0001104659-11-025369 Sample Contracts

VOTING AGREEMENT

Voting Agreement • May 3rd, 2011 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas • Delaware

• Contract Type
  Voting Agreement
• Filed
  May 3rd, 2011
• Company
  Eagle Rock Energy Partners L P
• Industry
  Crude petroleum & natural gas
• Jurisdiction
  Delaware

This Voting Agreement (this “Agreement”) is entered into as of May 3, 2011 by and among Natural Gas Partners VIII, L.P., a Delaware limited partnership (“NGP VIII”), and Eagle Rock Energy Partners, L.P., a Delaware limited partnership (the “Partnership” and collectively, with NGP VIII and any other NGP VIII Party, the “Parties”). Certain capitalized and other terms used in this Agreement are defined on Schedule A hereto.

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • May 3rd, 2011 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas • Delaware

• Contract Type
  Registration Rights Agreement
• Filed
  May 3rd, 2011
• Company
  Eagle Rock Energy Partners L P
• Industry
  Crude petroleum & natural gas
• Jurisdiction
  Delaware

This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 3, 2011, by and among Eagle Rock Energy Partners, L.P., a Delaware limited partnership (the “Partnership”) and Natural Gas Partners VIII, L.P., a Delaware limited partnership (“NGP VIII”). The Partnership and NGP VIII are referred to collectively herein as the “Parties.”