COMMON UNIT PURCHASE AGREEMENT

Exhibit 10.1

COMMON UNIT PURCHASE AGREEMENT

BY AND AMONG

ATLAS PIPELINE PARTNERS, L.P.

AND

THE PURCHASERS NAMED HEREIN

TABLE OF CONTENTS

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Schedules and Exhibits

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COMMON UNIT PURCHASE AGREEMENT

This COMMON UNIT PURCHASE AGREEMENT, dated as of August 17, 2009 (this “ Agreement ”), by and among Atlas Pipeline Partners, L.P., a Delaware limited partnership (“ Atlas Pipeline Partners ”), and each of the Purchasers signatory hereto (each, a “ Purchaser ” and, collectively, the “ Purchasers ”).

WHEREAS, Atlas Pipeline Partners desires to sell an aggregate of 2,689,765 Common Units and the Purchasers desire to purchase an aggregate of 2,689,765 Common Units from Atlas Pipeline Partners, each in accordance with the provisions of this Agreement; and

WHEREAS, Atlas Pipeline Partners has agreed to provide the Purchasers with certain registration rights with respect to the Purchased Units acquired pursuant to this Agreement; and

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Atlas Pipeline Partners and each of the Purchasers, severally and not jointly, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01 Definitions . As used in this Agreement, and unless the context requires a different meaning, the following terms have the meanings indicated:

“ 8-K Filing ” shall have the meaning specified in Section 5.06.

“ Action ” against a Person means any lawsuit, action, proceeding, investigation or complaint before any Governmental Authority, mediator or arbitrator.

“ Affiliate ” means, with respect to a specified Person, any other Person, whether now in existence or hereafter created, directly or indirectly controlling, controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “control” (including, with correlative meanings, “controlling”, “controlled by” and “under common control with”) means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“ Agreement ” shall have the meaning specified in the introductory paragraph.

“ Atlas Pipeline Partners ” shall have the meaning specified in the introductory paragraph.

“ Atlas Pipeline Partners Financial Statements ” shall have the meaning specified in Section 3.03.

“ Atlas Pipeline Partners Material Adverse Effect ” means any material and adverse effect on (i) the assets, liabilities, financial condition, business, operations, prospects or affairs of Atlas Pipeline Partners and its Subsidiaries, taken as a whole, other than those occurring as a result of

general economic or financial conditions or other developments that are not unique to and do not have a material disproportionate impact on Atlas Pipeline Partners and its Subsidiaries but also affect other Persons who participate in or are engaged in the lines of business of which Atlas Pipeline Partners and its Subsidiaries participate or are engaged, (ii) the ability of Atlas Pipeline Partners and its Subsidiaries, taken as a whole, to carry out their business as of the date of this Agreement or to meet their obligations under the Basic Documents on a timely basis or (iii) the ability of Atlas Pipeline Partners to consummate the transactions under any Basic Document.

“ Atlas Pipeline Partners Related Parties ” shall have the meaning specified in Section 7.02.

“ Atlas Pipeline Partners SEC Documents ” shall have the meaning specified in Section 3.03.

“ Basic Documents ” means, collectively, this Agreement, the Registration Rights Agreement, and any and all other agreements or instruments executed and delivered by the Parties to evidence the execution, delivery and performance of this Agreement, and any amendments, supplements, continuations or modifications thereto.

“ Board of Directors ” means the board of directors of Atlas Pipeline Partners’ general partner.

“ Business Day ” means any day other than a Saturday, a Sunday, or a legal holiday for commercial banks in New York, New York.

“ Closing ” shall have the meaning specified in Section 2.04.

“ Closing Date ” shall have the meaning specified in Section 2.04.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Commission ” means the United States Securities and Exchange Commission.

“ Commitment Amount ” means the dollar amount set forth opposite each Purchaser’s signature page to this Agreement opposite the heading “Commitment Amount.”

“ Common Unit Price ” means $6.35 per Purchased Unit to be paid by each Purchaser to Atlas Pipeline Partners to purchase the Purchased Units.

“ Common Units ” means the Common Units of Atlas Pipeline Partners having the rights, preferences and designations set forth in the Limited Partnership Agreement.

“ Delaware LP Act ” means the Delaware Revised Uniform Limited Partnership Act, as amended from time to time.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

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“ Excluded Securities ” means Common Units, options and convertible securities issued or issuable: (i) in connection with the Atlas Pipeline Partners Long-Term Incentive Plan or any other approved employee compensation arrangement, (ii) upon exercise of the Warrants, (iii) upon conversion or exercise of any options or convertible securities that are outstanding on the day immediately preceding the Closing Date, provided that the terms of such options or convertible securities are not amended, modified or changed on or after the date hereof, (iv) to consultants, vendors, or service providers of Atlas Pipeline Partners (or any of its subsidiaries) pursuant to contracts or arrangements approved by Atlas Pipeline Partners’ general partner’s Board of Directors after the Closing Date, in each case in the ordinary course of business consistent with past practices and in each case related to compensation for services (and, with respect to vendors and service providers, not the sole or principal form of compensation for such services) and not for the purpose of raising capital; (v) in connection with strategic transactions involving Atlas Pipeline Partners (including any of Atlas Pipeline Partners’ subsidiaries) and other entities, including without limitation, joint venture, licensing, collaboration, manufacturing, development, marketing, co-promotion or distribution arrangements, and (vi) as consideration for assets or equity.

“ GAAP ” means generally accepted accounting principles in the United States of America in effect from time to time.

“ Governmental Authority ” shall include the country, state, county, city and political subdivisions in which any Person or such Person’s Property is located or that exercises valid jurisdiction over any such Person or such Person’s Property, and any court, agency, department, commission, board, bureau or instrumentality of any of them and any monetary authorities that exercise valid jurisdiction over any such Person or such Person’s Property. Unless otherwise specified, all references to Governmental Authority herein shall mean a Governmental Authority having jurisdiction over, where applicable, Atlas Pipeline Partners, its Subsidiaries or any of their Property or any of the Purchasers.

“ Indemnified Party ” shall have the meaning specified in Section 7.03.

“ Indemnifying Party ” shall have the meaning specified in Section 7.03.

“ Law ” means any federal, state, local or foreign order, writ, injunction, judgment, settlement, award, decree, statute, law, rule or regulation.

“ Lien ” means any interest in Property securing an obligation owed to, or a claim by, a Person other than the owner of the Property, whether such interest is based on the common law, statute or contract, and whether such obligation or claim is fixed or contingent, and including the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes.

“ Limited Partnership Agreement ” shall have the meaning specified in Section 2.03.

“ Participation Date ” means the earlier of (i) 60 days after the date the Registration Statement (as defined in the Registration Rights Agreement) is declared effective or (ii) 240 days after the Closing Date.

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“ Participating Unit ” shall have the meaning specified in Section 4.08.

“ Party ” or “ Parties ” means Atlas Pipeline Partners and the Purchasers, individually or collectively, as the case may be.

“ Person ” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, limited liability company, unincorporated organization or government or any agency, instrumentality or political subdivision thereof, or any other form of entity.

“ Placement Agent ” means Wells Fargo Securities, LLC.

“ Placement Agent Fees ” means the fees that Atlas Pipeline Partners is obligated to pay to the Placement Agent upon the closing of the transactions contemplated by this Agreement.

“ Property ” or “ Properties ” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“ Purchased Units ” means the Common Units to be issued and sold to the Purchasers pursuant to this Agreement.

“ Purchaser Material Adverse Effect ” means any material and adverse effect on (i) the ability of a Purchaser to meet its obligations under this Agreement or the Registration Rights Agreement on a timely basis or (ii) the ability of a Purchaser to consummate the transactions under this Agreement or the Registration Rights Agreement.

“ Purchaser Related Parties ” shall have the meaning specified in Section 7.01.

“ Registration Rights Agreement ” means the Registration Rights Agreement, substantially in the form attached to this Agreement as Exhibit A, to be entered into at the Closing, among Atlas Pipeline Partners and the Purchasers.

“ Representatives ” of any Person means the officers, managers, directors, employees, agents, affiliates, control persons, counsel, investment bankers and other representatives of such Person.

“ Securities Act ” means the Securities Act of 1933, as amended from time to time, and the rules and regulations of the Commission promulgated thereunder.

“ Short Sales ” means, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, whether or not against the box, and forward sale contracts, options, puts, calls, short sales, “put equivalent positions” (as defined in Rule 16a-1(h) under the Exchange Act) and similar arrangements, and sales and other transactions through non-U.S. broker dealers or foreign regulated brokers.

“ Subsidiary ” means, as to any Person, any corporation or other entity of which a majority of the outstanding equity interest having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation or other entity (irrespective of whether or not at the time any equity interest of any other class or classes of such corporation or other entity shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person or one or more of its Subsidiaries.

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“ Unitholders ” means the Unitholders of Atlas Pipeline Partners (within the meaning of the Limited Partnership Agreement).

“ Units ” means the Units of Atlas Pipeline Partners representing limited partnership interests.

“ Warrant ” means the Warrant, substantially in the form attached to this Agreement as Exhibit D, to be entered into at the Closing, between Atlas Pipeline Partners and each Purchaser.

Section 1.02 Accounting Procedures and Interpretation . Unless otherwise specified in this Agreement, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters under this Agreement shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Purchasers under this Agreement shall be prepared, in accordance with GAAP applied on a consistent basis during the periods involved (except, in the case of unaudited statements, as permitted by Form 10-Q promulgated by the Commission) and in compliance as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto.

ARTICLE II

SALE AND PURCHASE

Section 2.01 Sale and Purchase . Subject to the terms and conditions of this Agreement, at the Closing, Atlas Pipeline Partners hereby agrees to issue and sell to each Purchaser, and each Purchaser hereby agrees, severally and not jointly, to purchase from Atlas Pipeline Partners the number of Purchased Units, respectively, set forth on such Purchaser’s signature page. Each Purchaser severally and not jointly agrees to pay Atlas Pipeline Partners the Common Unit Price for each Purchased Unit purchased by such Purchaser.

Section 2.02 Independent Nature of Purchasers’ Obligations . The respective obligations of each Purchaser under this Agreement and the Registration Rights Agreement are several and not joint with the obligations of any other Purchaser, and no Purchaser shall be responsible in any way for the performance of the obligations of any other Purchaser under this Agreement or the Registration Rights Agreement. The failure or waiver of performance under this Agreement or the Registration Rights Agreement by any Purchaser, or on its behalf, does not excuse performance by any other Purchaser. Nothing contained herein or in the Registration Rights Agreement, and no action taken by any Purchaser pursuant thereto, shall be deemed to constitute the Purchasers as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Purchasers are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement or the Registration Rights Agreement. Except as otherwise provided in this Agreement or the Registration Rights Agreement, each Purchaser shall be entitled to independently protect and enforce its rights, including the rights arising out of this Agreement or the Registration Rights Agreement, and it shall not be necessary for any other Purchaser to be joined as an additional party in any proceeding for such purpose.

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Section 2.03 Purchased Units . The Purchased Units shall have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the Second Amended and Restated Agreement of Limited Partnership of Atlas Pipeline Partners, dated as of March 9, 2004, as amended (the “ Limited Partnership Agreement ”).

Section 2.04 Closing . Subject to the terms and conditions hereof, the consummation of the purchase and sale of the Purchased Units hereunder (the “ Closing ”) shall take place at 9:00 a.m., Central Daylight Time, on August 20, 2009, or at such other time and date not later than five (5) full Business Days thereafter as Atlas Pipeline Partners and the Purchasers may agree (the “ Closing Date ”).

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF ATLAS PIPELINE PARTNERS

Atlas Pipeline Partners represents and warrants to the Purchasers, on and as of the date of this Agreement and on and as of the Closing Date, as follows:

Section 3.01 Existence . Each of Atlas Pipeline Partners and its Subsidiaries: (i) is a corporation, limited partnership or limited liability company, as applicable, duly organized, validly existing and in good standing under the Laws of the state or other jurisdiction of its incorporation or organization; (ii) has all requisite power and authority, and has all material governmental licenses, authorizations, consents and approvals, necessary to own, lease, use and operate its Properties and carry on its business as its business is now being conducted as described in the Atlas Pipeline Partners SEC Documents, except where the failure to obtain such licenses, authorizations, consents and approvals would not reasonably be expected to have an Atlas Pipeline Partners Material Adverse Effect. Each of Atlas Pipeline Partners and its Subsidiaries is duly qualified or licensed and in good standing as a foreign limited partnership, limited liability company or corporation, as applicable, and is authorized to do business in each jurisdiction in which the ownership or leasing of its respective Properties or the character of its respective operations makes such qualification necessary, except where the failure to obtain such qualification, license, authorization or good standing would not reasonably be expected to have an Atlas Pipeline Partners Material Adverse Effect.

Section 3.02 Capitalization and Valid Issuance of Purchased Units .

(a) As of the date of this Agreement, and prior to the issuance and sale of the Purchased Units, the issued and outstanding membership interests of Atlas Pipeline Partners consist of 47,809,425 Common Units, 20,000 Class B Preferred Units (as defined in the Limited Partnership Agreement) and Incentive Distribution Rights (as defined in the Limited Partnership Agreement). All of the outstanding Common Units, Preferred Units and Incentive Distribution Rights have been duly authorized and validly issued in accordance with applicable Law and the Limited Partnership Agreement and are fully paid (to the extent required under the Limited Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Section 17-607 of the Delaware LP Act).

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(b) Other than Atlas Pipeline Partners’ existing Long-Term Incentive Plan, and other existing management compensation arrangements, Atlas Pipeline Partners has no equity compensation plans that contemplate the issuance of Common Units (or securities convertible into or exchangeable for Common Units). Atlas Pipeline Partners has no outstanding indebtedness having the right to vote (or convertible into or exchangeable for securities having the right to vote) on any matters on which the Unitholders may vote. Except as set forth in the first sentence of this Section 3.02(b), as contemplated by this Agreement, disclosed in the Atlas Pipeline Partners SEC Documents or as are contained in the Limited Partnership Agreement, there are no outstanding or authorized (i) options, warrants, preemptive rights, subscriptions, calls or other rights, convertible securities, agreements, claims or commitments of any character obligating Atlas Pipeline Partners or any of its Subsidiaries to issue, transfer or sell any limited partnership interests or other equity interests in Atlas Pipeline Partners or any of its Subsidiaries or securities convertible into or exchangeable for such limited partnership interests or other equity interests, (ii) obligations of Atlas Pipeline Partners or any of its Subsidiaries to repurchase, redeem or otherwise acquire any limited partnership interests or other equity interests in Atlas Pipeline Partners or any of its Subsidiaries or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which Atlas Pipeline Partners or any of its Subsidiaries is a party with respect to the voting of the equity interests of Atlas Pipeline Partners or any of its Subsidiaries.

(c) (i) All of the issued and outstanding equity interests of each of Atlas Pipeline Partners’ Subsidiaries are owned, directly or indirectly, by Atlas Pipeline Partners free and clear of any Liens (except for such restrictions as may exist under applicable Law and except for such Liens as may be imposed under Atlas Pipeline Partners’ or its Subsidiaries’ credit facilities filed as exhibits to the Atlas Pipeline Partners SEC Documents), and all such ownership interests have been duly authorized and validly issued and are fully paid (to the extent required by applicable Law and the organizational documents of Atlas Pipeline Partners’ Subsidiaries, as applicable) and non-assessable (except as non-assessability may be affected by Section 17-607 of the Delaware LP Act or the organizational documents of Atlas Pipeline Partners’ Subsidiaries, as applicable) and free of preemptive rights, with no personal liability attaching to the ownership thereof, and (ii) except as disclosed in the Atlas Pipeline Partners SEC Documents, neither Atlas Pipeline Partners nor any of its Subsidiaries owns any shares of capital stock or other securities of, or interest in, any other Person, or is obligated to make any capital contribution to or other investment in any other Person.

(d) The offer and sale of the Purchased Units and the limited partnership interests represented thereby are duly authorized by Atlas Pipeline Partners pursuant to the Limited Partnership Agreement prior to the Closing and, when issued and delivered to the Purchasers against payment therefor in accordance with the terms of this Agreement, will be validly issued, fully paid (to the extent required by applicable Law and the Limited Partnership Agreement) and non-assessable (except as such non-assessability may be affected by Section 17-607 of the Delaware LP Act) and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Limited Partnership Agreement, the Registration Rights Agreement and applicable state and federal securities Laws and other than such Liens as are created by the Purchasers.

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(e) The Purchased Units will be issued in compliance with all applicable rules of The New York Stock Exchange. Prior to the Closing Date, Atlas Pipeline Partners will submit an additional listing application to The New York Stock Exchange with respect to the Purchased Units. Atlas Pipeline Partners’ currently outstanding Common Units are quoted on The New York Stock Exchange and Atlas Pipeline Partners has not received any notice of delisting.

(f) The Purchased Units shall have those rights, preferences, privileges and restrictions governing the Common Units as set forth in the Limited Partnership Agreement.

Section 3.03 Atlas Pipeline Partners SEC Documents . Atlas Pipeline Partners has filed with the Commission all forms, registration statements, reports, schedules and statements required to be filed by it under the Exchange Act (all such documents filed on or prior to the date of this Agreement, collectively, the “ Atlas Pipeline Partners SEC Documents ”). The Atlas Pipeline Partners SEC Documents, including any audited or unaudited financial statements and any notes thereto or schedules included therein (the “ Atlas Pipeline Partners Financial Statements ”), at the time filed (in the case of registration statements, solely on the dates of effectiveness) (except to the extent corrected by a subsequently filed Atlas Pipeline Partners SEC Document filed prior to the date of this Agreement) (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (ii) complied in all material respects with the applicable requirements of the Exchange Act and the Securities Act, as the case may be, (iii) complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect thereto, (iv) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, as permitted by Form 10-Q of the Commission) and (v) fairly present (subject in the case of unaudited statements to normal, recurring and year-end audit adjustments) in all material respects the consolidated financial position and status of the business of Atlas Pipeline Partners as of the dates thereof and the consolidated results of its operations and cash flows for the periods then ended. Grant Thornton LLP is an independent registered public accounting firm with respect to Atlas Pipeline Partners and has not resigned or been dismissed as independent registered public accountants of Atlas Pipeline Partners as a result of or in connection with any disagreement with Atlas Pipeline Partners on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.

Section 3.04 Disclosures . Atlas Pipeline Partners confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their respective agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information, other than as shall be made public pursuant to Section 5.06. Atlas Pipeline Partners understands and confirms that each of the Purchasers will rely on the representations in this Article 3 in effecting transactions in securities of Atlas Pipeline Partners. No event or circumstance has occurred with respect to Atlas Pipeline Partners or any Subsidiary or either of its or their respective business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by Atlas Pipeline Partners but which has not been so publicly announced or disclosed. Atlas Pipeline Partners acknowledges and agrees that no Purchaser makes or has made any representations or warranties with respect to the transactions contemplated hereby

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other than those specifically set forth in this Article 3. All representations contained in this Article 3 are true and correct and do not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made herein, in the light of the circumstances under which they were made, not misleading.

Section 3.05 No Material Adverse Change . Except as set forth in or contemplated by the Atlas Pipeline Partners SEC Documents, Atlas Pipeline Partners and its Subsidiaries have conducted their business in the ordinary course, consistent with past practice, and there has been no (i) change that has had or would reasonably be expected to have a Atlas Pipeline Partners Material Adverse Effect, (ii) acquisition or disposition of any material asset by Atlas Pipeline Partners or any of its Subsidiaries or any contract or arrangement therefor, otherwise than for fair value in the ordinary course of business, (iii) material change in Atlas Pipeline Partners’ accounting principles, practices or methods or (iv) incurrence of material indebtedness (other than the incurrence of such indebtedness as has been disclosed to, and discussed with, each of the Purchasers). Except as set forth in or contemplated by the Atlas Pipeline Partners SEC Documents, Atlas Pipeline Partners has neither issued any Common Units or other equity securities (other than under its Long-Term Incentive Plan and existing management compensation plans, each as described in the Atlas Pipeline Partners SEC Documents) nor incurred material indebtedness since June 30, 2009.

Section 3.06 Litigation . Except as set forth in the Atlas Pipeline Partners SEC Documents, there is no Action pending or, to the knowledge of Atlas Pipeline Partners, contemplated or threatened against Atlas Pipeline Partners or any of its Subsidiaries or any of their respective officers, directors or Properties, which (individually or in the aggregate) reasonably would be expected to have a Atlas Pipeline Partners Material Adverse Effect or which challenges the validity of any of the Basic Documents or the consummation of the transactions contemplated hereby and thereby.

Section 3.07 No Breach . The execution, delivery and performance by Atlas Pipeline Partners of the Basic Documents to which it is a party and all other agreements and instruments in connection with the transactions contemplated by the Basic Documents, and compliance by Atlas Pipeline Partners with the terms and provisions hereof and thereof, do not and will not (a) violate any provision of any Law, governmental permit, determination or award having applicability to Atlas Pipeline Partners or any of its Subsidiaries or any of their respective Properties, (b) conflict with or result in a violation of any provision of the Certificate of Limited Partnership of Atlas Pipeline Partners or the Limited Partnership Agreement or any organizational documents of any of Atlas Pipeline Partners’ Subsidiaries, (c) require any consent, approval or notice under or result in a violation or breach of or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under (i) any note, bond, mortgage, license, or loan or credit agreement to which Atlas Pipeline Partners or any of its Subsidiaries is a party or by which Atlas Pipeline Partners or any of its Subsidiaries or any of their respective Properties may be bound or (ii) any other agreement, instrument or obligation, or (d) result in or require the creation or imposition of any Lien upon or with respect to any of the Properties now owned or hereafter acquired by Atlas Pipeline Partners or any of its Subsidiaries, except in the cases of clauses (a), (c) and (d) where such violation, default, breach, termination, cancellation, failure to receive consent or approval, or acceleration with respect to the foregoing provisions of this Section 3.07 would not, individually or in the aggregate, reasonably be expected to have a Atlas Pipeline Partners Material Adverse Effect.

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Section 3.08 Authority . Atlas Pipeline Partners has all necessary limited partnership power and authority to execute, deliver and perform its obligations under the Basic Documents to which it is a party and to consummate the transactions contemplated thereby; the execution, delivery and performance by Atlas Pipeline Partners of each of the Basic Documents to which it is a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary action on its part; and the Basic Documents constitute the legal, valid and binding obligations of Atlas Pipeline Partners, enforceable in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer and similar Laws affecting creditors’ rights generally or by general principles of equity. Except as contemplated by this Agreement, no approval by the Unitholders is required as a result of Atlas Pipeline Partners’ issuance and sale of the Purchased Units.

Section 3.09 Compliance with Laws . Neither Atlas Pipeline Partners nor any of its Subsidiaries is in violation of any judgment, decree or order or any Law applicable to Atlas Pipeline Partners or its Subsidiaries, except as would not, individually or in the aggregate, have a Atlas Pipeline Partners Material Adverse Effect. Atlas Pipeline Partners and its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would not have, individually or in the aggregate, a Atlas Pipeline Partners Material Adverse Effect, and neither Atlas Pipeline Partners nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit, except where such potential revocation or modification would not have, individually or in the aggregate, a Atlas Pipeline Partners Material Adverse Effect. Neither Atlas Pipeline Partners, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of Atlas Pipeline Partners or any of its Subsidiaries has, in the course of its actions for, or on behalf of, Atlas Pipeline Partners or any of its Subsidiaries (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

Section 3.10 Approvals . Except as contemplated by this Agreement or as required by the Commission in connection with Atlas Pipeline Partners’ obligations under the Registration Rights Agreement, no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance by Atlas Pipeline Partners of any of the Basic Documents to which it is a party, except where the failure to receive such authorization, consent, approval, waiver, license, qualification or written exemption or to make such filing, declaration, qualification or registration would not, individually or in the aggregate, reasonably be expected to have a Atlas Pipeline Partners Material Adverse Effect.

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Section 3.11 MLP Status . Atlas Pipeline Partners met for the taxable year ended December 31, 2008, and Atlas Pipeline Partners expects to meet for the taxable year ending December 31, 2009, the gross income requirements of Section 7704(c)(2) of the Code, and accordingly Atlas Pipeline Partners is not, and does not reasonably expect to be, taxed as a corporation for U.S. federal income tax purposes or for applicable tax purposes.

Section 3.12 Investment Company Status . Atlas Pipeline Partners is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 3.13 Offering . Assuming the accuracy of the representations and warranties of the Purchasers contained in this Agreement, the sale and issuance of the Purchased Units pursuant to this Agreement are exempt from the registration requirements of the Securities Act, and neither Atlas Pipeline Partners nor any authorized Representative acting on its behalf has tak