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INDEMNIFICATION AGREEMENT
This
Indemnification Agreement (the "Agreement") is made and entered
into by and among CrossPoint Energy, LLC, a limited liability
company formed in Texas (the "Company"), Daniel F. Collins
("Collins"), Jeffery A. Krakos ("Krakos"), Rosa L. Collins ("R.
Frazier"), and DeAnn C. Krakos ("D. Krakos") (Collins, Krakos, R.
Collins and D. Krakos are sometimes collectively referred to herein
as the "Related Parties").
WITNESSETH:
WHEREAS, Collins
and Krakos are executive officers of the Company and the Related
Parties own equity interests in the Company; and
WHEREAS, Dallas
Operating Company, a Texas corporation ("DOC"), is a subsidiary of
the Company; and
WHEREAS, one or
more of the Related Parties (a) have guaranteed various and sundry
obligations of the Company and DOC (collectively referred to herein
as the "Corporate Obligations"); and (b) may guarantee future
obligations of the Company and/or DOC in connection with the normal
and customary operations of the Company (such future obligations
are collectively referred to herein as the "Future Obligations");
and
WHEREAS, the
Company desires to indemnify and hold harmless the Related Parties,
and each of them, in connection with both Corporate Obligations and
the Future Obligations; and
WHEREAS, the
parties hereto desire to enter into this Agreement to document the
intentions of the parties concerning certain issues and matters as
herein set forth.
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