EAGLE ROCK ENERGY PARTNERS L P Contracts & Agreements

AGREEMENT AND PLAN OF MERGER BY AND AMONG VANGUARD NATURAL RESOURCES, LLC TALON MERGER SUB, LLC EAGLE ROCK ENERGY PARTNERS, L.P. AND EAGLE ROCK ENERGY GP, L.P. DATED AS OF MAY 21,... (Filed With SEC on May 22, 2015)

VOTING AND SUPPORT AGREEMENT (Filed With SEC on May 22, 2015)

EAGLE ROCK ENERGY PARTNERS LONG TERM INCENTIVE PLAN (As Amended and Restated June 24, 2014) RESTRICTED UNIT AGREEMENT (Filed With SEC on April 24, 2015)

EAGLE ROCK ENERGY PARTNERS LONG TERM INCENTIVE PLAN (As Amended and Restated June 24, 2014) PERFORMANCE UNIT AGREEMENT (Filed With SEC on April 24, 2015)

SEPARATION AND RELEASE AGREEMENT (Filed With SEC on February 27, 2015)

Eagle Rock Energy G&P, LLC 2015 Short Term Incentive Bonus Plan (Filed With SEC on February 23, 2015)

MASTER AGREEMENT (Filed With SEC on October 31, 2014)

EAGLE ROCK ENERGY PARTNERS LONG TERM INCENTIVE PLAN (As Amended and Restated Effective June 24, 2014) (Filed With SEC on August 20, 2014)

EAGLE ROCK ENERGY PARTNERS LONG TERM INCENTIVE PLAN (As Amended and Restated June 24, 2014) PERFORMANCE UNIT AGREEMENT (Filed With SEC on August 20, 2014)

EAGLE ROCK ENERGY PARTNERS LONG TERM INCENTIVE PLAN (As Amended and Restated June 24, 2014) RESTRICTED UNIT AGREEMENT (Filed With SEC on August 20, 2014)

EAGLE ROCK ENERGY PARTNERS, L.P., EAGLE ROCK ENERGY FINANCE CORP., THE GUARANTORS NAMED HEREIN, AND U.S. BANK NATIONAL ASSOCIATION, as Trustee _______________________________... (Filed With SEC on July 3, 2014)

Borrowing Base Agreement and Fourth Amendment to Amended and Restated Credit Agreement (Filed With SEC on May 29, 2014)

Eagle Rock Energy G&P, LLC 2013 Short Term Incentive Bonus Plan (Filed With SEC on March 31, 2014)

Specific Terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the... (Filed With SEC on February 28, 2014)

Eagle Rock Energy G&P, LLC 2014 Short Term Incentive Bonus Plan (Filed With SEC on February 28, 2014)

Borrowing Base Agreement and Third Amendment to Amended and Restated Credit Agreement (Filed With SEC on February 27, 2014)

AMENDMENT TO PURCHASE AND SALE AGREEMENT (Filed With SEC on November 1, 2013)

FIRST AMENDMENT TO GAS GATHERING AND PROCESSING AGREEMENT (Filed With SEC on November 1, 2013)

SECOND AMENDMENT TO GAS GATHERING AND PROCESSING AGREEMENT (Filed With SEC on November 1, 2013)

AMENDMENT TO PURCHASE AND SALE AGREEMENT (Filed With SEC on August 5, 2013)

Second Amendment to Amended and Restated Credit Agreement (Filed With SEC on July 24, 2013)

EAGLE ROCK ENERGY PARTNERS, L.P. 9,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (Filed With SEC on March 18, 2013)

CONFIDENTIALITY AND NON-SOLICITATION AGREEMENT (Filed With SEC on March 1, 2013)

Eagle Rock Energy G&P, LLC 2013 Short Term Incentive Bonus Plan (Filed With SEC on February 11, 2013)

FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on December 31, 2012)

SECOND SUPPLEMENTAL INDENTURE (Filed With SEC on November 20, 2012)

Specific Terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the... (Filed With SEC on October 3, 2012)

Specific Terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the... (Filed With SEC on October 2, 2012)

EAGLE ROCK ENERGY PARTNERS, L.P. 8,800,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT (Filed With SEC on August 17, 2012)

CONFIDENTIALITY AND NONCOMPETE AGREEMENT (Filed With SEC on August 6, 2012)

CONFIDENTIALITY AND NON-SOLICITATION AGREEMENT (Filed With SEC on August 6, 2012)

REGISTRATION RIGHTS AGREEMENT by and among Eagle Rock Energy Partners, L.P. Eagle Rock Energy Finance Corp., the Guarantors party hereto, and Wells Fargo Securities, LLC, Merrill... (Filed With SEC on July 13, 2012)

$250,000,000 EAGLE ROCK ENERGY PARTNERS, L.P. EAGLE ROCK ENERGY FINANCE CORP. 83/8% Senior Notes due 2019 Purchase Agreement (Filed With SEC on July 13, 2012)

EAGLE ROCK ENERGY PARTNERS, L.P. COMMON UNITS EQUITY DISTRIBUTION AGREEMENT (Filed With SEC on May 30, 2012)

Specific terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the... (Filed With SEC on April 12, 2012)

[FORM] CONFIDENTIALITY, NON-COMPETITION, AND NON-SOLICITATION AGREEMENT (Filed With SEC on March 26, 2012)

Eagle Rock Energy G&P, LLC 2012 Short Term Incentive Bonus Plan (Filed With SEC on February 10, 2012)

Specific terms in this Exhibit have been redacted because confidential treatment for those terms has been requested. The redacted material has been separately filed with the... (Filed With SEC on August 23, 2011)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on May 3, 2011)

VOTING AGREEMENT (Filed With SEC on May 3, 2011)

Previous Target (Filed With SEC on May 3, 2011)

Eagle Rock Energy G&P, LLC 2011 Short Term Incentive Bonus Plan (Filed With SEC on February 14, 2011)

Amendment to Natural Gas Liquids Exchange Agreement By and Between ONEOK HYDROCARBON, L.P. And EAGLE ROCK FIELD SERVICES, L.P. (successor to ONEOK TEXAS FIELD SERVICES, L.P.)... (Filed With SEC on December 9, 2010)

[FORM] EAGLE ROCK ENERGY PARTNERS LONG-TERM INCENTIVE PLAN RESTRICTED UNIT AGREEMENT FOR OFFICERS (Filed With SEC on September 30, 2010)

EAGLE ROCK ENERGY PARTNERS LONG TERM INCENTIVE PLAN (As Amended and Restated Effective September 17, 2010) (Filed With SEC on September 17, 2010)

AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITEDPARTNERSHIP OF EAGLE ROCK ENERGY PARTNERS, L.P. (Filed With SEC on July 30, 2010)

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF EAGLE ROCK ENERGY G&P, LLC (a Delaware Limited Liability Company) (Filed With SEC on July 30, 2010)

ADMINISTRATIVE SERVICES AGREEMENT BETWEEN EAGLE ROCK ENERGY PARTNERS, L.P. AND EAGLE ROCK ENERGY G&P, LLC (Filed With SEC on July 30, 2010)

[FORM] EAGLE ROCK ENERGY PARTNERS LONG-TERM INCENTIVE PLAN RESTRICTED UNIT AGREEMENT FOR NON-EMPLOYEE DIRECTORS (Filed With SEC on July 30, 2010)

Eagle Rock Energy G&P, LLC Executive Change of Control Agreement Policy July 27, 2010 (Filed With SEC on July 28, 2010)

[FORM] EXECUTIVE CHANGE OF CONTROL AGREEMENT (Filed With SEC on July 28, 2010)

SUBSCRIPTION AGENT AGREEMENT May 27,2010 (Filed With SEC on May 27, 2010)

THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARESET FORTH IN THE PARTNERSHIPS PROSPECTUS SUPPLEMENT DATED MAY 27, 2010(THE PROSPECTUS) AND ARE INCORPORATED HEREIN BY REFERENCE.... (Filed With SEC on May 27, 2010)

FORM OF WARRANT AGREEMENT (Filed With SEC on May 27, 2010)

CONTRIBUTION AGREEMENT (Filed With SEC on May 25, 2010)

Entry into a Material Definitive Agreement (Filed With SEC on March 9, 2010)

AMENDED AND RESTATED SECURITIES PURCHASE AND GLOBAL TRANSACTION AGREEMENT (Filed With SEC on January 12, 2010)

SUPPLEMENTAL INDEMNIFICATION AGREEMENT (Filed With SEC on December 30, 2009)

[FORM] (Filed With SEC on December 30, 2009)

Eagle Rock Energy G&P, LLC 2010 Short Term Incentive Bonus Plan (Filed With SEC on December 30, 2009)

[FORM] (Filed With SEC on December 30, 2009)

a Securities Purchase and Global Transaction Agreement, dated as of December 21, 2009 (the Global Transaction Agreement), by and between the Partnership, Eagle Rock Energy GP,... (Filed With SEC on December 21, 2009)

Amendment No. 2 to the Partnership Interests Purchase Agreement dated February 9, 2009 among Eagle Rock Energy Partners, L.P. and Millennium Midstream Partners, L.P (Filed With SEC on March 13, 2009)

Amendment No. 3 to the Partnership Interests Purchase Agreement dated February 27, 2009 among Eagle Rock Energy Partners, L.P. and Millennium Midstream Partners, L.P (Filed With SEC on March 13, 2009)

Eagle Rock Energy Partners Long-Term Incentive Plan (Amended and Restated Effective February 4, 2009) (Filed With SEC on March 13, 2009)

EagleRock Energy G&P, LLC 2009Short Term Incentive Bonus Plan (Filed With SEC on February 9, 2009)

PARTNERSHIPINTERESTS PURCHASE AGREEMENT byand among MILLENNIUMMIDSTREAM PARTNERS, L.P., theOWNERS OF THE PARTNERSHIP INTERESTS OF MILLENNIUM MIDSTREAM PARTNERS,L.P., and EAGLEROCK... (Filed With SEC on November 10, 2008)

FIRST AMENDMENT TO EAGLE ROCK ENERGY PARTNERS, L.P. (Filed With SEC on May 15, 2008)

Eagle Rock Energy Partners, L.P. Long-Term Incentive Plan (Filed With SEC on May 15, 2008)

STOCK PURCHASE AGREEMENT among EAGLE ROCK ENERGY PARTNERS, L.P. (Purchaser), STANOLIND HOLDINGS, L.P. (Seller) and STANOLIND OIL AND GAS CORP. (the Company) TABLE OF CONTENTS (Filed With SEC on April 4, 2008)

CREDIT AGREEMENT (Filed With SEC on December 13, 2007)

Registration Rights Agreement (Filed With SEC on November 5, 2007)

Severance Agreement (Filed With SEC on November 5, 2007)

Contribution and Sale Agreement (Filed With SEC on August 29, 2007)

Asset Contribution Agreement (Filed With SEC on August 29, 2007)

Purchase, Sale and Contribution Agreement (Filed With SEC on August 29, 2007)

Registration Rights Agreement (Filed With SEC on August 29, 2007)

Common Unit Purchase Agreement (Filed With SEC on August 29, 2007)

Partnership Interests Purchase and Contribution Agreement (Filed With SEC on July 27, 2007)

Partnership Interests Contribution Agreement (Filed With SEC on July 27, 2007)

Asset Contribution Agreement (Filed With SEC on July 27, 2007)

Registration Rights Agreement (Filed With SEC on July 27, 2007)

Common Unit Purchase Agreement (Filed With SEC on July 27, 2007)

Eagle Rock Energy Partners, L.P. Long-Term Incentive Plan Grant of Restricted Units (Filed With SEC on May 22, 2007)

Registration Rights Agreement (Filed With SEC on October 31, 2006)

Omnibus Agreement (Filed With SEC on October 31, 2006)

Eagle Rock Energy Partners, L.P. Long-Term Incentive Plan (Filed With SEC on October 31, 2006)

Contribution, Conveyance and Assumption Agreement (Filed With SEC on October 31, 2006)

Eagle Rock Energy Partners, L.P. 12,500,000 Common Units Representing Limited Partner Interests Underwriting Agreement (Filed With SEC on October 25, 2006)

Natural Gas Liquids Exchange Agreement (Filed With SEC on October 13, 2006)

Base Contract for Sale and Purchase (Filed With SEC on October 2, 2006)

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE... (Filed With SEC on September 26, 2006)

Gas Sales and Purchase Agreement MC Panhandle, Inc., Seller and MidCon Gas Services Corp., Buyer TABLE OF CONTENTS I. DEFINITIONS 2 II. COMMITMENT AND DEDICATION 3 III. TERM 4 IV.... (Filed With SEC on September 26, 2006)

Jasper County, Texas Dated September 1, 1993 (Filed With SEC on September 26, 2006)

SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE... (Filed With SEC on September 26, 2006)

GAS PURCHASE CONTRACT CANADIAN PLANT HEMPHILL COUNTY, TEXAS (Filed With SEC on September 26, 2006)

Form of Underwriting Agreement (Filed With SEC on September 12, 2006)

Amended and Restated Credit and Guaranty Agreement (Filed With SEC on September 12, 2006)

Form of Omnibus Agreement (Filed With SEC on September 12, 2006)

Form of Contribution, Conveyance and Assumption Agreement (Filed With SEC on September 12, 2006)

Employment Agreement (Filed With SEC on September 12, 2006)

Form of Registration Rights Agreement (Filed With SEC on August 23, 2006)

Long-Term Incentive Plan (Filed With SEC on July 25, 2006)

Sale, Contribution and Exchange Agreement (Filed With SEC on July 25, 2006)

Natural Gas Liquids Exchange Agreement (Filed With SEC on July 25, 2006)

Gas Sales and Purchase Agreement (Filed With SEC on July 25, 2006)

Brookeland Gas Facilities Gas Gathering and Processing Agreement (Filed With SEC on July 25, 2006)

Minimum Volume Agreement (Filed With SEC on July 25, 2006)

Gas Purchase Agreement (Filed With SEC on July 25, 2006)

Gas Purchase Contract (Filed With SEC on July 25, 2006)

Registration Rights Agreement dated March 27, 2006 (Filed With SEC on June 6, 2006)

Tag Along Agreement dated March 27, 2006 (Filed With SEC on June 6, 2006)

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EAGLE ROCK ENERGY PARTNERS L P Contracts & Agreements