X0306 4 2015-10-08 1 0001364541 EAGLE ROCK ENERGY PARTNERS L P EROC 0001344916 White William Kemper EAGLE ROCK ENERGY PARTNERS, L.P., P.O. BOX 2968 HOUSTON TX 77252 1 0 0 0 Common Units Representing Limited Partner Interests 2015-10-08 4 D 0 113285 D 0 D On October 8, 2015, pursuant to the Agreement and Plan of Merger dated as of May 21, 2015 (the "Merger Agreement"), by and among Eagle Rock Energy Partners, L.P. (the "Partnership"), Eagle Rock Energy GP, L.P., Vanguard Natural Resources, LLC ("Vanguard") and Talon Merger Sub, LLC ("Merger Sub"), Merger Sub merged with and into the Partnership (the "Merger"), with the Partnership continuing as the surviving entity and as a wholly owned indirect subsidiary of Vanguard. Pursuant to the Merger Agreement, each Partnership common unit issued and outstanding immediately prior to the effective time of the Merger was converted at such time into the right to receive 0.185 Vanguard common units or, in the case of fractional Vanguard common units, cash (without interest and rounded up to the nearest whole cent) in an amount equal to the product of (i) such fractional part of a Vanguard common unit multiplied by (ii) the average closing price for a Vanguard common unit as reported on the NASDAQ Global Select Market for the ten consecutive full trading days ending at the close of trading on October 7, 2015. On the effective date of the Merger, the closing price of a Vanguard common unit was $9.31. Pursuant to the Merger Agreement, the vesting of Partnership restricted units held at the effective time by a member of the Partnership's board of directors was accelerated by the Partnership in accordance with the terms of the Partnership Long-Term Incentive Program and the applicable award agreements, and such Partnership restricted units were converted into Vanguard restricted units equal to the result of (i) the number of Partnership restricted units subject to such award multiplied by (ii) 0.185, rounded down to the nearest whole Vanguard restricted unit. /s/ Charles C. Boettcher, Attorney-In-Fact 2015-10-08