Exhibit 4.2


 


	
  RIGHTS CERTIFICATE #:

  	
  NUMBER OF RIGHTS:

  



 


THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING ARE
SET FORTH IN THE PARTNERSHIP’S PROSPECTUS SUPPLEMENT DATED MAY 27, 2010
(THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE.  COPIES OF THE PROSPECTUS ARE AVAILABLE UPON
REQUEST FROM MORROW & CO, LLC, THE INFORMATION AGENT.


 


Eagle Rock Energy Partners, L.P.


Formed under the laws of the State of Delaware


 


TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE


Evidencing Transferable Subscription Rights to Purchase Common Units and
Warrants 


of Eagle Rock Energy Partners, L.P.


 


Subscription
Price:    $2.50


 


THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE
5:00 P.M., NEW YORK CITY TIME, ON JUNE 30, 2010, UNLESS EXTENDED BY THE
PARTNERSHIP


 


CUSIP 26985R112


 


REGISTERED


OWNER:


 


THIS CERTIFIES THAT the registered owner
whose name is inscribed hereon is the owner of the number of transferable
subscription rights (“Rights”) set forth above. Each whole Right entitles the
holder thereof to subscribe for and purchase (i) one common unit of Eagle
Rock Energy Partners, L.P., a Delaware limited partnership, and (ii) one
warrant to purchase a common unit ((i) and (ii) together, a “Unit”),
at a subscription price of $2.50 (the “Basic Subscription Privilege”), pursuant
to a rights offering (the “Rights Offering”), on the terms and subject to the
conditions set forth in the Prospectus and the “Instructions as to Use of Eagle
Rock Energy Partners, L.P. Subscription Rights Certificates” accompanying this
Subscription Rights Certificate.  If any
Units available for purchase in the Rights Offering are not purchased by other
holders of Rights pursuant to the exercise of their Basic Subscription
Privilege  (the “Excess Units”), any
Rights holder may subscribe for an additional number of Excess Units pursuant
to the terms and conditions of the Rights Offering, subject to proration, as
described in the Prospectus (the “Over-Subscription Privilege”).  The Rights represented by this Subscription
Rights Certificate may be exercised by completing Form 1 and any other
appropriate forms on the reverse side hereof and by returning the full payment
of the subscription price for each Unit in accordance with the “Instructions as
to Use of Eagle Rock Energy Partners, L.P. Subscription Rights Certificates”
that accompany this Subscription Rights Certificate.


 


This Subscription Rights Certificate is not
valid unless countersigned by the subscription agent and registered by the
registrar.


 


Witness the signatures of Eagle Rock Energy Partners,
L.P.’s duly authorized officers.


 


Dated:


 


	
  

  	
   

  	
  

  
	
  Chief Executive Officer

  And Principal Executive Officer

  	
   

  	
  Senior Vice President,

  General Counsel and Secretary

  



 


	
   

  	
   

  	
  COUNTERSIGNED AND
  REGISTERED:

  
	
   

  	
   

  	
  AMERICA
  STOCK TRANSFER & TRUST COMPANY, LLC 

  
	
   

  	
   

  	
  (New
  York, N.Y.)

  	
  TRANSFER AGENT
  

  
	
   

  	
   

  	
   

  	
  AND REGISTRAR

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  

  
	
   

  	
   

  	
  AUTHORIZED SIGNATURE

  



 

















 


DELIVERY OPTIONS FOR SUBSCRIPTION RIGHTS CERTIFICATE


 


Delivery other than in the manner or to the addresses listed below will
not constitute valid delivery.


 


	
  If delivering by hand:  

  American Stock Transfer & Trust Company, LLC  

  Operation Center  

  Attn: Reorganization Department  

  6201 15th Avenue  

  Brooklyn, New York 11219

  	
  If delivering by mail or overnight courier:  

  American Stock Transfer & Trust Company, LLC  

  Operations Center  

  Attn: Reorganization Department  

  6201 15th Avenue  

  Brooklyn, New York 11219

  



 


PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY


 


FORM 1-EXERCISE OF
SUBSCRIPTION RIGHTS


 


To subscribe for Units (each Unit consisting of one
common unit and one warrant) pursuant to your Basic Subscription Right, please complete lines (a) and
(c) and sign under Form 4 below. 
To subscribe for Units pursuant to
your Over-Subscription Right, please also complete line (b) and sign under Form 4 below.  To the extent you subscribe for more Units
than you are entitled under the Basic Subscription Right, you will be deemed to
have elected to purchase the maximum number of Units for which you are entitled
to subscribe under the Basic Subscription Right.  


 


(a) EXERCISE OF BASIC SUBSCRIPTION RIGHT:  


 


	
  I apply for                                  
  Units

  	
  x $ 2.50

  	
  = $

  
	
  (no. of new Units)

  	
  (subscription price)

  	
  (amount enclosed)

  



 


(b) EXERCISE OF OVER-SUBSCRIPTION RIGHT  


 


If you wish to
subscribe for additional Units pursuant to your Over-Subscription Right:  


 


	
  I apply for
                                     
  Units

  	
  x $ 2.50

  	
  = $

  
	
  (no. of new Units)

  	
  (subscription price)

  	
  (amount enclosed)

  



 


NOTE: ANY PRORATION FOR OVER-SUBSCRIPTION RIGHTS WILL BE CALCULATED
BASED ONLY ON THE NUMBER OF BASIC SUBSCRIPTION RIGHTS EXERCISED HEREIN AND WILL
NOT INCLUDE ANY OTHER BASIC SUBSCRIPTION RIGHTS EXERCISED BY SUCH HOLDER  


 


(c) Total Amount of Payment Enclosed   =   $  


 


METHOD OF PAYMENT (CHECK ONE)  


 


 ̈            Check or bank draft payable to
“American Stock Transfer & Trust Company, LLC, as Subscription Agent,
FBO Eagle Rock Energy Partners, L.P.”  


 


 ̈            Wire transfer of immediately
available funds directly to the account maintained
by American Stock Transfer & Trust Company, LLC, as Subscription Agent,
for purposes of accepting subscriptions in this Rights Offering at JPMorgan Chase Bank, 55 Water Street, New York, New
York 10005, ABA #021000021, Account # 530-354616 American Stock Transfer
FBO Eagle Rock Energy Partners, L.P., with reference to the rights holder’s
name.  


 


FORM  2-TRANSFER  TO 
DESIGNATED  TRANSFEREE  


 


To transfer your Rights to another person, complete this Form 2 and
have your signature guaranteed under Form 5.  


 


For value received
                            
of the Rights represented by this Subscription Rights Certificate are assigned
to:  


 


	
   

  
	
   

  	
   

  
	
   

  
	
   

  	
   

  
	
  Social Security #

  	
   

  
	
   

  	
   

  
	
  Signature(s):  

  	
   

  
				



 


IMPORTANT: The signature(s) must correspond with the name(s) as
printed on the reverse of this Subscription
Rights Certificate in every particular, without alteration or
enlargement, or any other change whatsoever.  


 


FORM 3-DELIVERY TO DIFFERENT
ADDRESS


 


If you wish for the common units and warrants underlying your
subscription rights a certificate representing unexercised subscription rights
or the proceeds of any sale of subscription rights, to be delivered to an
address different from that shown on the face of this Subscription Rights
Certificate, please enter the alternate address below, sign under Form 4
and have your signature guaranteed under Form 5.  


 


	
   

  
	
   

  
	
   

  



 


FORM 4-SIGNATURE  


 


TO SUBSCRIBE: I acknowledge that I have received the Prospectus for this
Rights Offering and I hereby irrevocably subscribe for the number of Units
indicated above on the terms and conditions specified in the Prospectus.  


 


	
  Signature(s):  

  	
   

  



 


IMPORTANT: The signature(s) must correspond with the name(s) as
printed on the reverse of this Subscription Rights Certificate in every
particular, without alteration or enlargement, or any other change whatsoever.  


 


FORM 5-SIGNATURE GUARANTEE  


 


This form must be completed if you have completed any portion of Forms 2
or 3.  


 


	
  Signature Guaranteed:

  	
   

  
	
   

  	
  (Name of Bank or Firm)

  
	
   

  
	
  By:

  	
   

  
	
   

  	
  (Signature of Officer)

  
			



 


IMPORTANT:  The signature(s) should
be guaranteed by an eligible guarantor institution (bank, stock broker, savings &
loan association or credit union) with membership in an approved signature
guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.  


 


FOR INSTRUCTIONS ON THE USE OF EAGLE ROCK ENERGY PARTNERS, L.P.
SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT MORROW & CO., LLC, THE
INFORMATION AGENT, AT (800) 607-0088.