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Registration Rights Agreement

REGISTRATION RIGHTS AGREEMENT

This REGISTRATION RIGHTS AGREEMENT is dated as of April 18, 2007 (this Agreement), by and among ATLAS PIPELINE PARTNERS, L.P., a Delaware limited partnership (the Company), and ATLAS PIPELINE PARTNERS FINANCE CORP., a Delaware corporation (the Finance Co and, together with the Company, the Issuers), and Sunlight Capital Partners, LLC (the Purchaser).

The Issuers and the Purchaser are parties to the Purchase Agreement of even date herewith (the Purchase Agreement) which provides for the issuance to the Purchaser of $8,524,000 aggregate principal amount of the Issuers 8¹/₈% Senior Notes due 2015 (including the unconditional guarantees thereof on an unsecured senior basis as to principal, premium, if any, and interest by the Guarantors, the Securities). As an inducement to the Purchaser to enter into the Purchase Agreement, the Issuers have agreed to provide to the Purchaser and its direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the Purchasers obligations under the Purchase Agreement.

In consideration of the foregoing, the parties hereto agree as follows:

1. Definitions. As used in this Agreement, the following terms shall have the following meanings:

Business Day shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed.

Closing Date shall mean the Closing Date as defined in the Purchase Agreement.

Exchange Act shall mean the Securities Exchange Act of 1934, as amended from time to time.

Exchange Dates shall have the meaning set forth in Section 2(a)(ii) hereof.

Exchange Offer shall mean the exchange offer by the Issuers and the Guarantors of Exchange Securities for Registrable Securities pursuant to Section 2(a) hereof.

Exchange Offer Registration shall mean a registration under the Securities Act effected pursuant to Section 2(a) hereof.

Exchange Offer Registration Statement shall mean an exchange offer registration statement on Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to such registration statement, in each case including the Prospectus contained therein, all exhibits thereto and any document incorporated by reference therein.

Exchange Securities shall mean senior notes issued by the Issuers and guaranteed by the Guarantors under the Indenture containing terms identical to the Securities (except that the Exchange Securities will not be subject to restrictions on transfer or to any increase in annual interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities in exchange for Securities pursuant to the Exchange Offer.

Guarantors shall mean the guarantors of the Securities.

Holders shall mean the Purchaser, for so long as it owns any Registrable Securities, and each of its successors, assigns and direct and indirect transferees who become owners of Registrable Securities under the Indenture; provided that for purposes of Sections 4 and 5 of this Agreement, the term Holders shall include Participating Broker-Dealers.

Indenture shall mean the Indenture relating to the Securities dated as of December 20, 2005 among the Issuers, the Guarantors and Wachovia Bank, National Association, as trustee, and as the same may be amended from time to time in accordance with the terms thereof.

Majority Holders shall mean the Holders of a majority of the aggregate principal amount of outstanding Registrable Securities; provided that whenever the consent or approval of Holders of a specified percentage of Registrable Securities is required hereunder, Registrable Securities owned directly or indirectly by the Company or any of its affiliates shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage or amount.

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