Common use of Capitalization and Valid Issuance of Purchased Units Clause in Contracts

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 limited partnership interests of Atlas consist of 54,045,827 Common Units and Incentive Distribution Rights (as defined in the Limited Partnership Agreement). All of the outstanding Common 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). (b) Other than Atlas’s existing Long-Term Incentive Plans, and other existing management compensation arrangements, Atlas has no equity compensation plans that contemplate the issuance of Common Units (or securities convertible into or exchangeable for Common Units). Atlas 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 holders of Common Units may vote. Except as set forth in the first sentence of this Section 3.02(b), as contemplated by this Agreement 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 or any of its Subsidiaries to issue, transfer or sell any partnership interests or other equity interests in Atlas or any of its Subsidiaries or securities convertible into or exchangeable for such partnership interests or other equity interests, (ii) obligations of Atlas or any of its Subsidiaries to repurchase, redeem or otherwise acquire any limited partnership interests or other equity interests in Atlas 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 or any of its Subsidiaries is a party with respect to the voting of the equity interests of Atlas or any of its Subsidiaries. (c) All of the issued and outstanding equity interests of each of Atlas’s Subsidiaries (other than Atlas Pipeline Mid-Continent WestTex, LLC, Atlas Pipeline Mid-Continent WestOk, LLC, and their respective Subsidiaries) are owned, directly or indirectly, by Atlas 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’s or its Subsidiaries’ credit facilities filed as exhibits to the Atlas 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’s 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’s 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 SEC Documents, neither Atlas 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 partner interests represented thereby, and the Common Units issuable upon conversion of the Purchased Units in accordance with the terms of the Class D Units as reflected in the Certificate of Designation, are or will be duly authorized by Atlas 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. (e) Purchased Units will be issued in compliance with all applicable rules of The New York Stock Exchange. Atlas’s currently outstanding Common Units are quoted on The New York Stock Exchange and Atlas has not received any notice of delisting. (f) The Purchased Units shall have those rights, preferences, privileges and restrictions governing the Class D Units as set forth in the Limited Partnership Agreement, as amended by the Certificate of Designation.

Capitalization and Valid Issuance of Purchased Units. (a) As of the date of this AgreementJune 7, 2013, and prior to the issuance and sale of the Purchased Units, the issued and outstanding limited partnership interests of Atlas consist of 54,045,827 44,447,284 Common Units, Class A Units and Incentive Distribution Rights 3,836,554 Class B units (each as defined in the Limited Partnership Agreement). All of the outstanding Common Units, Class A Units, Class B Units and Incentive Distribution Rights (as defined in the Limited Partnership Agreement) 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). (b) Other than Atlas’s existing Long-Term Incentive Plans, and other existing management compensation arrangements, Atlas has no equity compensation plans that contemplate the issuance of Common Units (or securities convertible into or exchangeable for Common Units). Atlas 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 holders of Common Units may vote. Except as set forth in the first sentence of this Section 3.02(b5.02(b), as contemplated by this Agreement or Agreement, as are contained in the Limited Partnership Agreement, or as described in the Atlas SEC Documents, 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 or any of its Subsidiaries to issue, transfer or sell any limited partnership interests or other equity interests in Atlas or any of its Subsidiaries or securities convertible into or exchangeable for such limited partnership interests or other equity interests, (ii) obligations of Atlas or any of its Subsidiaries to repurchase, redeem or otherwise acquire any limited partnership interests or other equity interests in Atlas 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 or any of its Subsidiaries is a party with respect to the voting of the equity interests of Atlas or any of its Subsidiaries. (c) All of the issued and outstanding equity interests of each of Atlas’s Subsidiaries (other than Atlas Pipeline Mid-Continent WestTex, LLC, Atlas Pipeline Mid-Continent WestOk, LLC, and their respective Subsidiaries) are owned, directly or indirectly, by Atlas 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’s or its Subsidiaries’ credit facilities filed as exhibits to the Atlas 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’s 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’s 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 SEC Documents, neither Atlas 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 partner interests represented thereby, and the Common Units issuable upon conversion of the Purchased Units in accordance with the terms of the Class D C Units as reflected in the Certificate of Designation, are or will be duly authorized by Atlas pursuant to the Limited Partnership Agreement Agreement, as amended by the Certificate of Designation, prior to the Closing and, when issued and delivered to the Purchasers Purchaser 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 PurchasersPurchaser. (e) Purchased Units will be issued in compliance with all applicable rules of The New York Stock Exchange. Atlas’s currently outstanding Common Units are quoted on The New York Stock Exchange and Atlas has not received any notice of delisting. (f) The Purchased Units shall have those rights, preferences, privileges and restrictions governing the Class D C Units as set forth in the Limited Partnership Agreement, as amended by the Certificate of Designation.

Capitalization and Valid Issuance of Purchased Units. (a) As of February 23, 2015 (the “Capitalization Date”), there are 52,021,532 common units of ATLS issued and outstanding. Assuming that the record date of this Agreementfor the Distribution were the Capitalization Date, immediately following the Distribution and prior to the issuance and sale of the Purchased Units, the issued and outstanding limited partnership liability company interests of Atlas would consist of 54,045,827 26,010,766 Common Units and Incentive Distribution Rights (as defined in the Limited Partnership Agreement)Units. All of the outstanding Common Units and Incentive Distribution Rights outstanding at Closing have been duly authorized and validly issued in accordance with applicable Law and the Limited Partnership LLC Agreement and are fully paid (to the extent required under the Limited Partnership LLC Agreement) and non-assessable (except as such non-assessability may be affected by Section 1718-607 or 18-804 of the Delaware LP Act). (b) Other than Atlas’s existing the Atlas 2015 Long-Term Incentive Plans, and other existing management compensation arrangementsPlan described in the Atlas SEC Reports, Atlas has no equity compensation plans that contemplate the issuance of Common Units (or securities convertible into or exchangeable for Common Units). Atlas 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 holders of Common Units may vote. Except as set forth in the first sentence of this Section 3.02(b), as contemplated by this Agreement or Agreement, as are contained in the Limited Partnership LLC Agreement, as amended by Amendment 1, or as described in the Atlas SEC Documents, 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 or any of its Subsidiaries to issue, transfer or sell any partnership limited liability company interests or other equity interests in Atlas or any of its Subsidiaries or securities convertible into or exchangeable for such partnership limited liability company interests or other equity interests, (ii) obligations of Atlas or any of its Subsidiaries to repurchase, redeem or otherwise acquire any limited partnership liability company interests or other equity interests in Atlas or any of its Subsidiaries or any such securities or agreements listed in clause clause (i) of this sentence or (iii) voting trusts or similar agreements to which Atlas or any of its Subsidiaries is a party with respect to the voting of the equity interests of Atlas or any of its Subsidiaries. (c) All Except as described in the Atlas SEC Documents, all of the issued and outstanding equity interests of each of Atlas’s Subsidiaries (other than Atlas Pipeline Mid-Continent WestTex, LLC, Atlas Pipeline Mid-Continent WestOk, LLC, and their respective Subsidiaries) are owned, directly or indirectly, by Atlas 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’s or its Subsidiaries’ credit facilities filed as exhibits to the Atlas SEC DocumentsFinancing Arrangements), 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’s Subsidiaries, as applicable) and non-assessable (except as non-assessability may be affected by Section 1718-607 or 18-804 of the Delaware LP Act Act, similar statutes or the organizational documents of Atlas’s 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 SEC Documents, neither Atlas 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 partner liability company interests represented thereby, and the Common Units issuable upon conversion of the Purchased Units in accordance with the terms of the Class D Series A Units as reflected in the Certificate of DesignationAmendment 1, are or will be duly authorized by Atlas pursuant to the Limited Partnership Agreement prior to the Closing LLC Agreement, as amended by Amendment 1, and, when issued and delivered to the Purchasers Purchaser 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 LLC Agreement, as amended by Amendment 1) and non-assessable (except as such non-assessability may be affected by Section 1718-607 or 18-804 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 LLC Agreement, as amended by Amendment 1, the Registration Rights Agreement and applicable state and federal securities Laws and other than such Liens as are created by the PurchasersPurchaser thereof. (e) Purchased Units will be issued in compliance with all applicable rules of The New York Stock Exchange. Atlas’s currently outstanding Common Units are quoted approved for listing on The New York Stock Exchange and Atlas has not received any notice of delisting. (f) The Purchased Units shall have those rights, preferences, privileges and restrictions governing the Class D Series A Units as set forth in the Limited Partnership LLC Agreement, as amended by the Certificate of DesignationAmendment 1.

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 limited partnership membership interests of Atlas Pipeline Partners consist of 54,045,827 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). (b) Other than Atlas’s Atlas Pipeline Partners’ existing Long-Term Incentive PlansPlan, 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 holders of Common Units Unitholders may vote. Except as set forth in the first sentence of this Section 3.02(b), as contemplated by this Agreement 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’s Subsidiaries (other than Atlas Pipeline Mid-Continent WestTex, LLC, Atlas Pipeline Mid-Continent WestOk, LLC, and their respective Subsidiaries) 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’s 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’s 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’s 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 partner partnership interests represented thereby, and the Common Units issuable upon conversion of the Purchased Units in accordance with the terms of the Class D Units as reflected in the Certificate of Designation, thereby are or will be 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. (e) The Purchased Units will be issued in compliance with all applicable rules of The New York Stock Exchange. Atlas’s 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 Class D Common Units as set forth in the Limited Partnership Agreement, as amended by the Certificate of Designation.

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 limited partnership membership interests of Atlas Linn Energy consist of 54,045,827 Common Units and Incentive Distribution Rights (as defined in the Limited Partnership Agreement)57,806,071 Units. All of the outstanding Common Units and Incentive Distribution Rights have been duly authorized and validly issued in accordance with applicable Law and the Limited Partnership Liability Company Agreement and are fully paid (to the extent required under the Limited Partnership Liability Company Agreement) and non-assessable (except as such non-assessability may be affected by Section 1718-607 of the Delaware LP Limited Liability Company Act (the “Delaware LLC Act”). (b) Other than AtlasLinn Energy’s existing (i) Long-Term Incentive PlansPlan and (ii) Memorandum of Understanding Regarding Compensation Arrangements for Members of its Board of Directors, and other existing management compensation arrangements, Atlas Linn Energy has no equity compensation plans that contemplate the issuance of Common Units (or securities convertible into or exchangeable for Common Units). Atlas Linn Energy 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 holders of Common Units Unitholders may vote. Except as set forth in the first sentence of this Section 3.02(b), as contemplated by this Agreement or as are contained in the Limited Partnership Liability Company 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 Linn Energy or any of its Subsidiaries to issue, transfer or sell any partnership limited liability company interests or other equity interests in Atlas Linn Energy or any of its Subsidiaries or securities convertible into or exchangeable for such partnership limited liability company interests or other equity interests, (ii) obligations of Atlas Linn Energy or any of its Subsidiaries to repurchase, redeem or otherwise acquire any limited partnership liability company interests or other equity interests in Atlas Linn Energy 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 Linn Energy or any of its Subsidiaries is a party with respect to the voting of the equity interests of Atlas Linn Energy or any of its Subsidiaries. (c) (i) All of the issued and outstanding equity interests of each of AtlasLinn Energy’s Subsidiaries (other than Atlas Pipeline Mid-Continent WestTex, LLC, Atlas Pipeline Mid-Continent WestOk, LLC, and their respective Subsidiaries) are owned, directly or indirectly, by Atlas Linn Energy 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 AtlasLinn Energy’s or its Linn Energy’s Subsidiaries’ credit facilities filed as exhibits to the Atlas Linn Energy 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 AtlasLinn Energy’s Subsidiaries, as applicable) and non-assessable (except as non-assessability may be affected by Section 1718-607 of the Delaware LP LLC Act or the organizational documents of AtlasLinn Energy’s 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 Linn Energy SEC Documents, neither Atlas Linn Energy 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 partner membership interests represented thereby, and the Common Units issuable upon conversion of the Purchased Units in accordance with the terms of the Class D Units as reflected in the Certificate of Designation, are or thereby will be duly authorized by Atlas Linn Energy pursuant to the Limited Partnership Liability Company 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 Liability Company Agreement) and non-assessable (except as such non-assessability may be affected by Section 1718-607 of the Delaware LP LLC Act) and will be free of any and all Liens and restrictions on transfer, other than restrictions on transfer under the Limited Partnership Liability Company Agreement, the Registration Rights Agreement and applicable state and federal securities Laws and other than such Liens as are created by the Purchasers. (e) The Purchased Units will be issued in compliance with all applicable rules of The New York Stock ExchangeNasdaq Global Market. AtlasPrior to the Closing Date, Linn Energy will submit to The Nasdaq Global Market a Notification Form: Listing of Additional Units with respect to the Purchased Units. Linn Energy’s currently outstanding Common Units are quoted on The New York Stock Exchange Nasdaq Global Market and Atlas Linn Energy has not received any notice of delisting. (f) The Purchased Units shall have those rights, preferences, privileges and restrictions governing the Class D Units as set forth in the Limited Partnership Liability Company Agreement. A true and correct copy of the Limited Liability Company Agreement, as amended through the date hereof, has been filed by Linn Energy with the Certificate Commission on January 19, 2006 as Exhibit 3.1 to Linn Energy’s Current Report on Form 8-K, as amended by Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of Designation.Linn Energy, LLC filed with the Commission on October 25, 2006 as Exhibit 4.1 to Linn Energy’s Current Report on Form 8-K and Amendment No. 2 to Second Amended and Restated Limited Liability Company Agreement of Linn Energy, LLC filed with the Commission on February 5, 2007 as Exhibit 4.1 to Linn Energy’s Current Report on Form 8-K.

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 limited partnership interests of Atlas Pipeline Partners consist of 54,045,827 13,080,418 Common Units, 40,000 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). (b) Other than Atlas’s Atlas Pipeline Partners’ existing Long-Term Incentive PlansPlan, and other existing management compensation arrangements, Atlas Pipeline Partners has no equity compensation plans that contemplate the issuance of Common Units or other equity securities (or securities convertible into or exchangeable for Common UnitsUnits or other equity securities). 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 holders of Common Units Unitholders may vote. Except as set forth in the first sentence of this Section 3.02(b3.02(a) and (b), as contemplated by this Agreement 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’s Subsidiaries (other than Atlas Pipeline Mid-Continent WestTex, LLC, Atlas Pipeline Mid-Continent WestOk, LLC, and their respective Subsidiaries) 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’s 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’s 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’s 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 partner partnership interests represented thereby, and the Common Units issuable upon conversion of the Purchased Units in accordance with the terms of the Class D Units as reflected in the Certificate of Designation, thereby are or will be duly authorized by Atlas Pipeline Partners pursuant to the Limited Partnership Agreement prior to and as at 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. (e) The Purchased Units will be issued in compliance with all applicable rules of The New York Stock Exchange. Atlas’s 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 Class D Common Units as set forth in the Limited Partnership Agreement, as amended by the Certificate of Designation.

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 limited partnership interests of Atlas Pipeline Holdings consist of 54,045,827 21,100,000 Common Units and Incentive Distribution Rights (as defined in the Limited Partnership Agreement)Units. All of the outstanding Common 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). (b) Other than Atlas’s Atlas Pipeline Holdings’ existing Long-Term Incentive Plans, Plan and other existing management compensation arrangements, Atlas Pipeline Holdings has no equity compensation plans that contemplate the issuance of Common Units or other equity securities (or securities convertible into or exchangeable for Common UnitsUnits or other equity securities). Atlas Pipeline Holdings 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 holders of Common Units Unitholders may vote. Except as set forth in the first sentence of this Section 3.02(b), as contemplated by this Agreement 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 Holdings or any of its Subsidiaries Atlas Pipeline Partners GP to issue, transfer or sell any limited partnership interests or other equity interests in Atlas Pipeline Holdings or any of its Subsidiaries Atlas Pipeline Partners GP or securities convertible into or exchangeable for such limited partnership interests or other equity interests, (ii) obligations of Atlas Pipeline Holdings or any of its Subsidiaries Atlas Pipeline Partners GP to repurchase, redeem or otherwise acquire any limited partnership interests or other equity interests in Atlas Pipeline Holdings or any of its Subsidiaries Atlas Pipeline Partners GP or any such securities or agreements listed in clause (i) of this sentence or (iii) voting trusts or similar agreements to which Atlas Pipeline Holdings or any of its Subsidiaries Atlas Pipeline Partners GP is a party with respect to the voting of the equity interests of Atlas Pipeline Holdings or any of its SubsidiariesAtlas Pipeline Partners GP. (c) (i) All of the issued and outstanding equity interests of each of Atlas’s Subsidiaries (other than Atlas Pipeline Mid-Continent WestTex, LLC, Partners GP are owned directly by Atlas Pipeline Mid-Continent WestOk, LLC, and their respective Subsidiaries) are owned, directly or indirectly, by Atlas Holdings 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’s or its SubsidiariesAtlas Pipeline Holdings’ credit facilities filed as exhibits to the Atlas Pipeline Holdings 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’s SubsidiariesAtlas Pipeline Partners GP, 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’s SubsidiariesAtlas Pipeline Partners GP, 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 Holdings SEC Documents, neither Atlas Pipeline Holdings nor any of its Subsidiaries Atlas Pipeline Partners GP 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 partner partnership interests represented thereby, and the Common Units issuable upon conversion of the Purchased Units in accordance with the terms of the Class D Units as reflected in the Certificate of Designation, thereby are or will be duly authorized by Atlas Pipeline Holdings pursuant to the Limited Partnership Agreement prior to and as at 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. (e) The Purchased Units will be issued in compliance with all applicable rules of The New York Stock Exchange. Atlas’s Prior to the Closing Date, Atlas Pipeline Holdings will submit an additional listing application to The New York Stock Exchange with respect to the Purchased Units. Atlas Pipeline Holdings’ currently outstanding Common Units are quoted on The New York Stock Exchange and Atlas Pipeline Holdings has not received any notice of delisting. (f) The Purchased Units shall have those rights, preferences, privileges and restrictions governing the Class D Common Units as set forth in the Limited Partnership Agreement, as amended by the Certificate of Designation.

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 limited partnership ownership interests of Atlas consist of 54,045,827 approximately 26,200,000 Common Units and Incentive Distribution Rights (as defined representing a 98% limited partner interest in the Limited Partnership Agreement)partnership and 534,694 Class A Units representing a 2% general partner interest in the partnership. All of the outstanding Common Units and Incentive Distribution Rights Class A Units 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). (b) Other than Atlas’s existing Long-Term Incentive PlansPlan, and other existing management compensation arrangements, Atlas has no equity compensation plans that contemplate the issuance of Common Units (or securities convertible into or exchangeable for Common Units). Atlas 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 holders of Common Units Unitholders may vote. Except as set forth in the first sentence of this Section 3.02(b), as contemplated by this Agreement 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 or any of its Subsidiaries to issue, transfer or sell any partnership interests or other equity interests in Atlas or any of its Subsidiaries or securities convertible into or exchangeable for such partnership interests or other equity interests, (ii) obligations of Atlas or any of its Subsidiaries to repurchase, redeem or otherwise acquire any limited partnership interests or other equity interests in Atlas 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 or any of its Subsidiaries is a party with respect to the voting of the equity interests of Atlas or any of its Subsidiaries. (c) All of the issued and outstanding equity interests of each of Atlas’s Subsidiaries (other than Atlas Pipeline Mid-Continent WestTex, LLC, Atlas Pipeline Mid-Continent WestOk, LLC, and their respective Subsidiaries) are owned, directly or indirectly, by Atlas 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’s or its Subsidiaries’ credit facilities filed as exhibits to the Atlas 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’s 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’s 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 SEC Documents, neither Atlas 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 partner interests represented thereby, and the Common Units issuable upon conversion of the Purchased Units in accordance with the terms of the Class D Units as reflected in the Certificate of Designation, thereby are or will be duly authorized by Atlas 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. (e) The Purchased Units will be issued in compliance with all applicable rules of The New York Stock Exchange. Atlas’s currently outstanding Common Units are quoted on The New York Stock Exchange prior to the Closing Date, and Atlas has not received any notice of delisting. (f) The Purchased Units shall have those rights, preferences, privileges and restrictions governing the Class D Common Units as set forth in the Limited Partnership Agreement, as amended by the Certificate of Designation.

Capitalization and Valid Issuance of Purchased Units. (a) As of the date of this AgreementJune 7, 2013, and prior to the issuance and sale of the Purchased Units, the issued and outstanding limited partnership interests of Atlas consist of 54,045,827 44,447,284 Common Units, Class A Units and Incentive Distribution Rights 3,836,554 Class B units (each as defined in the Limited Partnership Agreement). All of the outstanding Common Units, Class A Units, Class B Units and Incentive Distribution Rights (as defined in the Limited Partnership Agreement) 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). (b) Other than Atlas’s existing Long-Term Incentive Plans, and other existing management compensation arrangements, Atlas has no equity compensation plans that contemplate the issuance of Common Units (or securities convertible into or exchangeable for Common Units). Atlas 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 holders of Common Units may vote. Except as set forth in the first sentence of this Section 3.02(b), as contemplated by this Agreement or Agreement, as are contained in the Limited Partnership Agreement, or as described in the Atlas SEC Documents, 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 or any of its Subsidiaries to issue, transfer or sell any limited partnership interests or other equity interests in Atlas or any of its Subsidiaries or securities convertible into or exchangeable for such limited partnership interests or other equity interests, (ii) obligations of Atlas or any of its Subsidiaries to repurchase, redeem or otherwise acquire any limited partnership interests or other equity interests in Atlas 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 or any of its Subsidiaries is a party with respect to the voting of the equity interests of Atlas or any of its Subsidiaries. (c) All of the issued and outstanding equity interests of each of Atlas’s Subsidiaries (other than Atlas Pipeline Mid-Continent WestTex, LLC, Atlas Pipeline Mid-Continent WestOk, LLC, and their respective Subsidiaries) are owned, directly or indirectly, by Atlas 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’s or its Subsidiaries’ credit facilities filed as exhibits to the Atlas 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’s 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’s 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 SEC Documents, neither Atlas 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 partner interests represented thereby, and the Common Units issuable upon conversion of the Purchased Units in accordance with the terms of the Class D C Units as reflected in the Certificate of Designation, are or will be duly authorized by Atlas pursuant to the Limited Partnership Agreement Agreement, as amended by the Certificate of Designation, prior to the Closing and, when issued and delivered to the Purchasers Purchaser 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 PurchasersPurchaser. (e) Purchased Units will be issued in compliance with all applicable rules of The New York Stock Exchange. Atlas’s currently outstanding Common Units are quoted on The New York Stock Exchange and Atlas has not received any notice of delisting. (f) The Purchased Units shall have those rights, preferences, privileges and restrictions governing the Class D C Units as set forth in the Limited Partnership Agreement, as amended by the Certificate of Designation.