Atlas Growth Partners, L.P. Watch

from 8-K 25 pages Contract Operating Agreement

from 8-K 5 pages This Engagement Letter Sets Out the Terms and Conditions on Which Atlas Growth Partners, L.P. (‘Agp’ or ‘The Partnership’) Has Engaged Westbrook Energy Partners, LLC (‘Westbrook’). Westbrook Will Provide Technical and Advisory Services to the Partnership (The ‘Services’). This Engagement Letter Defines the Scope of Services That Westbrook Will Provide as Advisors to the Partnership. Scope of Services in Undertaking This Assignment, Westbrook Will Provide Consulting Services to the Partnership to the Extent Requested by the Partnership and Customary and Appropriate in Transactions of This Type. These Services Shall Include: • Production Engineering • Workover Engineering Analysis & Afe Preparation • Artificial Lift Design & Selection • Downhole Mechanical Failure Analysis • Production Decline Curve Analysis to Ensure Wells Are Producing at Full Capacity • Daily Monitoring & Improvement Recommendations • Chemical Program Analysis • Lease Operating Statement Analysis • Well-Level Cashflow Forecasting • Midstream • Production Facility Design & Optimization • Facility Project Afe Preparation • Compression Design & Optimization • Gas Gathering System Modeling & Design • Salt Water Disposal System Design & Optimization • Geoscience • Mapping • Structure and Trends of All Pertinent Subsurface Features • Gor Mapping • Gross & Net Pay • Ooip and Eur Mapping • Geophysical • Interpretation of Available Data to Identify Features and Hazards Which Can Impact Development and Results • Interim COO Role • Partner With the Interim CEO to Create and Execute the Strategic Direction of the Partnership • Assist With the Partnership’s Opportunity to Sell Its Eagle Ford Assets • Coordination With Advisory Firm’s Technical Team to Generate and Update Data Room Materials 1

from 8-K 5 pages This Engagement Letter Sets Out the Terms and Conditions on Which Atlas Growth Partners, L.P. (‘Agp’ or ‘The Partnership’) Has Engaged Phicap Advisors, LLC (‘Pca’). Pca Will Provide Advisory and Outsource Services to the Partnership as It Seeks to Continue to Accurately Account for and Report on Its Accounting and Financial Results to Its Board, Its Investors, and Its Required Governmental Reports (‘Services’). This Engagement Letter Defines the Scope of Services That Pca Will Provide as Advisors to the Partnership. Scope of Services in Undertaking This Assignment, Pca Will Provide Financial Advisory and Consultation Services to the Partnership to the Extent Requested by the Partnership and Customary and Appropriate in Transactions of This Type. These Services Shall Include: • Interim CEO and CFO Role • Serve as the Principal Executive for the Partnership on an Interim Basis • Partner With Owners of the General Partner to Define the Strategic Direction for Agp and Execute on That Plan • Manage Costs and Liquidity to Maximize the Partnership’s Operating Flexibility • Work With the Partnership’s Contract Operator to Get the Most Out of Its Eagle Ford Wells • Evaluate the Partnership’s Opportunity to Sell Its Eagle Ford Assets • Prepare the Necessary Data and Schedules • Negotiate the Psa and Related Sales Documents • Assemble the Necessary Limited Partner Communications and Proxy Process • Diligence and Model Potential Mergers and Acquisitions Into the Partnership • Develop the Partnership Plan of Liquidation if Necessary • Accounting and Reporting • Prepare and File All Necessary SEC Documents, Including 10-K, 10-Q and 8-K • Manage Annual and Quarterly Audit Relationship • Oversee Reserve Report and Smog Disclosure Preparation • Maintain Accounting Compliance With Gaap • Prepare Monthly Reports and Other Internal Reports as Requested

from 8-K 4 pages Distribution Reinvestment Plan 1 Distribution Reinvestment Plan Atlas Growth Partners, L.P. Effective as of April 5, 2016

from S-1 4 pages Form of Distribution Reinvestment Plan Atlas Growth Partners, L.P. Effective as of , 2015

from S-1 10 pages Atlas Growth Partners, L.P. Long-Term Incentive Plan