ATLAS RESOURCE PARTNERS, L.P. 8.625% Class D Cumulative Redeemable Perpetual Preferred Units 10.75% Class E Cumulative Redeemable Perpetual Preferred Units Distribution Agreement

MLV & Co. LLC

1301 Avenue of the Americas

43^rd Floor

New York, New York 10019

Upon the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, on any NYSE Business Day (as defined below) selected by the Partnership, the Partnership may offer to sell the Units directly to either Sales Agent, in which event such parties shall enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Exhibit B hereto, relating to such sale in accordance with Section 2(a) of this Agreement (each such transaction being referred to as a “Principal

Each Sales Agent shall confirm in writing to the Partnership the number of Units sold on any NYSE Business Day, the related Gross Sales Price (as defined in Section 2(d) below) and, if Units are to be sold in an Agency Transaction in an At the Market Offering, the related Net Sales Price (as defined in Section 2(d) below) and the compensation payable by the Partnership to such Sales Agent with respect

The Partnership may, from time to time during the Term, propose to either Sales Agents, orally or by email, that such Sales Agent enter into an Agency Transaction to be executed on a specified NYSE Business Day or over a specified period of NYSE Business Days. If such Sales Agent agrees to the terms of such proposed Agency Transaction or if the Partnership and such Sales Agent mutually agree to modified terms for such proposed Agency Transaction, then such Sales Agent shall promptly send to the Partnership by the means set forth under Section 10 hereof a notice, substantially in the form of Exhibit C hereto (each, a “Transaction Notice”), confirming the agreed terms of such proposed Agency Transaction. If the Partnership wishes such proposed Agency Transaction to become a binding agreement between it and such Sales Agent, the Partnership shall promptly indicate its acceptance thereof by countersigning and returning

Unless otherwise agreed between the Partnership and the applicable Sales Agent,

Registration Statement and Prospectus. There is no order preventing or suspending the use of the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus, and, to the knowledge of the Partnership, no proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Partnership or related to the offering of the Units pursuant to this Agreement has been initiated or threatened by the Commission; no notice of objection of the Commission to the use of such Registration Statement pursuant to Rule 401(g)(2) under the Securities Act has been received by the Partnership; the Registration Statement complied when it initially became effective, complies as of the date hereof and, as then amended or supplemented, as of each Representation Date (other than the date hereof) will comply, in all material respects, with the requirements of the Securities Act; the conditions to the use of Form S-3 in connection with the offering and sale of the Units as contemplated hereby have been satisfied; the Registration Statement meets, and the offering and sale of the Units as contemplated hereby complies with, the requirements of Rule 415 under the Securities Act (including, without limitation, Rule 415(a)(5)); the Prospectus complied or will comply, at the time it was or will be filed with the Commission, and will comply, as then amended or supplemented, as of each Representation Date (other than the date hereof), in all material respects, with the requirements of the Securities Act; the Registration Statement did not, as of the time of its initial effectiveness, and does not or will not, as then amended or supplemented, as of each Representation Date, 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; as of each Representation Date (other than the date hereof), the Prospectus, as then amended or supplemented, together with all of the then issued Permitted Free Writing Prospectuses, if any, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which

No Material Adverse Change. Since the respective dates as of which information is given in the Registration Statement, any Permitted Free Writing Prospectus and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), (i) there has been no material adverse change or any development that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Partnership Entities taken as a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”); (ii) except as otherwise disclosed in the Registration Statement and the Prospectus (in each case exclusive

Ownership of the General Partner. The General Partner is a publicly-held limited liability company; all outstanding membership interests of the General Partner have been duly authorized and validly issued in accordance with the limited liability company agreement of the General Partner (the “GP LLC Agreement”) and are fully paid (to the extent required by the GP LLC Agreement) and

Subsidiaries. Except as otherwise disclosed in the Registration Statement, any Permitted Free Writing Prospectus and the Prospectus, all of the issued and outstanding shares of capital stock of each Subsidiary that is a corporation, all of the issued and outstanding partnership interests of each Subsidiary that is a limited or general partnership and all of the issued and outstanding limited liability company interests, membership interests or other similar interests of each Subsidiary that is a limited liability company have been duly authorized and validly issued, are fully paid and (except in the case of general partnership interests) non-assessable and are owned by the Partnership, directly or through Subsidiaries, free and clear of any lien except liens pursuant to (i) that certain Second Amended and Restated Credit Agreement dated as of July 31, 2013, among the Partnership, Wells Fargo Bank, National Association, as administrative agent, and the other parties thereto, and (ii) that certain Second Lien Credit Agreement, dated February 23, 2015, by and among Atlas Resource Partners, L.P., Wilmington Trust, National Association, as administrative agent, and the lenders party thereto, each as amended, supplemented or restated, if applicable, and including any promissory notes, pledge agreements, security agreements, mortgages, guarantees and other instruments or agreements entered into in connection therewith or pursuant thereto, in each case as amended, supplemented or restated, if applicable (collectively, the “Existing Credit Agreements”); and none of the issued and outstanding shares of capital stock of any Subsidiary that is a corporation, none of the issued and outstanding partnership interests of any Subsidiary that is a limited or general partnership, and none of the issued and outstanding limited liability company interests, membership interests or other

Due Authorization. The Partnership has all requisite limited partnership power and authority to execute and deliver this Agreement and any Terms Agreement and to perform its obligations hereunder or thereunder; and all action required to

Absence of Defaults and Conflicts. None of the Partnership Entities is in violation of its charter or bylaws or similar organizational documents (the “Organizational Documents”) or in default, and no event has occurred that, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Partnership Entities is a party or by which the Partnership Entities is bound, except, in each case, as disclosed in the Registration Statement, any Permitted Free Writing Prospectus and the Prospectus, except for such defaults that would not, individually or in the aggregate, result in a Material Adverse Effect. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, any Permitted Free Writing Prospectus and the Prospectus (including the issuance and sale of the Units and the use of the proceeds from the sale of the Units as described in any Permitted Free Writing Prospectus and the Prospectus under the caption “Use of Proceeds”) and compliance by the Partnership with its obligations under this Agreement do not and will not, whether with or without the giving of notice or passage of time or both, conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien upon any property or assets of the Partnership Entities, except for such conflicts, breaches,

Title to Intellectual Property. The Partnership Entities own and possess or have valid and enforceable licenses to use, all patents, patent rights, patent applications, licenses, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names, service names, software, internet addresses, domain names and other intellectual property (collectively,

Licenses and Permits. Except as described in the Registration Statement, any Permitted Free Writing Prospectus and the Prospectus, the Partnership Entities

Accounting and Disclosure Controls. The Partnership Entities maintain and have established and maintained effective “internal control over financial reporting” (as defined in Rule 13a-15 of the Exchange Act Regulations). The Partnership Entities maintain a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Except as described in the Registration Statement, any Permitted Free Writing Prospectus, the Partnership’s Form 10-K for the year ended December 31, 2011 and the Prospectus, there has not been (1) at any time during the Partnership’s five consecutive fiscal years ended with and including the

Insurance. The Partnership Entities are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are

Lending and Other Relationships. Except as disclosed in the Registration Statement, any Permitted Free Writing Prospectus and the Prospectus, (i) none of the Partnership Entities has any lending or similar relationship with either Sales Agent or any bank or other lending institution affiliated with either Sales Agent; (ii) the Partnership will not, directly or indirectly, use any of the net proceeds from the sale of the Units by the Partnership hereunder to reduce or retire the

To timely file all reports and any definitive proxy or information statements required to be filed by the Partnership with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule) in connection with the offering or sale of the Units, and during such same period to advise each Sales Agent, promptly after the Partnership receives notice thereof, (i) of the time when any amendment to the Registration Statement has been filed or has become effective or any supplement to the Prospectus, any Permitted Free Writing Prospectus or any

To furnish or make available to each Sales Agent, without charge, as many copies of the Prospectus and the Prospectus Supplement and any amendments or supplements thereto as such Sales Agent reasonably requests for so long as the delivery of the Prospectus is required (whether physically or through compliance with Rule 172 under the Securities Act of any similar rule), and the Partnership hereby consents to the use of such copies for purposes permitted by the Securities Act. The Partnership will furnish or make available to each Sales Agent, without

During each period commencing on the date of each Transaction Notice and ending at the close of business on the Settlement Date for the related Agency Transaction, the Partnership shall provide each Sales Agent notice as promptly as

Each time that (i) the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall be amended or supplemented (except by the filing of any Incorporated Document (other than an Annual Report on Form 10-K or Quarterly Report on Form 10-Q), any prospectus supplement filed pursuant to Section 4(b) hereof or an amendment or supplement relating solely to the issuance or offering of securities other than the Units), (ii) there is a Principal Settlement Date pursuant to a Terms Agreement, or (iii) otherwise as either Sales Agent shall reasonably request, provided that no Sales Agent shall make such a request during periods that the Partnership is not and will not be selling any Units; (each date referred to in clauses (i), (ii) and (iii) above, a “Bring-Down Delivery Date”), the Partnership shall, unless the Sales Agents agree otherwise, furnish or cause to be furnished to the Sales Agents a certificate, dated and delivered within two business days following the applicable Bring-Down Delivery Date, of the same tenor as the certificate referred to in Section 5(a)(i) hereof, modified as necessary to relate to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus as amended and supplemented to the time of delivery of such certificate, or, in lieu of such certificates, a certificate to the effect that the statements contained in the certificates referred to in Section 5(a)(i) hereof furnished to the Sales Agents are true and correct as of such Bring-Down Delivery

(i) No order suspending the effectiveness of the Registration Statement shall be in effect, and no proceeding for such purpose or pursuant to Section 8A under the Securities Act shall be pending before or threatened by the Commission at the

In the case of any purchase by a Sales Agent pursuant to a Terms Agreement, the obligations of such Sales Agent pursuant to such Terms Agreement shall be subject to termination at any time prior to or at the Principal Settlement Date, if, (A) there has been, at any time on or after the date of this Agreement or since the respective dates as of which information is given in any Permitted Free Writing Prospectus or the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that could reasonably expected to result in a material adverse change, in the condition (financial or other), results of operations, business, properties, management or prospects of the Partnership Entities taken as a whole, whether or not arising in the

Any termination of this Agreement shall be effective on the date specified in such notice of termination; provided that such termination shall not be effective until

If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against any person in respect of which indemnification may be sought pursuant to either Section 9(a) or 9(b) above, such person (the “Indemnified Person”) shall promptly notify the person against whom such indemnification may be sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have under this Section 9 except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided, further, that the failure to notify the Indemnifying Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise than under this Section 9. In the case of parties indemnified pursuant to Section 9(a) above, counsel to the Indemnified Person shall be selected by the Sales Agents, and, in the case of parties indemnified pursuant to Section 9(b) above, counsel to the Indemnified Person shall be selected by the Partnership. An Indemnifying Person may participate at its own expense in the defense of any such action; provided, however, that counsel to the Indemnifying Person shall not (except with the consent of the Indemnified Person) also be counsel to the Indemnified Person. It is understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or related proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such fees and expenses shall be paid or reimbursed as they are incurred. Any such separate firm for any Sales Agent, its affiliates, directors, officers and agents and any control persons of such Sales Agent shall be designated in writing by such Sales Agent and any such separate firm for the Partnership, its directors, its officers who signed the Registration Statement and any control persons of the Partnership shall be designated in writing by the Partnership. The Indemnifying Person shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against any loss or liability by reason of such settlement or judgment. No Indemnifying Person shall, without the written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which any Indemnified Person is or could have been a party and indemnification could have been sought hereunder by such Indemnified Person, unless such settlement (x) includes an unconditional release of such Indemnified Person, in form and substance reasonably satisfactory to such Indemnified Person, from all liability on claims that are the subject matter of such proceeding and (y) does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Person. If at any time an Indemnified Person shall have requested an Indemnifying Person to reimburse the Indemnified Person for fees and expenses of counsel, such Indemnifying Person agrees that it shall be liable for any settlement of the nature contemplated by this Section 9(c) effected without

The Partnership and each Sales Agent agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in Section 9(d) above. The amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and liabilities referred to in Section 9(d) above shall be deemed to include, subject to the limitations set forth above, any legal or other expenses incurred by such Indemnified Person in connection with any such action or claim. Notwithstanding the provisions of this Section 9, in no event shall a Sales Agent be required to contribute any amount in excess of the amount by which the total underwriting discounts and commissions received by such Sales Agent with respect to the offering of the Units exceeds the amount of any damages that such Sales Agent has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent

Survival. The respective indemnities, rights of contribution, representations, warranties and agreements of the Partnership and the Sales Agents contained in this Agreement or made by or on behalf of the Partnership or any Sales Agent pursuant to this Agreement or

Accepted and agreed to as of the date first above written:

MLV & CO. LLC

/s/ Patrice McNicoll

/s/ Patrice McNicoll

Jurisdiction

of

Organization

Type of

Entity

Name of

Member/Sole

Shareholder

Accepted and agreed to as of the date first above written:

[MLV & CO. LLC / FBR CAPITAL MARKETS & CO.]

By:

[Specify “at-the-market” or other method]