REGISTRATION RIGHTS AGREEMENT

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).

W I T N E S S E T H:

WHEREAS, pursuant to the Securities Purchase Agreement, dated on or about the date hereof, by and between the Company and the Purchaser (the Purchase Agreement), the Company has agreed to sell and issue to the Purchaser, and the Purchaser has agreed to purchase from the Company, 30,000 6.5% Convertible Preferred Units (the Initial Preferred Units), subject to the terms and conditions set forth therein; and

WHEREAS, pursuant to the terms of the Purchase Agreement, the Company has an option to sell an additional 10,000 6.5% Convertible Preferred Units (the Option Preferred Units and together with the Initial Preferred Units, the Preferred Units); and

WHEREAS, the terms of the Convertible Units provide that they will be convertible into common units representing limited partner interests (the Common Units) of the Company; and

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in the Purchase Agreement and this Agreement, the Company and each Purchaser agree as follows:

1. Certain Definitions. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed thereto in the Purchase Agreements or the Certification of Designations of the Preferred Units. As used in this Agreement, the following terms shall have the following respective meanings:

Certificate of Designations shall mean the Certificate of Designations of the Preferred Units.

Closing and Closing Date shall mean the Initial Closing and Initial Closing Date (each as defined in the Purchase Agreement) with respect to the purchase of the Initial Preferred Units.

Commission or SEC shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.

Holder and Holders shall include the Purchaser and any transferee or transferees of Registrable Securities and/or Preferred Units which have not been sold to the public to whom the registration rights conferred by this Agreement have been transferred in compliance with this Agreement and the Purchase Agreement.

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

The terms register, registered and registration shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of the effectiveness of such registration statement.

Registrable Securities shall mean: (i) the Common Units (without regard to any limitations on beneficial ownership contained in the Certificate of Designations) issued or issuable to each Holder (a) upon conversion of the Preferred Units, (b) upon any distribution with respect to, any exchange for or any replacement of such Preferred Units, or (c) upon any conversion, exercise or exchange of any securities issued in connection with any such distribution, exchange or replacement; (ii) securities issued or issuable upon any split, dividend, recapitalization or similar event with respect to the foregoing; and (iii) any other security issued as a dividend or other distribution with respect to, in exchange for or in replacement of the securities referred to in the preceding clauses, except that any such Common Units or other securities shall cease to be Registrable Securities when (x) they have been sold to the public or (y) they may be sold by the Holder thereof under Rule 144(k).

Registration Expenses shall mean all expenses to be incurred by the Company in connection with each Holders registration rights under this Agreement including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel for the Company, and blue sky fees and expenses, reasonable fees and disbursements of counsel to Holders (using a single counsel selected by a majority in interest of the Holders) for a review of the Registration Statement and related documents, and the expense of any special audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company, which shall be paid in any event by the Company).

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