EXHIBIT 4.1
CERTIFICATE OF
LIMITED PARTNERSHIP
FOR ATLAS RESOURCES SERIES 28-2010 L.P.
Delaware
The First State
I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF LIMITED PARTNERSHIP OF “ATLAS RESOURCES SERIES 28-2010 L.P.”, FILED IN THIS OFFICE ON THE TWELFTH DAY OF MARCH, A.D. 2010, AT 11:30 O’ CLOCK A.M.
 | /s/ Jeffrey W. Bullock | |||
| 4798852 8100 | AUTHENTICATION: 7866449 | |||
| 100274941 | DATE: 03-12-10 |
You may verify this certificate online at corp.delaware.gov/authver.shtml
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STATE OF DELAWARE
CERTIFICATE OF LIMITED PARTNERSHIP
CERTIFICATE OF LIMITED PARTNERSHIP
| • | The Undersigned,desiring to form a limited partnership pursuant to the Delaware Revised Uniform Limited Partnership Act, 6 Delaware Code, Chapter 17, does hereby certify as follows: | |
| • | First:The name of the limited partnership is |
ATLAS RESOURCES SERIES 28-2010 L.P.
| • | Second:The address of its registered office in the State of Delaware is |
110 S. POPLAR STREET, SUITE 101in the city of
WILMINGTON, DELAWARE 19801
WILMINGTON, DELAWARE 19801
The name of the Registered Agent at such address isANDREW M. LUBIN
| • | Third:The name and mailing address of each general partner is as follows: |
ATLAS RESOURCES, LLC
MANAGING GENERAL PARTNER
WESTPOINT CORPORATE CENTER ONE
1550 CORAOPOLIS HEIGHTS ROAD, SUITE 300
MOON TOWNSHIP, PA 15108
MANAGING GENERAL PARTNER
WESTPOINT CORPORATE CENTER ONE
1550 CORAOPOLIS HEIGHTS ROAD, SUITE 300
MOON TOWNSHIP, PA 15108
| • | In Witness Whereof,the undersigned has executed this Certificate of Limited Partnership as of March 10, 2010. |
| By: | Atlas Resources, LLC General Partner | |||||
| /s/ Karen A. Black | ||||||
| Partnership Administration |
State of Delaware | ||
Secretary of State | ||
Division of Corporations | ||
Delivered 11:30 AM 03/12/2010 | ||
FILED 11:30 AM 03/12/2010 | ||
SRV 100274941 — 4798852 FILE |
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