0000950129-07-005053 Sample Contracts

REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN COPANO ENERGY, L.L.C. AND CANTERA RESOURCES HOLDINGS LLC
Registration Rights Agreement • October 25th, 2007 • Copano Energy, L.L.C. • Natural gas transmission • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 19, 2007, by and among Copano Energy, L.L.C., a Delaware limited liability company (“Copano”), and Cantera Resources Holdings, LLC, a Delaware limited liability company (“CRH”).

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PURCHASE AGREEMENT dated as of August 31, 2007 among Copano Energy, L.L.C., Copano Energy/Rocky Mountains, L.L.C., and Cantera Resources Holdings LLC relating to the purchase and sale of 100% of the Membership Interests of Cantera Natural Gas, LLC
Purchase Agreement • October 25th, 2007 • Copano Energy, L.L.C. • Natural gas transmission • New York

PURCHASE AGREEMENT (this “Agreement”) dated as of August 31, 2007 among Copano Energy, L.L.C., a Delaware limited liability company (“Parent”), Copano Energy/Rocky Mountains, L.L.C., a Delaware limited liability company (“Buyer”) and Cantera Resources Holdings LLC, a Delaware limited liability company (“Seller”).

AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COPANO ENERGY, L.L.C.
Limited Liability Company Agreement • October 25th, 2007 • Copano Energy, L.L.C. • Natural gas transmission • Delaware

THIS AMENDMENT NO. 3 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COPANO ENERGY, L.L.C. (this “Amendment”), dated as of October 19, 2007, is entered into and effectuated by the Board of Directors (the “Board”) of Copano Energy, L.L.C. (the “Company”) pursuant to authority granted to it in Sections 5.6 and 11.1 of the Third Amended and Restated Limited Liability Company Agreement of Copano Energy, L.L.C., dated as of April 30, 2007, as amended (the “Limited Liability Company Agreement”). Capitalized terms used but not defined herein are used as defined in the Limited Liability Company Agreement.

AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COPANO ENERGY, L.L.C.
Limited Liability Company Agreement • October 25th, 2007 • Copano Energy, L.L.C. • Natural gas transmission • Delaware

THIS AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COPANO ENERGY, L.L.C. (this “Amendment”), dated as of October 19, 2007, is entered into and effectuated by the Board of Directors (the “Board”) of Copano Energy, L.L.C. (the “Company”), pursuant to authority granted to it in Sections 5.6 and 11.1(c) of the Third Amended and Restated Limited Liability Company Agreement of Copano Energy, L.L.C., dated as of April 30, 2007, as amended by that certain Amendment No. 1 dated as of May 1, 2007 (as so amended, the “Limited Liability Company Agreement”). Capitalized terms used but not defined herein are used as defined in the Limited Liability Company Agreement.

REGISTRATION RIGHTS AGREEMENT BY AND AMONG COPANO ENERGY, L.L.C. AND THE PURCHASERS
Registration Rights Agreement • October 25th, 2007 • Copano Energy, L.L.C. • Natural gas transmission • Delaware

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 19, 2007, by and among Copano Energy, L.L.C., a Delaware limited liability company (“Copano”), and the Purchasers listed in Annex A to this Agreement, a “Purchaser” and collectively, the “Purchasers”).

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