0001193125-14-036840 Sample Contracts

REGISTRATION RIGHTS AGREEMENT BY AND AMONG REGENCY ENERGY PARTNERS LP AND HOOVER ENERGY PARTNERS LP
Registration Rights Agreement • February 5th, 2014 • Regency Energy Partners LP • Crude petroleum & natural gas • Texas

This Agreement is made in connection with the issuance of the Purchase Price Units to HEP pursuant to that certain Contribution Agreement, dated as of December 22, 2013 (the “Contribution Agreement”), by and among HEP, Regency and Regency HEP LLC, a Delaware limited liability company. Regency and HEP have agreed to enter into this Agreement pursuant to the Contribution Agreement.

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NON-COMPETITION AGREEMENT (HEP)
Non-Competition Agreement • February 5th, 2014 • Regency Energy Partners LP • Crude petroleum & natural gas • Texas

This NON-COMPETITION AGREEMENT (this “Agreement”) is made and entered into as of February 3, 2014, by and among Regency Energy Partners LP, a Delaware limited partnership (“Regency”), Regency HEP LLC, a Delaware limited liability company (“Regency Sub”) and Hoover Energy Partners LP (“HEP”).

ESCROW AGREEMENT
Escrow Agreement • February 5th, 2014 • Regency Energy Partners LP • Crude petroleum & natural gas • Texas

[“ ”] certifies that the names, titles, telephone numbers, e-mail addresses and specimen signatures set forth in Parts I and II of this Exhibit D-1 identify the persons authorized to provide direction and initiate or confirm transactions, including funds transfer instructions, on behalf of [“ ”], and that the option checked in Part III of this Exhibit D-1 is the security procedure selected by [” ”] for use in verifying that a funds transfer instruction received by the Escrow Agent is that of [“ ”].

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