Crosstex Energy, Inc.

AGREEMENT AND PLAN OF MERGER BY AND AMONG DEVON ENERGY CORPORATION, DEVON GAS SERVICES, L.P., ACACIA NATURAL GAS CORP I, INC. CROSSTEX ENERGY, INC., NEW PUBLIC RANGERS, L.L.C., BOOMER MERGER SUB, INC. AND RANGERS MERGER SUB, INC. October 21, 2013 (October 22nd, 2013)

This AGREEMENT AND PLAN OF MERGER is made as of October 21, 2013 (the Execution Date), by and among Devon Energy Corporation, a Delaware corporation (Devon), Devon Gas Services, L.P., a Delaware limited partnership (Devon Gas Services), Acacia Natural Gas Corp I, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Devon (New Acacia), Crosstex Energy, Inc., a Delaware corporation (Crosstex), New Public Rangers, L.L.C., a Delaware limited liability company and a wholly-owned subsidiary of Devon Gas Services (New Public Rangers), Boomer Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of New Public Rangers (Boomer Merger Sub), and Rangers Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of New Public Rangers (Rangers Merger Sub). Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in Article IX.

Voting Agreement (October 22nd, 2013)

This VOTING AGREEMENT (this Agreement), dated as of October 21, 2013, is made and entered into by and between Devon Energy Corporation, a Delaware corporation (Devon DE), and [*] (Stockholder) a stockholder of Crosstex Energy, Inc., a Delaware corporation (Crosstex).

Voting Agreement (October 22nd, 2013)

This VOTING AGREEMENT (this Agreement), dated as of October 21, 2013, is made and entered into by and among Devon Energy Corporation, a Delaware corporation (Devon DE), Blackstone/GSO Capital Solutions Overseas Master Fund L.P. and Blackstone/GSO Capital Solutions Fund LP (collectively, Stockholder) a stockholder of Crosstex Energy, Inc., a Delaware corporation (Crosstex).

Stockholders Agreement (August 8th, 2013)

THIS STOCKHOLDERS AGREEMENT, dated as of this 6th day of August, 2013 (the "Agreement"), is by and among Crosstex Energy, Inc. (the "Company") and Blackstone / GSO Capital Solutions Overseas Master Fund L.P. and Blackstone / GSO Capital Solutions Fund LP (collectively, the "Stockholders").

REGISTRATION RIGHTS AGREEMENT by and Among CROSSTEX ENERGY, INC. And THE PURCHASERS PARTY HERETO (August 8th, 2013)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is made and entered into as of August 6, 2013 by and between CROSSTEX ENERGY, INC., a Delaware corporation ("Crosstex"), and the parties set forth on Schedule A hereto (each a "Purchaser" and collectively, the "Purchasers").

Fourth Amended and Restated Bylaws of Crosstex Energy, Inc. Article I Offices (August 2nd, 2013)

Restricted Stock Unit Agreement (May 13th, 2013)

THIS RESTRICTED STOCK UNIT AGREEMENT (this Agreement) is entered into by and between Crosstex Energy, Inc., a Delaware corporation (the Company), and (Participant) as of the Grant Date.

CROSSTEX ENERGY, INC. 2009 LONG-TERM INCENTIVE PLAN (As Amended and Restated on May 9, 2013) ARTICLE I. ESTABLISHMENT AND PURPOSE (May 13th, 2013)

First Amendment to Credit Agreement (May 9th, 2013)

This FIRST AMENDMENT TO CREDIT AGREEMENT (this Amendment) is dated as of May 8, 2013 and is among XTXI CAPITAL, LLC (the Borrower), the Lenders (as defined in the Credit Agreement referred to below) party hereto, CITIBANK, N.A., as Administrative Agent, and, solely for purposes of Sections 5 and 6 hereof, CROSSTEX ENERGY, INC., as guarantor (the Parent or the Guarantor and, together with the Borrower, the Credit Parties).

CREDIT AGREEMENT Dated as of March 5, 2013 Among XTXI CAPITAL, LLC, AS BORROWER, THE SEVERAL LENDERS FROM TIME TO TIME PARTY HERETO, CITIBANK, N.A., as Administrative Agent, Collateral Agent and a Lender (March 6th, 2013)

This CREDIT AGREEMENT (this Agreement), dated as of March 5, 2013, is entered into by and among XTXI Capital, LLC, a Delaware limited liability company (the Borrower), the Lenders party hereto from time to time, CITIBANK, N.A., as Administrative Agent (together with its permitted successors in such capacity, the Administrative Agent), as Collateral Agent (together with its permitted successors in such capacity, the Collateral Agent), and as a Lender.

Crosstex Energy Services, L.P. Severance Pay Plan Plan Document (July 1st, 2011)

To receive Severance Benefits under the Plan, a person must be an Eligible Employee who incurs a Qualifying Termination of Employment.

Restricted Stock Agreement (March 1st, 2010)

THIS RESTRICTED STOCK AGREEMENT (this Agreement) is entered into by and between Crosstex Energy, Inc., a Delaware corporation (the Company), and (Participant) as of the Grant Date.

CROSSTEX ENERGY, INC. 2009 LONG-TERM INCENTIVE PLAN (Effective as of March 17, 2009) ARTICLE I. ESTABLISHMENT AND PURPOSE (May 8th, 2009)

Form of Performance Share Agreement (July 3rd, 2007)

Crosstex Energy, Inc. (Company) hereby agrees to award to the participant named below (Participant) the number of shares of Common Stock, $.01 par value, of Company (the Shares), in accordance with and subject to the terms, conditions and restrictions of this Agreement. If the conditions described below are satisfied, such award will be made under the terms of the Crosstex Energy, Inc. Long Term Incentive Plan (the Plan) on the Future Award Date.

CROSSTEX ENERGY, INC. LONG-TERM INCENTIVE PLAN (Amended and Restated Effective as of September 6, 2006) ARTICLE I. ESTABLISHMENT AND PURPOSE (October 31st, 2006)

Article Ii Registration Rights (July 6th, 2006)

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of June 29, 2006 by and among CROSSTEX ENERGY, INC., a Delaware corporation (Crosstex), and each of the parties set forth on Schedule A hereto (the Purchasers).

STOCK PURCHASE AGREEMENT by and Among CROSSTEX ENERGY, INC. And THE PURCHASERS PARTY HERETO (May 17th, 2006)

This STOCK PURCHASE AGREEMENT, dated as of May 16, 2006 (this Agreement), is by and among CROSSTEX ENERGY, INC., a Delaware corporation (Crosstex), and each of the purchasers set forth in Schedule A hereto (the Purchasers).

SENIOR SUBORDINATED SERIES C UNIT PURCHASE AGREEMENT by and Among CROSSTEX ENERGY, L.P. And THE PURCHASERS PARTY HERETO (May 17th, 2006)

THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CROSSTEX ENERGY, L.P. dated as of , 2006, is entered into by and among Crosstex Energy GP, L.P., a Delaware limited partnership, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT by and Among the Various Parties Listed Herein as Sellers, Chief Midstream Holdings LLC as the Company, Chief Holdings LLC as Chief Holdings, Chief Resources LLC as Sellers Representative, and Crosstex Energy Services, L.P. As Buyer Dated May 1, 2006 (May 4th, 2006)

THIS MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT dated as of May 1, 2006, is made by and among the Persons listed in Schedule I attached hereto (individually called a Seller and collectively called Sellers), Chief Midstream Holdings LLC, a Texas limited liability company (the Company or Chief Midstream Holdings), Chief Holdings LLC, a Texas limited liability company (Chief Holdings), Chief Resources LLC, a Texas limited liability company (Sellers Representative), and Crosstex Energy Services, L.P., a Delaware limited partnership (Buyer).

Third Amended and Restated Bylaws of Crosstex Energy, Inc. Article I Offices (March 28th, 2006)

Second Amended and Restated Bylaws of Crosstex Energy, Inc. Article I Offices (May 10th, 2005)

CROSSTEX ENERGY, INC. LONG-TERM INCENTIVE PLAN (Amended and Restated Effective as of December 31, 2003) ARTICLE I. ESTABLISHMENT AND PURPOSE (March 29th, 2004)

Indemnity Agreement (March 26th, 2004)

This Agreement made and entered into as of this 31 day of December, 2003, by and between Crosstex Energy Holdings Inc., a Delaware corporation (the "Company"), and ("Indemnitee"), who is currently serving the Company in the capacity of a director and/or officer thereof;

Agreement Regarding 2003 Registration Statement and Waiver and Termination of Stockholders' Agreement (March 26th, 2004)

THIS AGREEMENT REGARDING 2003 REGISTRATION STATEMENT AND WAIVER AND TERMINATION OF STOCKHOLDERS' AGREEMENT, dated October 27, 2003, is by and among Yorktown Energy Partners IV, L.P., a Delaware limited partnership, Yorktown Energy Partners V, L.P., a Delaware limited partnership, Lubar Nominees, a general partnership, Barry E. Davis, A. Chris Aulds, James R. Wales, William W. Davis, Jack M. Lafield, Michael P. Scott, Lisa M. Brecht, John W. Daugherty, Mike Hopkins, Mark E. Huff, Marc Lyons, Rodney A. Madden, Stewart McCorkle and Dale Wilson (collectively, the "Stockholders"), and Crosstex Energy Holdings Inc., a Delaware corporation (the "Company").

CROSSTEX ENERGY, INC. LONG-TERM INCENTIVE PLAN (Amended and Restated Effective as of December 31, 2003) ARTICLE I. ESTABLISHMENT AND PURPOSE (March 26th, 2004)

Registration Rights Agreement (March 26th, 2004)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of December 31, 2003, by and among Crosstex Energy Holdings Inc., a Delaware corporation (the "Company"); Yorktown Energy Partners IV, L.P., a Delaware limited partnership, Yorktown Energy Partners V, L.P., a Delaware limited partnership and Lubar Nominees, a general partnership (the "Investor Stockholders"); Barry E. Davis, A. Chris Aulds, James R. Wales, William W. Davis, Jack M. Lafield, Michael P. Scott, Lisa M. Brecht, John W. Daugherty, Mike Hopkins, Mark E. Huff, Marc Lyons, Rodney A. Madden, Stewart McCorkle and Dale Wilson (the "Management Stockholders"). The Investor Stockholders and the Management Stockholders are herein sometimes called the "Stockholders".

Crosstex Energy Holdings Inc. 2000 Stock Option Plan Recitals: Article I General (December 30th, 2003)

[Letterhead of Thompson & Knight L.L.P.] December 30, 2003 (December 30th, 2003)

Crosstex Energy, Inc., a Delaware corporation (the "Company"), is filing with the Securities and Exchange Commission a Registration Statement on Form S-1 (the "Registration Statement") for the purpose of registering under the Securities Act of 1933, as amended (the "Securities Act") 2,306,000 shares of its common stock, par value $.01 per share, to be sold by certain selling stockholders (the "Firm Securities"), as well as 345,900 shares which may be sold by the Company subject to the underwriters' over-allotment option (the "Option Securities" and, together with the Firm Securities, the "Securities"), as described in the Registration Statement.

CROSSTEX ENERGY, INC. Shares of Common Stock UNDERWRITING AGREEMENT (December 30th, 2003)

The undersigned, Crosstex Energy, Inc., a Delaware corporation (the "Company"), Crosstex Energy GP, L.P., a Delaware limited partnership (the "General Partner"), Crosstex Energy GP, LLC, a Delaware limited liability company ("GP LLC"), Crosstex Holdings GP, LLC, a Delaware limited liability company ("Holdings GP LLC"), Crosstex Holdings LP, LLC, a Delaware limited liability company ("Holdings LP LLC"), Crosstex Holdings, L.P., a Delaware limited partnership ("Holdings LP"), and the Selling Stockholders listed on Schedule II hereto (the "Selling Stockholders") hereby address you as the "Underwriters" and hereby confirm their agreement with the several Underwriters as set forth below. The Company, the General Partner, GP LLC, Holdings GP LLC, Holdings LP LLC and Holdings LP are collectively referred to herein as the "Crosstex Parties." The Partnership, the Operating Partnership, Services and the Operating Subs (each as hereinafter defined) are collectively referred to herein as the "Part

CROSSTEX ENERGY, INC. LONG-TERM INCENTIVE PLAN (Amended and Restated Effective as of , 2003) ARTICLE I. ESTABLISHMENT AND PURPOSE (December 30th, 2003)

[Letterhead of Thompson & Knight L.L.P.] (December 8th, 2003)

Crosstex Energy, Inc., a Delaware corporation (the "Company"), is filing with the Securities and Exchange Commission a Registration Statement on Form S-1 (the "Registration Statement") for the purpose of registering under the Securities Act of 1933, as amended (the "Securities Act") shares of its common stock, par value $.01 per share, to be sold by certain selling stockholders (the "Firm Securities"), as well as shares which may be sold by the Company subject to the underwriters' over-allotment option (the "Option Securities" and, together with the Firm Securities, the "Securities"), as described in the Registration Statement.

Agreement of Limited Partnership of Crosstex Holdings, L.P. (October 30th, 2003)

THIS AGREEMENT OF LIMITED PARTNERSHIP dated as of October 15, 2003, is entered into and executed by Crosstex Holdings GP, LLC, a Delaware limited liability company, as General Partner, and Crosstex Holdings LP, LLC, a Delaware limited liability company, as Limited Partner.

Registration Rights Agreement (October 30th, 2003)

THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement") is entered into as of October , 2003, by and among Crosstex Energy Holdings Inc., a Delaware corporation (the "Company"); Yorktown Energy Partners IV, L.P., a Delaware limited partnership, Yorktown Energy Partners V, L.P., a Delaware limited partnership and Lubar Nominees, a general partnership (the "Investor Stockholders"); Barry E. Davis, A. Chris Aulds, James R. Wales, William W. Davis, Jack M. Lafield, Michael P. Scott, Lisa M. Brecht, John W. Daugherty, Mike Hopkins, Mark E. Huff, Marc Lyons, Rodney A. Madden, Stewart McCorkle and Dale Wilson (the "Management Stockholders"). The Investor Stockholders and the Management Stockholders are herein sometimes called the "Stockholders".

Restated Bylaws of Crosstex Energy Inc. Article I Offices (October 30th, 2003)

LIMITED LIABILITY COMPANY AGREEMENT OF CROSSTEX HOLDINGS LP, LLC a Delaware Limited Liability Company (October 30th, 2003)

This LIMITED LIABILITY COMPANY AGREEMENT OF CROSSTEX HOLDINGS LP, LLC (this "Agreement"), dated as of , 2003, is adopted, executed, and agreed to by the sole Member (as defined below).