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    APPENDIX
II TO ESCROW AGREEMENT

    


    Compensation for Services of
Escrow Agent

    


    
      
        
          	
                  REVIEW
      AND ACCEPTANCE FEE:

                	
                  $   
      waived

                


        

      

    

    


    For
providing initial review of the Escrow Agreement and all supporting documents
and for initial services associated with establishing the Escrow
Account.  This is a one (1) time fee payable upon the opening of the
account.

    


    
      
        
          
            
              	
                      I.

                    	
                      Annual
      Administrative Fee Payable in Advance

                    	
                      $____________

                    
	 
      	
                      (or
      any portion thereof)

                    	 
      
	 
      	 
      	 
      
	
                      II.

                    	
                      Remittance
      of checks returned to subscribers

                    	 
      
	 
      	
                      (set
      out in section 6 of the governing agreement)

                    	 
      
	 
      	 
      	 
      
	
                      III.

                    	
                      Wire
      transfers

                    	
                      n/a

                    
	 	 	 
	
                      IV.

                    	
                      Purchase
      or Sale of Securities

                    	 
      


            

          

        

      

    

    


    V.           
Investments (document limits investment to a checking or savings account, or
certificates of deposit) such products offered by any Wells Fargo Bank, N.A.
retail branch)- fees are subject to the type of account the Managing General
Partner directs the Escrow Agent to open and to be governed by the Escrow
Agreement.

    


    EXTRAORDINARY
SERVICES:

    


    For any
services other than those covered by the aforementioned, a special per hour
charge will be made commensurate with the character of the service, time
required and responsibility involved.  Such services include but are
not limited to excessive administrative time, attendance at closings,
specialized reports, and record keeping, unusual certifications,
etc.

    


    Managing
General Partner agrees to report all funds in accordance with appropriate tax
treatment.

    


    FEE
SCHEDULE IS SUBJECT TO ANNUAL REVIEW AND/OR ADJUSTMENT UPON AMENDMENT
THERETO.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    APPENDIX
III TO ESCROW AGREEMENT

    


    CERTIFICATE
AS TO AUTHORIZED SIGNATURES

     

    The
specimen signatures shown below are the specimen signatures of the individuals
who have been designated as authorized representatives of Atlas Resources, LLC
and are authorized to initiate and approve transactions of all types for the
escrow account or accounts established under the Escrow Agreement to which this
Appendix III is attached, on behalf of Managing General Partner.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	
                                          Name
      / Title

                                        	 
      	
                                          Specimen
      Signature

                                        
	 
      	 
      	 
      
	
                                           

                                        	 
      	
                                           

                                        
	
                                          Name

                                        	 
      	
                                          Signature

                                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                                          Title

                                        	 
      	 
      
	 
      	 
      	 
      
	
                                           

                                        	 
      	
                                           

                                        
	
                                          Name

                                        	 
      	
                                          Signature

                                        
	 
      	 
      	 
      
	
                                           

                                        	 
      	 
      
	
                                          Title

                                        	 
      	 
      
	 
      	 
      	 
      
	
                                           

                                        	 
      	
                                           

                                        
	
                                          Name

                                        	 
      	
                                          Signature

                                        
	 
      	 
      	 
      
	
                                           

                                        	 
      	 
      
	
                                          Title

                                        	 
      	 
      
	 
      	 
      	 
      
	
                                           

                                        	
                                            

                                        	
                                           

                                        
	
                                          Name

                                        	 
      	
                                          Signature

                                        
	 
      	 
      	 
      
	
                                           

                                        	 
      	 
      
	
                                          Title

                                        	 
      	 
      


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
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