0001193125-06-052583 Sample Contracts

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • March 14th, 2006 • Atlas Pipeline Partners Lp • Natural gas transmission • New York

SECURITIES PURCHASE AGREEMENT (“Agreement”) dated as of March 13, 2006, between ATLAS PIPELINE PARTNERS, L.P., a Delaware limited partnership (the “Company”), and SUNLIGHT CAPITAL PARTNERS, LLC, a Delaware limited liability company (the “Purchaser”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Certificate.

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 14th, 2006 • Atlas Pipeline Partners Lp • Natural gas transmission • New York

This Registration Rights Agreement (“Agreement”) is entered into as of March 13, 2006, between Atlas Pipeline Partners, L.P., a Delaware limited partnership with offices at 311 Rouser Road, Moon Township, Pennsylvania 15108 (the “Company”) and the Purchaser set forth on the signature page hereto (the “Purchaser”).

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