Exhibit 4.3


 


FORM OF

WARRANT AGREEMENT


 


Warrant Agreement (this “Agreement”) made as
of
                ,
2010 between Eagle Rock Energy Partners, L.P., a Delaware limited partnership
(the “Partnership”),
with offices at 1415 Louisiana Street, The Wedge Tower, Suite 2700,
Houston, Texas 77002, and American Stock Transfer & Trust Company,
LLC, a New York limited liability trust company, with offices at 59 Maiden
Lane, New York, New York 10038 (“Warrant Agent”).


 


WHEREAS,
the Partnership has issued rights to holders of its common units and general
partner units, pursuant to which such unitholders may exercise such rights for
$2.50 to receive a unit (a “Unit”) consisting in the aggregate of (i) one
common unit representing limited partner interests in the Partnership (“Common Units”) and (ii) one
warrant (the “Warrants”)
to purchase one Common Unit, and the certificates evidencing the Warrants being
hereinafter referred to as “Warrant Certificates”), in each case subject to
adjustment in accordance with the terms hereof; and


 


WHEREAS,
the issuance of the Warrants, the Common Units comprising part of the Units and
the Common Units underlying the Warrants has been registered under the
Securities Act of 1933 (the “Act”); and


 


WHEREAS,
the Warrants and the Common Units comprising part of the Units shall be
separately transferable immediately; and


 


WHEREAS,
the Partnership desires the Warrant Agent to assist the Partnership as warrant
agent in connection with the issuance, transfer, exchange, cancellation,
replacement and exercise of the Warrants, and in this Agreement sets forth,
among other things, the terms and conditions on which the Warrants may be
issued, transferred, exchanged, canceled, replaced and exercised.


 


NOW,
THEREFORE, the parties hereto agree as follows:


 


1.               Appointment of Warrant Agent.


 


1.1.                              The Partnership hereby appoints the Warrant Agent to act as
agent for the Partnership for the Warrants, and the Warrant Agent hereby
accepts such appointment and agrees to perform the same in accordance with the
terms and conditions set forth in this Agreement.


 


2.               Warrants.


 


2.1.                              Issuance of Warrants.  Each Warrant shall
be issued in registered, or at the instruction of the Partnership, in global,
form, shall be in substantially the form of Exhibit A hereto, the provisions
of which are incorporated herein and shall be signed by or bear the facsimile
signature of the Chief Executive Officer of the Partnership. In the event the
person whose facsimile signature has been placed upon any Warrant Certificate
shall have ceased to serve in the capacity in which such person signed the
Warrant Certificate before such Warrant Certificate is issued, it may be issued
with the same effect as if he or she had not ceased to be such at the date of
issuance.


 


2.2.                              Effect of Countersignature.  Unless and until
signed by the Partnership and countersigned by the Warrant Agent pursuant to
this Agreement, a Warrant Certificate shall be invalid and of no effect and may
not be exercised by the holder thereof.


 


2.3.                              Warrant Register.  The Warrant Agent
shall maintain books (the “Warrant
Register”),
for the registration of original issuance and the registration of transfer of
the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent
shall issue and register the Warrants in the names of the respective holders
thereof in such denominations and otherwise in accordance with instructions
delivered to the Warrant Agent by the Partnership.


 


2.4.                              Registered Holder.  Prior to due presentment for registration of
transfer of any Warrant, the Partnership and the Warrant Agent may deem and
treat the person or entity in whose name such Warrant shall be registered upon
the Warrant Register (the “registered holder”), as the absolute owner


 


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of such Warrant and of each Warrant represented
thereby (notwithstanding any notation of ownership or other writing on the
Warrant Certificate made by anyone other than the Partnership or the Warrant
Agent), for the purpose of any exercise thereof, and for all other purposes,
and neither the Partnership nor the Warrant Agent shall be affected by any
notice to the contrary.


 


3.               Duration, Exercise of Warrants and Exercise Price.


 


3.1.                              Exercise Price.  Each Warrant
shall, when countersigned by the Warrant Agent, entitle the registered holder
thereof, subject to the provisions of such Warrant and of this Agreement, to
purchase from the Partnership, the number of Common Units stated therein, at
the price of $6.00 per Common Unit, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. The term “Exercise Price” as used in this Agreement refers to the price per share
at which one Common Unit may be purchased at the time a Warrant is exercised.
The Partnership in its sole discretion may lower the Exercise Price at any time
prior to the Expiration Date; provided, however, that the Partnership will
provide notice to registered holders of the Warrants and to the Warrant Agent
in the manner provided in Section 8.2 of such reduction of not less than
20 days prior to such reduction.


 


3.2.                              Duration of Warrants.  Subject to the
terms and conditions established herein, the Warrants shall expire at 5:00 p.m.,
New York City, New York time, on May 15, 2012 (the “Expiration Date”).  Each Warrant may
be exercised on each Exercise Date (as defined below) occurring on or prior to
the Expiration Date. Any Warrant not exercised on or prior to the Expiration
Date shall become void, and all rights of the holder under the Warrant and
under this Agreement shall cease.


 


3.3.                              Exercise, Exercise Price, Settlement and
Delivery.


 


3.3.1.                     Subject to the provisions of this Agreement, a holder of
each Warrant shall have the right to purchase from the Partnership at any time
from 9:00 a.m. until 11:59 p.m., New York City Time, on each March 15,
May 15, August 15 and November 15 (each, an “Exercise Date”) on or prior to the
Expiration Date one Common Unit, at the Exercise Price for each Common Unit
purchased upon the exercise of the Warrants.


 


If an Exercise Date shall
fall on a day which is not a Business Day, then a holder of each Warrant shall
instead be entitled to exercise such purchase right on the next succeeding
Business Day.


 


“Business Day” shall
mean any day on which (i) banks in New York City, New York are open for
business, (ii) the principal national securities exchange or market on
which the Common Units are listed or admitted to trading is open for business
and (iii) the principal national securities exchange or market, if any, on
which the Warrants are listed or admitted to trading are open for business.


 


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3.3.2.                     Warrants may be exercised on each Exercise Date (or the
next succeeding Business Day, if applicable) by (i) surrendering at the
office of the Warrant Agent the Warrant Certificate evidencing such Warrants
with the form of election to purchase Common Units set forth on the reverse
side of the Warrant Certificate duly completed and signed by the registered
holder or holders thereof or by the duly appointed legal representative thereof
or by a duly authorized attorney, and (ii) paying in full the aggregate
Exercise Price by check or by wire transfer for each such Warrant exercised and
any other amounts required to be paid pursuant hereto.  All Warrant Certificates surrendered to the
Warrant Agent, including under Section 5, shall be promptly cancelled by
the Warrant Agent and shall not be reissued by the Partnership.  The Warrant Agent shall retain such
certificates as provided in the Securities and Exchange Commission’s
regulations.


 


3.3.3.                     No payment of adjustment shall be made on account of any
distributions on the Common Units issued upon exercise of a Warrant.


 


3.3.4.                     As soon as practicable after the exercise of any Warrant
and the clearance of the funds in payment of the Exercise Price, the
Partnership shall issue to the registered holder of such Warrant a certificate
or certificates for the number of Common Units to which such registered holder
is entitled, registered in such name or names as may be directed by him, her or
it, and if such Warrant shall not have been exercised in full, a new
countersigned Warrant for the number of shares as to which such Warrant shall
not have been exercised. In no event will the Partnership be required to net cash
settle the Warrant exercise.  As a
result, any or all of the Warrants may expire worthless.


 


3.3.5.                     Each person in whose name any such certificate for Common
Units is issued shall for all purposes be deemed to have become the holder of
record of such units on the date on which the Warrant was surrendered and
payment of the Exercise Price was made, irrespective of the date of delivery of
such certificate, except that, if the date of such surrender and payment is a
date when the unit transfer books of the Partnership are closed, such person
shall be deemed to have become the holder of such units at the close of
business on the next succeeding date on which the unit transfer books are open.


 


4.               Adjustments.


 


4.1.                              The number and kind of Common Units issuable upon the
exercise of Warrants and the Exercise Price shall be subject to adjustment from
time to time upon the happening of certain events, as follows:


 


4.1.1.                     Unit Distributions and Splits.  If the
Partnership, at any time while the Warrants are outstanding, (i) makes a
distribution on its common units that is payable in common units, (ii) subdivides
outstanding common units into a larger number, or (iii) combines
outstanding common units into a smaller number, then in each such case the
Exercise Price shall be multiplied by a fraction of which the numerator shall
be the number of common units issued and outstanding immediately before such
event and of which the denominator shall be the number of common units
outstanding immediately after such event. Any adjustment made pursuant to
clause (i) of this paragraph shall become effective immediately after the
record date for the determination of unitholders entitled to receive such
distribution, and any adjustment pursuant to clause (ii) or (iii) of
this paragraph shall become effective immediately after the effective date of
such subdivision or combination. 
Simultaneously with any adjustment to the Exercise Price pursuant to
this paragraph, the number of Common Units that may be purchased upon exercise
of a Warrant shall be increased or decreased proportionately, as applicable, so
that after such adjustment the aggregate Exercise Price payable hereunder for
the Common Units shall be the same as the aggregate Exercise Price in effect
immediately prior to such adjustment.


 


4.1.2.                     Fundamental Transaction.  If, at any time
while the Warrants are outstanding, (A) the Partnership effects any merger
or consolidation of the Partnership with or into (whether or not


 


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the Partnership
is the surviving entity) another person or (B) the Partnership effects any
sale, assignment, transfer, conveyance or other disposition of all or
substantially all of its assets in one or a series of related transactions, in
each of cases (A) and (B) above, pursuant to which its common units
are effectively converted into or exchanged for other securities, cash or
property (other than as a result of a subdivision or combination of common
units described in Section 5.01(a)) (in any such case, a “Fundamental Transaction”), then each holder of a Warrant shall have the right
thereafter to receive, upon exercise of a Warrant, the same amount and kind of
securities, cash or property as it would have been entitled to receive upon the
occurrence of such Fundamental Transaction if it had been, immediately prior to
such Fundamental Transaction, the holder of the number of Common Units then
issuable upon exercise in full of such Warrant.


 


4.2.                              Calculations.  All calculations
shall be made to the nearest cent.  If a
distribution, subdivision or combination of common units would otherwise result
in the issuance of fractional Common Units, each fractional Common Unit shall
be rounded up or down to the nearest whole Common Unit.  The adjustments required by Section 4.1
shall be made whenever and as often as any specified event requiring an
adjustment shall occur, except that no adjustment of the Exercise Price that
would otherwise be required shall be made unless and until such adjustment
either by itself or with other adjustments not previously made increases or
decreases the Exercise Price immediately prior to the making of such adjustment
by at least 1%.  Any adjustment
representing a change of less than such minimum amount (except as aforesaid)
shall be carried forward and made as soon as such adjustment, together with
other adjustments required by Section 4.1 and not previously made, would
result in such minimum adjustment.


 


4.3.                              Notices to Warrant Holders.  Upon the
occurrence of each adjustment, the Partnership at its expense will promptly
compute such adjustment in accordance with the terms hereof and prepare a
certificate of the Treasurer of the Partnership setting forth such adjustment,
including a statement of the adjusted Exercise Price and adjusted number or
type of securities, cash or property issuable upon exercise of the Warrants (as
applicable), describing the transactions giving rise to such adjustments and
showing in detail the facts upon which such adjustment is based. The
Partnership will promptly deliver a copy of each such certificate to the
Warrant Agent, who shall be entitled to rely on such certificate, and the
Partnership shall cause the Warrant Agent to distribute such certificate to
each holder of a Warrant.


 


5.               Transfer and Exchange of Warrants.


 


5.1.                              Registration of Transfer.  The Warrant Agent
shall register the transfer, from time to time, of any outstanding Warrant
Certificate upon the Warrant Register, upon surrender of such Warrant
Certificate for transfer, properly endorsed with signatures properly guaranteed
and accompanied by appropriate instructions for transfer. Upon any such
transfer, a new Warrant Certificate representing an equal aggregate number of
Warrants shall be issued and the old Warrant Certificate shall be cancelled by
the Warrant Agent. The Warrants so cancelled shall be delivered by the Warrant
Agent to the Partnership from time to time upon request.


 


5.2.                              Procedure for Surrender of Warrants.  Warrant
Certificates may be surrendered to the Warrant Agent, together with a written
request for exchange or transfer, and thereupon the Warrant Agent shall issue
in exchange therefor one or more new Warrant Certificates as requested by the
registered holder of the Warrant Certificates so surrendered, representing an
equal aggregate number of Warrants.


 


5.3.                              Fractional Warrants.  The Warrant Agent
shall not be required to effect any registration of transfer or exchange which
will result in the issuance of a warrant certificate for a fraction of a
Warrant.


 


5.4.                              Service Charges.  No service charge
shall be made for any exchange or registration of transfer of Warrants.


 


5.5.                              Warrant Execution and Countersignature.  The Warrant Agent
is hereby authorized to countersign and to deliver, in accordance with the
terms of this Agreement, the Warrants required to be issued


 


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pursuant
to the provisions of this Section 5, and the Partnership, whenever
required by the Warrant Agent, will supply the Warrant Agent with Warrants duly
executed on behalf of the Partnership for such purpose.


 


6.               Other Provisions Relating to Rights of Holders of Warrants.


 


6.1.                              No Rights as Unitholder.  A Warrant does not
entitle the registered holder thereof to any of the rights of a unitholder of
the Partnership, including, without limitation, the right to receive
distributions, exercise any preemptive rights to vote or to consent or to
receive notice as unitholders in respect of the meetings of unitholders or the
election of directors of the general partner of the general partner of the
Partnership or any other matter.


 


6.2.                              Lost, Stolen, Mutilated or Destroyed
Warrants.  If any Warrant is lost, stolen, mutilated, or
destroyed, the Partnership and the Warrant Agent may on such terms as to
indemnity or otherwise as they may in their discretion impose (which shall, in
the case of a mutilated Warrant, include the surrender thereof), issue a new
Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed. Any such new Warrant shall constitute a substitute
contractual obligation of the Partnership, whether or not the allegedly lost,
stolen, mutilated, or destroyed Warrant shall be at any time enforceable by
anyone.


 


6.3.                              Reservation of Common Units.  The Partnership
shall at all times reserve and keep available a number of its authorized but
unissued common units that will be sufficient to permit the exercise in full of
all outstanding Warrants issued pursuant to this Agreement.


 


7.               Concerning the Warrant Agent and Other Matters.


 


7.1.                              Payment of Taxes.  The Partnership
will from time to time promptly pay all taxes and charges that may be imposed
upon the Partnership or the Warrant Agent in respect of the issuance or
delivery of Common Units upon the exercise of Warrants, but the Partnership
shall not be obligated to pay any transfer taxes in respect of the Warrants or
such units.


 


7.2.                              Resignation, Consolidation or Merger of
Warrant Agent.


 


7.2.1.                     Appointment of Successor Warrant Agent.  The Warrant Agent,
or any successor to it hereafter appointed, may resign its duties and be
discharged from all further duties and liabilities hereunder after giving sixty
(60) days’ notice in writing to the Partnership. If the office of the Warrant
Agent becomes vacant by resignation or incapacity to act or otherwise, the
Partnership shall appoint in writing a successor Warrant Agent in place of the
Warrant Agent. If the Partnership shall fail to make such appointment within a
period of 30 days after it has been notified in writing of such resignation or
incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with
such notice, submit his Warrant for inspection by the Partnership), then the
holder of any Warrant may apply to the Supreme Court of the State of New York
for the County of New York for the appointment of a successor Warrant Agent at
the Partnership’s cost. Any successor Warrant Agent, whether appointed by the
Partnership or by such court, shall be a corporation organized and existing
under the laws of the State of New York, in good standing and having its
principal office in the State of New York, and authorized under such laws to
exercise corporate trust powers and subject to supervision or examination by
federal or state authority. After appointment, any successor Warrant Agent shall
be vested with all the authority, powers, rights, immunities, duties, and
obligations of its predecessor Warrant Agent with like effect as if originally
named as Warrant Agent hereunder, without any further act or deed; but if for
any reason it becomes necessary or appropriate, the predecessor Warrant Agent
shall execute and deliver, at the expense of the Partnership, an instrument
transferring to such successor Warrant Agent all the authority, powers, and
rights of such predecessor Warrant Agent hereunder; and upon request of any
successor Warrant Agent the Partnership shall make, execute, acknowledge, and
deliver any and all instruments in writing for more fully and effectually
vesting in and confirming to such


 


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successor
Warrant Agent all such authority, powers, rights, immunities, duties, and
obligations.


 


7.2.2.                     Notice of Successor Warrant Agent.  In the event a
successor Warrant Agent shall be appointed, the Partnership shall give notice
thereof to the predecessor Warrant Agent not later than the effective date of
any such appointment.


 


7.2.3.                     Merger or Consolidation of Warrant Agent.  Any corporation
into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the
Warrant Agent shall be a party shall be the successor Warrant Agent under this
Agreement without any further act.


 


7.3.                              Fees and Expenses of Warrant Agent.


 


7.3.1.                     Remuneration.  Except as
otherwise provided in Section 5.4, the Partnership agrees to pay the
Warrant Agent in accordance with the terms of the Warrant Agent Services Fee
proposal entered into between the Partnership and the Warrant Agent on May 26,
2010.


 


7.3.2.                     Further Assurances.  The Partnership
agrees to perform, execute, acknowledge, and deliver or cause to be performed,
executed, acknowledged, and delivered all such further and other acts,
instruments, and assurances as may reasonably be required by the Warrant Agent
for the carrying out or performing of the provisions of this Agreement.


 


7.4.                              Liability of Warrant Agent.


 


7.4.1.                     Reliance on Partnership Statement.  Whenever in the
performance of its duties under this Agreement, the Warrant Agent shall deem it
necessary or desirable that any fact or matter be proved or established by the
Partnership prior to taking or suffering any action hereunder, such fact or
matter (unless other evidence in respect thereof be herein specifically
prescribed) may be deemed to be conclusively proved and established by a
statement signed by the Chief Executive Officer, Chief Financial Officer or
General Counsel of the Partnership and delivered to the Warrant Agent. The
Warrant Agent may rely upon such statement for any action taken or suffered in
good faith by it pursuant to the provisions of this Agreement.


 


7.4.2.                     Indemnity.  The Warrant Agent
shall be liable hereunder only for its own negligence, willful misconduct or
bad faith. The Partnership agrees to indemnify the Warrant Agent and save it
harmless against any and all liabilities, including judgments, costs and
reasonable counsel fees, for anything done or omitted by the Warrant Agent in
the execution of this Agreement except as a result of the Warrant Agent’s
negligence, willful misconduct, or bad faith. 
The obligations of the Partnership under this Section 7.4.2 shall
survive the exercise and the expiration of the Warrants.


 


7.4.3.                     Exclusions.  The Warrant Agent
shall have no responsibility with respect to the validity of this Agreement or
with respect to the validity or execution of any Warrant (except its
countersignature thereof); nor shall it be responsible for any breach by the
Partnership of any covenant or condition contained in this Agreement or in any
Warrant; nor shall it be responsible to make any adjustments required under the
provisions of Section 4 hereof or responsible for the manner, method, or
amount of any such adjustment or the ascertaining of the existence of facts
that would require any such adjustment; nor shall it by any act hereunder be
deemed to make any representation or warranty as to the authorization or
reservation of any Common Units to be issued pursuant to this Agreement or any
Warrant.


 


7.5.                              Acceptance of Agency.  The Warrant Agent
hereby accepts the agency established by this Agreement and agrees to perform
the same upon the terms and conditions herein set forth and among other things,
shall account promptly to the Partnership with respect to Warrants exercised
and concurrently account


 


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for,
and pay to the Partnership, all moneys received by the Warrant Agent for the
purchase of Common Units through the exercise of Warrants.


 


8.               Miscellaneous.


 


8.1.                              Successors.  All the covenants
and provisions of this Agreement by or for the benefit of the Partnership or
the Warrant Agent shall bind and inure to the benefit of their respective
successors and assigns.


 


8.2.                              Notices.  All notices
hereunder to the parties hereto shall be deemed to have been given when sent by
certified or registered mail, postage prepaid, or by telex or telecopy,
confirmed by first class mail, postage prepaid, addressed to any party hereto
as follows:


 


To
the Partnership:                                          Eagle Rock Energy Partners, L.P.

1415 Louisiana Street

The Wedge Tower, Suite 2700

Houston, Texas 77002

Fax: (281) 408-1302

Attention: General Counsel


 


To
the Warrant Agent:                      American Stock Transfer & Trust Company, LLC

59 Maiden Lane

New York, N.Y. 10038

Attention: Joe Alicia

Telephone: (718) 921-8200

Fax: (718) 236-4588


 


or at
any other address of which either of the foregoing shall have notified the
other in writing.


 


8.3.                              Applicable Law.  The validity,
interpretation, and performance of this Agreement and of the Warrants shall be
governed in all respects by the laws of the State of Delaware, without giving
effect to conflicts of law principles that would result in the application of
the substantive laws of another jurisdiction. The Partnership hereby agrees
that any action, proceeding or claim against it arising out of or relating in
any way to this Agreement shall be brought and enforced in the courts of the
State of Delaware or the United States District Court for the District of
Delaware, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Partnership hereby waives any objection to such
exclusive jurisdiction and that such courts represent an inconvenience forum.
Any such process or summons to be served upon the Partnership may be served by
transmitting a copy thereof by registered or certified mail, return receipt
requested, postage prepaid, addressed to it at the address set forth in Section 8.2
hereof. Such mailing shall be deemed personal service and shall be legal and
binding upon the Partnership in any action, proceeding or claim.


 


8.4.                              Persons Having Rights Under This
Agreement.  Nothing in this Agreement expressed and
nothing that may be implied from any of the provisions hereof is intended, or
shall be construed, to confer upon, or give to, any person or corporation other
than the parties hereto and the registered holders of the Warrants any right,
remedy, or claim under or by reason of this Warrant Agreement or of any
covenant, condition, stipulation, promise, or agreement hereof. All covenants,
conditions, stipulations, promises, and agreements contained in this Warrant
Agreement shall be for the sole and exclusive benefit of the parties hereto and
their successors and assigns and of the registered holders of the
Warrants.  Each registered holder, by
acceptance of a Warrant Certificate, agrees to all of the terms and provisions
of this Agreement applicable thereto.


 


8.5.                              Examination of Warrant Agreement.  A copy of this
Agreement shall be available at all reasonable times at the office of the
Warrant Agent for inspection by the registered holder of any Warrant. The
Warrant Agent may require any such holder to submit his Warrant for inspection
by it.


 


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8.6.                              Counterparts.  This Agreement may
be executed in any number of original or facsimile counterparts and each of
such counterparts shall for all purposes be deemed to be an original, and all
such counterparts shall together constitute but one and the same instrument.


 


8.7.                              Effect of Headings.  The Section headings
herein are for convenience only and are not part of this Warrant Agreement and
shall not affect the interpretation thereof.


 


8.8.                              Amendments.  This Agreement may
be amended by the parties hereto without the consent of any registered holder
for the purpose of curing any ambiguity, or of curing, correcting or
supplementing any defective provision contained herein or adding or changing
any other provisions with respect to matters or questions arising under this
Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the registered holders. All
other modifications or amendments, including any amendment to increase the
Exercise Price or change an Exercise Date, shall require the written consent of
the registered holders of a majority of the then outstanding Warrants.
Notwithstanding the foregoing, the Partnership may lower the Exercise Price or
extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2,
respectively, without the consent of the registered holders.


 


8.9.                              Severability.  This Agreement
shall be deemed severable, and the invalidity or unenforceability of any term
or provision hereof shall not affect the validity or enforceability of this
Agreement or of any other term or provision hereof. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the parties hereto intend that
there shall be added as a part of this Agreement a provision as similar in
terms to such invalid or unenforceable provision as may be possible and be
valid and enforceable.


 


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IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as
of the day and year first above written.


 


	
   

  	
   

  	
  EAGLE ROCK ENERGY
  PARTNERS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By its general partner,
  Eagle Rock Energy GP, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By its general partner,
  Eagle Rock Energy G&P, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Charles C. Boettcher

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President
  and General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  AMERICAN STOCK
  TRANSFER & TRUST COMPANY, LLC

  
	
   

  	
   

  	
  as Warrant Agent

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 
















 


EXHIBIT A


 


[FORM OF
WARRANT CERTIFICATE]


 


[FACE]


 


[Unless
and until it is exchanged in whole or in part for Warrants in certificated
form, this Warrant may not be transferred except as a whole by the Depositary
to a nominee of the Depositary or by a nominee of the Depositary to the
Depositary or another nominee of the Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”), to the issuer
or its agent for registration of transfer, exchange or payment, and any
certificate issued is registered in the name of Cede & Co. or such
other name as requested by an authorized representative of DTC (and any payment
is made to Cede & Co. or such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.(1)]


 




	
  No. [ ]

  	
   

  	
  [ ] Warrants  

  






 


CUSIP
No. 26985R 120


 


WARRANT
CERTIFICATE


 


EAGLE ROCK
ENERGY PARTNERS, L.P.


 


This
Warrant Certificate certifies that [                  ],
or registered assigns, is the registered holder of Warrants (the “Warrants”) expiring May 15,
2012 (the “Expiration
Date”) to purchase common units representing limited partner
interests (the “Common
Units”) of Eagle Rock Energy Partners, L.P., a Delaware limited
partnership (the “Partnership”).  Each Warrant entitles the registered holder
upon exercise at any time from 9:00 a.m. until 11:59 p.m. New York
City Time, on each of March 15, May 15, August 15 and November 15
(the “Exercise Dates”)
prior to and including the Expiration Date, to receive from the Partnership one
fully paid and nonassessable Common Unit (the “Warrant Unit”) at the initial exercise
price (the “Exercise
Price”) of $6.00 per Warrant Unit payable upon surrender of this
Warrant Certificate, with the form of election to purchase set forth herein
properly completed and executed, together with payment of the Exercise Price
(or through “cashless exercise” if permitted by the Warrant Agreement) at the
office or agency of American Stock Transfer & Trust Company, LLC, as
warrant agent (the “Warrant
Agent”), subject to the conditions set forth herein and in the
Warrant Agreement between the Partnership and the Warrant Agent. The Exercise
Price and number of Common Units issuable upon exercise of the Warrants are
subject to adjustment upon the occurrence of certain events set forth in the
Warrant Agreement.


 


If
an Exercise Date shall fall on a day which is not a Business Day, then a holder
of each Warrant shall instead be entitled to exercise such purchase right on
the next succeeding Business Day.


 


“Business Day” shall
mean any day on which (i) banks in New York City, New York are open for
business, (ii) the principal national securities exchange or market on
which the Common Units are listed or admitted to trading is open for business
and (iii) the principal national securities exchange or market, if any, on
which the Warrants are listed or admitted to trading are open for business.


 


Notwithstanding
anything to the contrary in the foregoing, no Warrant may be exercised after 5:00 p.m.,
New York City Time, on the Expiration Date (i.e., the final Exercise Date), and
to the extent not exercised by such time such Warrants shall become void.


 






(1) This
paragraph is to be included only if the Warrant is in global form.


 


A-1

















 


No
fraction of a Common Unit will be issued upon any exercise of a Warrant.  If the holder of a Warrant would be entitled
to receive a fraction of a Common Unit upon any exercise of a Warrant, the
Partnership shall, upon such exercise, round up or down to the nearest whole
number the number of Common Units to be issued to such holder.


 


Upon
any exercise of the Warrant for less than the total number of Units provided
for herein, there shall be issued to the registered holder or the registered
holder’s assignee a new Warrant Certificate covering the number of Units for
which the Warrant has not been exercised.


 


Warrant
Certificates, when surrendered at the office of the Warrant Agent by the
registered holder hereof in person or by attorney duly authorized in writing,
may be exchanged in the manner and subject to the limitations provided in the
Warrant Agreement, but without payment of any service charge, for another
Warrant Certificate or Warrant Certificates of like tenor and evidencing in the
aggregate a like number of Warrants.


 


Upon
due presentment for registration of transfer of the Warrant Certificate at the
office of the Warrant Agent, a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall
be issued to the transferee in exchange for this Warrant Certificate, subject
to the limitations provided in the Warrant Agreement, without charge except for
any applicable tax or governmental charge.


 


The
Partnership and the Warrant Agent may deem and treat the registered holder as
the absolute owner of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone other than the Partnership or
the Warrant Agent) for the purpose of any exercise hereof, and for all other
purposes, and neither the Partnership nor the Warrant Agent shall be affected
by any notice to the contrary.


 


This
Warrant Certificate does not entitle the registered holder to any of the rights
of a unitholder of the Partnership.


 


This
Warrant Certificate shall not be valid unless countersigned by the Warrant
Agent.


 


This
Warrant Certificate shall be governed by and construed in accordance with the
internal laws of the State of Delaware.


 


A-2

















 


IN
WITNESS WHEREOF, the Partnership has caused this Warrant Certificate to be
signed below.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  EAGLE ROCK ENERGY
  PARTNERS, L.P.

  
	
   

  	
   

  
	
   

  	
  By its general partner,
  Eagle Rock Energy GP, L.P.

  
	
   

  	
   

  
	
   

  	
  By its general partner,
  Eagle Rock Energy G&P, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name: Joseph A. Mills

  
	
   

  	
  Title:
  Chairman and Chief Executive Officer, Director

  



 


Certificate of
Authentication:


 


This is one of
the Warrants referred to in the within mentioned Warrant Agreement:


 


AMERICAN STOCK
TRANSFER & TRUST COMPANY, LLC


as
Warrant Agent


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  



 


A-3

















 


[Form of
Election to Purchase]


 


(To Be Executed
Upon Exercise of Warrant)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant Certificate, to receive                      Common Units and herewith
tenders payment in full for such Common Units to the order of EAGLE ROCK ENERGY
PARTNERS, L.P., in the amount of $                     in accordance with the terms hereof.


 


The
undersigned requests that a certificate for such Common Units be registered in
the name of                                         ,
whose address is                                          
and that such Common Units be delivered to                     , whose address is                                         .  If said number of Common Units is less than
all of the Common Units purchasable hereunder, the undersigned requests that a
new Warrant Certificate representing the remaining balance of such Common Units
be registered in the name of                                         ,
whose address is                                          , and
that such Warrant Certificate be delivered to
                                  
whose address is
                                                    .


 


	
  Dated:

  	
   

  	
   

  
	
   

  
	
  Name of holder of
  Warrant Certificate:

  	
   

  	
   

  
	
  (Please Print)

  
	
   

  
	
  Tax Identification or
  Social Security Number:

  	
   

  	
   

  
	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  
											



 


Note:      The above signature must correspond with
the name as written upon the face of this Warrant Certificate in every
particular, without alteration or enlargement or any change whatever.


 


	
  Dated:

  	
   

  	
   

  



 

















 


[FORM OF
ASSIGNMENT]


 


For value
received
                                                      
hereby sells, assigns and transfers unto                                                         the
within Warrant Certificate, together with all right, title and interest
therein, and does hereby irrevocably constitute and appoint attorney, to
transfer said Warrant Certificate on the books of the within-named Partnership,
with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  
	
  Signature:

  	
   

  	
   

  	
   

  
					



 


Note:      The above signature must correspond with
the name as written upon the face of this Warrant Certificate in every
particular, without alteration or enlargement or any change whatever.


 

















 


SCHEDULE OF
EXCHANGES OF CERTIFICATED WARRANTS(2)


 


The following
exchanges of a part of this Global Warrant for certificated Warrants have been
made:


 


	
  Date
  of

  Exchange

  	
   

  	
  Amount of decrease in

  Number of Warrants of

  this Global Warrant

  	
   

  	
  Amount of increase

  in Number of

  Warrants of this

  Global Warrant

  	
   

  	
  Number of Warrants

  of this Global

  Warrant following

  such decrease (or

  increase)

  	
   

  	
  Signature of

  authorized officer of

  Warrant Agent

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 






(2) This
is to be included only if the Warrant is in global form.


 

















 


CERTIFICATE TO
BE DELIVERED UPON EXCHANGE


OR REGISTRATION
OF TRANSFER OF WARRANTS


 


Re:          Warrants (the “Warrants”) to Purchase
Common Units of Eagle Rock Energy Partners, L.P.


 


This
Certificate relates to
                  
Warrants held in* book-entry or*
                      
certificated form by
                        
(the “Transferor”).


 


The Transferor:
*


 


o            has requested
the Warrant Agent by written order to deliver in exchange for its beneficial
interest in the Global Warrant held by the Depositary a Warrant or Warrants in
definitive, registered form of authorized denominations and an aggregate number
equal to its beneficial interest in such Global Warrant (or the portion thereof
indicated above); or


 


o            has requested
the Warrant Agent by written order to exchange or register the transfer of a
Warrant or Warrants.


 


In
connection with such request and in respect of each such Warrant, the
Transferor does hereby certify that the Transferor is familiar with the Warrant
Agreement relating to the above captioned Warrants and the procedures for
transfer thereof as provided in such Warrant Agreement, and that the transfer
of this Warrant does not require registration under the Securities Act of 1933.


 


	
   

  	
  [INSERT NAME OF
  TRANSFEROR]

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  By:

  	
   

  



 






*Check
applicable box.