The Retention Bonus shall not be taken into account for purposes of any other compensation or benefit program of Atlas and is in addition to and not in lieu of any salary, bonus, benefits or severance to which you may otherwise be entitled.  You may not assign your rights under this Agreement.  Atlas may assign its obligations hereunder to any successor (including any acquirer of substantially all of the assets of Atlas Energy Group, LLC).  This Agreement sets forth the entire understanding between Atlas and you regarding any retention bonus, and may be changed only by a written agreement signed by you and Atlas.  This Agreement may be executed in two or more counterparts, and by the different parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.  This Agreement is governed by and is to be construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles thereof.  Nothing in this Agreement shall be deemed to constitute a waiver of any of your rights, claims or causes of action under your September 4, 2015 Employment Agreement.