Escrow Agreement

Exhibit 10(o) ESCROW AGREEMENT ATLAS RESOURCES PUBLIC #16-2007(B) L.P.


ATLAS RESOURCES PUBLIC #16-2007(B) L.P. ESCROW AGREEMENT THIS AGREEMENT is made to be effective as of , 2007, by and among Atlas Resources, LLC, a Pennsylvania limited liability company (the " Managing General Partner" ), Anthem Securities, Inc., a Pennsylvania corporation (" Anthem" ), the " Dealer-Manager," Atlas Resources Public #16-2007(B) L.P., a Delaware limited partnership (the " Partnership" ) and National City Bank of Cleveland, Ohio, as escrow agent (the " Escrow Agent" ). WITNESSETH: WHEREAS , the Managing General Partner intends to offer publicly for sale to qualified investors (the " Investors" ) up to investor general partner interests and up to limited partner interests in the Partnership (the " Units" ). WHEREAS , each Investor will be required to pay his subscription in full on subscribing by check or wire (the " Subscription Proceeds" ). WHEREAS , the cost per Unit will be $10,000 subject to certain discounts of up to 10% ($1,000 per Unit) for sales to the Managing General Partner, its officers, directors and affiliates, registered investment advisors and their clients, Selling Agents and their registered representatives and principals, and investors who buy Units through the officers and directors of the Managing General Partner. Larger subscriptions are permitted in $1,000 increments. WHEREAS , the Managing General Partner and Anthem have executed an agreement (" Anthem Dealer-Manager Agreement" ) under which Anthem will solicit subscriptions for Units in all states on a " best efforts" " all or none" basis for Subscription Proceeds of $2,000,000 and on a " best efforts" basis for the remaining Units on behalf of the Managing General Partner and the Partnership and under which Anthem has been authorized to select certain members in good standing of the National Association of Securities Dealers, Inc. (" NASD" ) to participate in the offering of the Units (" Selling Agents" ). WHEREAS , the Anthem Dealer-Manager Agreement, the " Dealer-Manager Agreement," provides for compensation to the Dealer-Manager to participate in the offering of the Units, subject to the discounts set forth above for certain Investors, which compensation includes, but is not limited to, for each Unit sold: ullet a 2.5% Dealer-Manager fee; ullet a 7% sales commission; and ullet an up to .5% reimbursement of the Selling Agents' bona fide due diligence expenses;all or a portion of which will be reallowed to the Selling Agents and wholesalers. WHEREAS , under the terms of the Dealer-Manager Agreement the Subscription Proceeds are required to be held in escrow subject to the receipt and acceptance by the Managing General Partner of the minimum Subscription Proceeds of $2,000,000, excluding any optional subscription by the Managing General Partner, its officers, directors, and Affiliates. WHEREAS , the Units may also be offered and sold by the officers and directors of the Managing General Partner without receiving a sales commission or other compensation on their sales.

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WHEREAS , no subscriptions to the Partnership will be accepted after the " Offering Termination Date," which is the first to occur of either: ullet receipt of the maximum Subscription Proceeds of $ ; or ullet December 31, 2007. WHEREAS , to facilitate compliance with the terms of the Dealer-Manager Agreement and Rule 15c2-4 adopted under the Securities Exchange Act of 1934, the Managing General Partner and the Dealer-Manager desire to have the Subscription Proceeds deposited with the Escrow Agent and the Escrow Agent agrees to hold the Subscription Proceeds under the terms and conditions set forth in this Agreement. NOW, THEREFORE , in consideration of the mutual covenants and conditions contained in this Agreement, the parties to this Agreement, intending to be legally bound, agree as follows: 1. Appointment of Escrow Agent . The Managing General Partner, the Partnership, and the Dealer-Manager appoint the Escrow Agent as the escrow agent to receive and to hold the Subscription Proceeds deposited with the Escrow Agent by the Dealer-Manager and the Managing General Partner under this Agreement, and the Escrow Agent agrees to serve in this capacity during the term and based on the provisions of this Agreement. 2. Deposit of Subscription Proceeds . Pending receipt of the minimum Subscription Proceeds of $2,000,000, the Dealer-Manager and the Managing General Partner shall deposit the Subscription Proceeds of each Investor to whom they sell Units with the Escrow Agent and shall deliver to the Escrow Agent a copy of the " Subscription Agreement," which is the execution and subscription instrument signed by the Investor to evidence his agreement to purchase Units in the Partnership. In this regard, the Selling Agents shall promptly transmit any and all checks received by them from Investors and the original executed Subscription Agreement to the Dealer-Manager by noon of the next business day following receipt of the check by them. By noon of the next business day following the Dealer-Manager' s receipt of the check and the original executed subscription documents, the Dealer-Manager shall transmit the check and a copy of the executed Subscription Agreement to the Escrow Agent. Payment for each subscription for Units shall be in the form of a check or wire made payable to " National City Bank of Cleveland, Ohio, Escrow Agent, Atlas Resources Public #16-2007(B) L.P.," pending receipt of the Partnership' s minimum Subscription Proceeds of $2,000,000. 3. Investment of Subscription Proceeds . The Subscription Proceeds shall be deposited in an interest bearing account maintained by the Escrow Agent as directed by the Managing General Partner. This may be a savings account, bank money market account, short-term certificates of deposit issued by a bank, or short-term certificates of deposit issued or guaranteed by the United States government. The interest earned shall be added to the Subscription Proceeds and disbursed in accordance with the provisions of Paragraph 4 or 5 of this Agreement, as the case may be. 4. Distribution of Subscription Proceeds . If the Escrow Agent: (a) receives proper written notice from an authorized officer of the Managing General Partner that at least the minimum Subscription Proceeds of $2,000,000 have been received and accepted by the Managing General Partner; and (b) determines that Subscription Proceeds for at least $2,000,000 are Distributable Subscription Proceeds;Escrow Agreement

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then the Escrow Agent shall promptly release and distribute to the Managing General Partner the Distributable Subscription Proceeds plus any interest paid and investment income earned on the Subscription Proceeds while held by the Escrow Agent in the escrow account. For purposes of the Agreement, " Distributable Subscription Proceeds" are Subscription Pro ...