0001047469-04-009598 Sample Contracts

INDEMNITY AGREEMENT
Indemnity Agreement • March 26th, 2004 • Crosstex Energy Inc • Crude petroleum & natural gas • Delaware

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;

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 26th, 2004 • Crosstex Energy Inc • Crude petroleum & natural gas • Delaware

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".

AGREEMENT REGARDING 2003 REGISTRATION STATEMENT AND WAIVER AND TERMINATION OF STOCKHOLDERS' AGREEMENT
Stockholders' Agreement • March 26th, 2004 • Crosstex Energy Inc • Crude petroleum & natural gas • Delaware

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").

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