THE CORPORATE LIBRARY

Related Party Transactions and Outside Related Director Information

Atlas America, Inc. (ATLS)

3/20/2006 Proxy Information

Relationship with Company Sponsored Partnerships. The Company conducts certain activities through, and a substantial portion of its revenues are attributable to, energy limited partnerships (“Partnerships”). A subsidiary of the Company serves as general partner of the Partnerships and assumes customary rights and obligations for the Partnerships. As the general partner, the Company’s subsidiary is liable for certain Partnership liabilities, unless exculpated under partnership agreements, and can be liable to limited partners if the Company breaches its responsibilities with respect to the operations of the Partnerships. The Company is entitled to receive management fees, reimbursement for administrative costs incurred, and to share in the Partnerships’ revenue, and costs and expenses pursuant to the respective Partnership agreements.

Relationship with Resource America, Inc. In May 2004, the Company completed an initial public offering of 2,645,000 shares of its common stock at a price of $15.50 per common share. The net proceeds of the offering of $37.0 million, after deducting underwriting discounts and costs, were distributed to the Company’s then parent, RAI (NASDAQ: REXI) in the form of a non-taxable dividend. As part of the Company’s spin-off from RAI completed on June 30, 2005, the Company entered into a transition services agreement. Pursuant thereto, the Company reimburses RAI for certain costs and expenses it continues to incur on the Company’s behalf, primarily payroll and rent. For fiscal 2005, these costs totaled $602,000. Certain operating expenditures totaling $111,000 that remain to be settled between the Company and RAI are reflected in the Company’s consolidated balance sheets as advances from affiliate. Mr. E. Cohen is the Chairman of the Board of RAI, and Mr. J. Cohen is its Chief Executive Officer, President and a director of RAI.

Edward E. Cohen, Chairman of the Board and Chief Executive Officer of the Company, is the father of Jonathan Z. Cohen, Vice Chairman of the Company.

Resource America, Inc.’s relationship with Anthem Securities (a wholly- owned subsidiary of the Company). Anthem Securities is a wholly-owned subsidiary of the Company and a registered broker-dealer which serves as the dealer-manager of investment programs sponsored by RAI’s real estate and equipment finance segments. Some of the personnel performing services for Anthem have been on RAI’s payroll, and Anthem reimburses RAI for the allocable costs of such personnel. During fiscal 2005, Anthem reimbursed RAI $653,000 for such costs. In addition, RAI has agreed to cover some of the operating costs for Anthem’s office of supervisory jurisdiction, principally licensing fees and costs. In fiscal 2005, RAI paid $270,000 toward such operating costs.

Relationship with Retirement Trust. Upon his retirement, Mr. E. Cohen is entitled to receive payments from a Supplemental Employment Retirement Plan (“SERP”). See “Employment Agreement.”

Relationship with Ledgewood. Until April 1996, Mr. E. Cohen was of counsel to Ledgewood, a Philadelphia law firm. Mr. E. Cohen receives certain debt service payments from Ledgewood related to the termination of his affiliation with Ledgewood and its redemption of his interest. The Company paid Ledgewood $440,300 during fiscal 2005 for legal services rendered.

Relationship with Friedman, Billings, Ramsey & Co. Until March 2005, Matthew A. Jones, the Company’s Chief Financial Officer, was a Managing Director of Friedman, Billings, Ramsey & Co., Inc., which acted an underwriter in connection with the Company’s initial public officering in May 2004, receiving underwriting discounts and commissions and expense reimbursement of $1,852,544. In addition, FBR acted as an underwriter of the April and July 2004 public offerings of Atlas Pipeline Partners, L.P., receiving underwriting discounts and commissions of $1,339,528 and $427,200, respectively, and FBR provided advisory services to Atlas Pipeline Partners, L.P. in connection with its acquisition of ETC Oklahoma Pipeline, Ltd. in April 2005, receiving total compensation of $767,205 (including expense reimbursements).