0001193125-15-149795 Sample Contracts

REGISTRATION RIGHTS AGREEMENT by and among EXCO Resources, Inc. and THE HOLDERS SPECIFIED ON THE SIGNATURE PAGES HEREOF Dated as of April 21, 2015
Registration Rights Agreement • April 27th, 2015 • Exco Resources Inc • Crude petroleum & natural gas • Texas

This Registration Rights Agreement (the “Agreement”), dated as of April 21, 2015, by and among EXCO Resources, Inc., a Texas corporation (the “Company”), and the holders specified on the signature pages hereof (the “Initial Holders”) is entered into pursuant to that certain Services and Investment Agreement by and among the Company and Energy Strategic Advisory Services LLC dated as of March 31, 2015 (the “Services and Investment Agreement”).

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EXCO Resources, Inc. 12377 Merit Drive, Suite 1700, LB 82 Dallas, TX 75251
Registration Rights Agreement • April 27th, 2015 • Exco Resources Inc • Crude petroleum & natural gas

You are a party to the First Amended and Restated Registration Rights Agreement originally dated as of October 3, 2005, as amended and restated as of December 30, 2005 among EXCO Resources, Inc. (“EXCO” or the “Company”) and the investors named therein (the “2005 Registration Rights Agreement”). As you know, your EXCO shares of common stock (the “Common Stock”) will become registered for resale pursuant to a registration statement on Form S-3 (File No. 333-193660) filed with the Securities and Exchange Commission (the “SEC”), as amended by Post-Effective Amendment No. 1, which is currently under review by the SEC and which EXCO expects will become effective as soon as the SEC completes its review.

EXCO Resources, Inc. 12377 Merit Drive, Suite 1700, LB 82 Dallas, TX 75251
Registration Rights Agreement • April 27th, 2015 • Exco Resources Inc • Crude petroleum & natural gas

You are a party to the First Amended and Restated Registration Rights Agreement originally dated as of October 3, 2005, as amended and restated as of December 30, 2005 among EXCO Resources, Inc. (“EXCO” or the “Company”) and the investors named therein (the “2005 Registration Rights Agreement”). As you know, your EXCO shares of common stock (the “Common Stock”) will become registered for resale pursuant to a registration statement on Form S-3 (File No. 333-193660) filed with the Securities and Exchange Commission (the “SEC”), as amended by Post-Effective Amendment No. 1, which is currently under review by the SEC and which EXCO expects will become effective as soon as the SEC completes its review.

EXCO Resources, Inc. 12377 Merit Drive, Suite 1700, LB 82 Dallas, TX 75251
Registration Rights Agreement • April 27th, 2015 • Exco Resources Inc • Crude petroleum & natural gas

You are a party to the First Amended and Restated Registration Rights Agreement originally dated as of October 3, 2005, as amended and restated as of December 30, 2005 among EXCO Resources, Inc. (“EXCO” or the “Company”) and the investors named therein (the “2005 Registration Rights Agreement”), and the Registration Rights Agreement dated March 28, 2007 in respect of 7.0% Cumulative Convertible Perpetual Preferred Stock and Hybrid Preferred Stock among the Company and the investors named therein (the “2007 Registration Rights Agreement”). As you know, your EXCO shares of common stock (the “Common Stock”) will become registered for resale pursuant to a registration statement on Form S-3 (File No. 333-193660) filed with the Securities and Exchange Commission (the “SEC”), as amended by Post-Effective Amendment No. 1, which is currently under review by the SEC and which EXCO expects will become effective as soon as the SEC completes its review.

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