0000950129-07-005338 Sample Contracts

REGISTRATION RIGHTS AGREEMENT by and between EAGLE ROCK PARTNERS, L.P. and NGP- VII INCOME CO-INVESTMENT OPPORTUNITIES, L.P.
Registration Rights Agreement • November 5th, 2007 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2007, by and between EAGLE ROCK ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Company”), and NGP-VII INCOME CO-INVESTMENT OPPORTUNITIES, L.P., a Delaware limited partnership (“Co-Investment”). Capitalized terms used herein without definition shall have the meanings given to them in the Contribution Agreement, as defined below.

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REGISTRATION RIGHTS AGREEMENT by and between EAGLE ROCK ENERGY PARTNERS, L.P. and MONTIERRA MINERALS & PRODUCTION, L.P.
Registration Rights Agreement • November 5th, 2007 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of April 30, 2007, by and between EAGLE ROCK ENERGY PARTNERS, L.P., a Delaware limited partnership (the “Company”), and MONTIERRA MINERALS & PRODUCTION, L.P., a Texas limited partnership (“Montierra”).

SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • November 5th, 2007 • Eagle Rock Energy Partners L P • Crude petroleum & natural gas • Texas

This Separation Agreement and Release (the “Agreement”) contains the terms and conditions reached among EAGLE ROCK ENERGY G&P, LLC (the “Employer”), EAGLE ROCK HOLDINGS, L.P. (“Holdings”) and Joan A. W. Schnepp (the “Employee”) in connection with the Employee’s permanent separation from employment with the Employer.

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