**Exhibit 10.28**

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**REGISTRATION RIGHTSAGREEMENTBY AND AMONGCOPANO ENERGY, L.L.C.ANDKAYNE ANDERSON MLP INVESTMENT COMPANYRCH ENERGY MLP FUND LPRCH ENERGY MLP FUND-A LPTORTOISE ENERGY INFRASTRUCTURE CORPORATIONTORTOISE ENERGY CAPITAL CORPORATIONGOLDMAN, SACHS & CO. ENERGY INCOME AND GROWTH FUNDFIDUCIARY/CLAYMORE MLP OPPORTUNITY FUNDALERIAN OPPORTUNITY PARTNERS LPALERIAN CAPITAL PARTNERS LPSTROME MLP FUND, L.P.STROME ALPHA, LPANDSTROME FAMILY FOUNDATION**

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**Table of Contents**
| ** **                      | ** **                                                        | ** ** |
|---------------------------------|-------------------------------------------------------------------|------------|
| ARTICLE I  DEFINITIONS          |
| Section 1.01                    | Definitions                                                       |       |
| Section 1.02                    | Registrable  Securities                                           |       |
| ARTICLE II  REGISTRATION RIGHTS |
| Section 2.01                    | Shelf Registration.                                               |       |
| Section 2.02                    | Piggyback Rights.                                                 |       |
| Section 2.03                    | Underwritten  Offering.                                           |       |
| Section 2.04                    | Sale Procedures                                                   |       |
| Section 2.05                    | Cooperation by  Holders                                           |       |
| Section 2.06                    | Restrictions on  Public Sale by Holders of Registrable Securities |       |
| Section 2.07                    | Expenses.                                                         |       |
| Section 2.08                    | Indemnification.                                                  |       |
| Section 2.09                    | Rule 144 Reporting                                                |       |
| Section 2.10                    | Transfer or  Assignment of Registration Rights                    |       |
| Section 2.11                    | Limitation on  Subsequent Registration Rights                     |       |
| Section 2.12                    | Lock-Up                                                           |       |
| ARTICLE III  MISCELLANEOUS      |
| Section 3.01                    | Communications                                                    |       |
| Section 3.02                    | Successor and Assigns                                             |       |
| Section 3.03                    | Assignment of Rights                                              |       |
| Section 3.04                    | Aggregation of  Purchased Units                                   |       |
| Section 3.05                    | Recapitalization,  Exchanges, Etc. Affecting the Common Units     |       |
| Section 3.06                    | Specific Performance                                              |       |
| Section 3.07                    | Counterparts                                                      |       |
| Section 3.08                    | Headings                                                          |       |
| Section 3.09                    | Governing Law                                                     |       |
| Section 3.10                    | Severability of  Provisions                                       |       |
| Section 3.11                    | Entire Agreement                                                  |       |
| Section 3.12                    | Amendment                                                         |       |
| Section 3.13                    | No Presumption                                                    |       |

 

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**REGISTRATION RIGHTSAGREEMENT**

THIS REGISTRATION RIGHTSAGREEMENT (this “Agreement”) is made and entered into as of August 1,2005, by and among Copano Energy, L.L.C., a Delaware limited liability company(“Copano”), and KAYNE ANDERSON MLP INVESTMENT COMPANY (“KAMIC”),RCH ENERGY MLP FUND LP (“RCH”), RCH ENERGY MLP FUND-A LP (“RCH-A”),GOLDMAN, SACHS & CO., on behalf of Principal Strategies Group (“Goldman”),TORTOISE ENERGY INFRASTRUCTURE CORPORATION (“TEIFC”), TORTOISE ENERGYCAPITAL CORPORATION (“TECC”), ENERGY INCOME AND GROWTH FUND (“EIGF”),FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND (“FCMOF”), ALERIAN OPPORTUNITYPARTNERS LP (“AOP”), ALERIAN CAPITAL PARTNERS LP (“ACP”), STROMEMLP FUND, L.P. (“SMF”), STROME ALPHA, LP (“SA”) AND STROME FAMILYFOUNDATION (“SFF”) (each of KAMIC, RCH, RCH-A, TEIFC, TECC, EIGF, FCMOF,AOP, ACP, SMF, SA and SFF a “Purchaser” and collectively, the “Purchasers”).

WHEREAS, this Agreementis made in connection with the Closing of the issuance and sale of thePurchased Units pursuant to the Class B Unit and Common Unit PurchaseAgreement, dated as of June 17, 2005, by and among Copano and the Purchasers(the “Purchase Agreement”);

WHEREAS, Copano hasagreed to provide the registration and other rights set forth in this Agreementfor the benefit of the Purchasers pursuant to the Purchase Agreement; and

WHEREAS, it is acondition to the obligations of each Purchaser and Copano under the PurchaseAgreement that this Agreement be executed and delivered.

NOW THEREFORE, inconsideration of the mutual covenants and agreements set forth herein and forgood and valuable consideration, the receipt and sufficiency of which is herebyacknowledged by each party hereto, the parties hereby agree as follows:

**ARTICLE I****DEFINITIONS**

Section 1.01          Definitions.  Capitalized terms used herein withoutdefinition shall have the meanings given to them in the Purchase Agreement.  The terms set forth below are used herein asso defined:

“Effectiveness Period”has the meaning specified therefor in Section 2.01 of thisAgreement.

“Holder” means therecord holder of any Registrable Securities.

“Included RegistrableSecurities” has the meaning specified therefor in Section 2.02(a)of this Agreement.

“Liquidated Damages”has the meaning specified therefor in Section 2.01(a) of thisAgreement.

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“Liquidated DamagesMultiplier” means the product of $28.05 times the number of Class B Units purchasedby such Purchaser plus the product of $28.78 times the number of Common Unitsheld by such Purchaser.

“Losses” has themeaning specified therefor in Section 2.08(a) of this Agreement.

“Managing Underwriter”means, with respect to any Underwritten Offering, the book-running lead managerof such Underwritten Offering.

“Other Holder” hasthe meaning specified in Section 2.02(b).

“PiggybackRegistration” has the meaning specified therefor in Section 2.02(a)of this Agreement.

“Purchase Agreement”has the meaning specified therefor in the Recitals of this Agreement.

“Purchaser” and “Purchasers”have the meanings specified therefor in the introductory paragraph of thisAgreement.

“RegistrableSecurities” means: (i) the Purchased Units, (ii) the Common Unitsunderlying the Class B Units, and (iii) any Common Units or Class B Unitsissued as Liquidated Damages pursuant to Section 2.01(a) thisAgreement, all of which Registrable Securities are subject to the rightsprovided herein until such rights terminate pursuant to the provisions hereof.

“Registration Expenses”has the meaning specified therefor in Section 2.07(a) of thisAgreement.

“Selling Expenses”has the meaning specified therefor in Section 2.07(a) of thisAgreement.

“Selling Holder”means a Holder who is selling Registrable Securities pursuant to a registrationstatement.

“Shelf RegistrationStatement” means a registration statement under the Securities Act topermit the resale of the Registrable Securities from time to time, including aspermitted by Rule 415 of the Securities Act (or any similar provision thenin force under the Securities Act).

“Underwritten Offering”means an offering (including an offering pursuant to a Shelf RegistrationStatement) in which Common Units are sold to an underwriter on a firmcommitment basis for reoffering to the public or an offering that is a “boughtdeal” with one or more investment banks.

Section 1.02          Registrable Securities.  Any Registrable Security will cease to be aRegistrable Security when (a) a registration statement covering suchRegistrable Security has been declared effective by the Commission and suchRegistrable Security has been sold or disposed of pursuant to such effectiveregistration statement; (b) such Registrable Security has been disposed ofpursuant to any section of Rule 144 (or any similar provision then inforce

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under the Securities Act); (c) such Registrable Security is heldby Copano or one of its subsidiaries; or (d) such Registrable Security hasbeen sold in a private transaction in which the transferor’s rights under thisAgreement are not assigned to the transferee of such securities.

**ARTICLE II****REGISTRATION RIGHTS**

Section 2.01          ShelfRegistration.

(a)           DeadlineTo Go Effective.  As soon aspracticable following the Closing, but in any event within 135 days of theClosing, Copano shall prepare and file a Shelf Registration Statement under theAct with respect to all of the Registrable Securities.  Copano shall use its commercially reasonableefforts to cause the Shelf Registration Statement to become effective no laterthan 195 days after the date of the Closing. A Shelf Registration Statement filed pursuant to this Section 2.01shall be on such appropriate registration form of the Commission as shall beselected by Copano; *provided*, *however*, that if a prospectus supplementwill be used in connection with the marketing of an Underwritten Offering fromthe Shelf Registration Statement and the Managing Underwriter at any time shallnotify Copano in writing that, in the sole judgment of such ManagingUnderwriter, inclusion of detailed information to be used in such prospectussupplement is of material importance to the success of the UnderwrittenOffering of such Registrable Securities, Copano shall use its commerciallyreasonable efforts to include such information in the prospectus.  Copano will use its commercially reasonableefforts to cause the Shelf Registration Statement filed pursuant to this Section 2.01to be continuously effective under the Securities Act until the earlier of (i)when all such Registrable Securities are sold by the Purchaser or (ii) twoyears from the date the Shelf Registration Statement is declared effective bythe Commission (the “Effectiveness Period”).  The Shelf Registration Statement whendeclared effective (including the documents incorporated therein by reference)will comply as to form with all applicable requirements of the Securities Actand the Exchange Act and will not contain an untrue statement of a materialfact or omit to state a material fact required to be stated therein ornecessary to make the statements therein not misleading.

(b)           FailureTo Go Effective.  If the ShelfRegistration Statement required by Section 2.01 is not declaredeffective within 225 days after Closing, then each Purchaser shall be entitledto a payment (with respect to each of such Purchaser’s Purchased Units), asliquidated damages and not as a penalty, of .25% of the Liquidated DamagesMultiplier per 30-day period for the first 60 days following the 225th day,increasing by an additional .25% of the Liquidated Damages Multiplier per30-day period for each subsequent 60 days, up to a maximum of 1.00% of theLiquidated Damages Multiplier per 30-day period (the “Liquidated Damages”),which shall be payable within 10 Business Days of the end of such 30-dayperiod.  The Liquidated Damages shall bepaid to each Purchaser in cash; *provided*,*however*, if Copano certifies thatit is unable to pay the Liquidated Damages in cash because such payment wouldresult in a breach under any of Copano’s or Copano’s Subsidiaries’ creditfacilities filed as exhibits to Copano’s SEC Documents, then Copano may pay theLiquidated Damages in kind in the form of the issuance of additional(A) Common Units or (B) Common Units and Class B Units.  Class B Units may only be issued asLiquidated Damages if and to the extent required by The Nasdaq National Marketor similar regulation.  If Common Unitsand Class B Units are issued as Liquidated Damages as a result of a requirementby The Nasdaq National Market or similar

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regulation, then such units will be issued to each Purchaser in such amanner as to maximize the number of Common Units issued to each Purchaser andin no event shall the percentage of Class B Units issued to a Purchaserrelative to the percentage of Common Units issued to such Purchaser exceed thepercentage that is determined by dividing the number of Class B Unitsoriginally purchased by such Purchaser by the number of Common Units plus thenumber of Class B Units originally purchased by such Purchaser. Upon anyissuance of Common Units and/or Class B Units as Liquidated Damages,Copano shall promptly prepare and file an amendment to the Shelf RegistrationStatement prior to its effectiveness adding such Common Units and/orClass B Units to such Shelf Registration Statement as additionalRegistrable Securities. The determination of the number of Common Units and/orClass B Units to be issued as Liquidated Damages shall be equal to theLiquidated Damages divided by the average closing price of Copano’s CommonUnits on The Nasdaq National Market for the ten trading days immediatelypreceding the date on which the Liquidated Damages payment is due.  The payment of the Liquidated Damages to aPurchaser shall cease at such time as the Purchased Units of such Purchaserbecome eligible for resale under Rule 144(k).

(c)           Waiverof Liquidated Damages.  If Copano isunable to cause a Shelf Registration Statement to go effective within the 225days as a result of an acquisition, merger, reorganization, disposition orother similar transaction, then Copano may request a waiver of the LiquidatedDamages, which may be granted or withheld by the consent of the holders of amajority of the Purchased Units, in their sole discretion.  Purchaser’s rights (and any transferee’srights pursuant to Section 2.10) under this Section 2.01shall terminate when such Registrable Securities become eligible for resaleunder Rule 144(k) (or any similar provision then in force under theSecurities Act).

(d)           DelayRights.  Notwithstanding anything tothe contrary contained herein, Copano may, upon written notice to any SellingHolder whose Registrable Securities are included in the Shelf RegistrationStatement, suspend such Selling Holder’s use of any prospectus which is a partof the Shelf Registration Statement (in which event the Selling Holder shalldiscontinue sales of the Registrable Securities pursuant to the ShelfRegistration Statement) if (i) Copano is pursuing an acquisition, merger,reorganization, disposition or other similar transaction and Copano determinesin good faith that Copano’s ability to pursue or consummate such a transactionwould be materially adversely affected by any required disclosure of suchtransaction in the Shelf Registration Statement or (ii) Copano hasexperienced some other material non-public event the disclosure of which atsuch time, in the good faith judgment of Copano, would materially adverselyaffect Copano; *provided*, *however*, in no event shall the Purchasersbe suspended for a period exceeding an aggregate of ninety (90) days (exclusiveof days covered by any lock-up agreement executed by a Purchaser in connectionwith any Underwritten Offering by Copano or a Purchaser) in any 365-dayperiod.  Upon disclosure of suchinformation or the termination of the condition described above, Copano shallprovide prompt notice to the Selling Holders whose Registrable Securities areincluded in the Shelf Registration Statement, and shall promptly terminate anysuspension of sales it has put into effect and shall take such other actions topermit registered sales of Registrable Securities as contemplated in thisAgreement.

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Section2.02          Piggyback Rights.

(a)           Participation.  If at any time Copano proposes to file (i) aprospectus supplement to an effective shelf registration statement, includingthe Shelf Registration Statement contemplated by Section 2.01, or(ii) a registration statement, other than a shelf registration statement, ineither case, for the sale of Common Units in an Underwritten Offering for itsown account and/or another Person, then as soon as practicable but not lessthan three (3) Business Days prior to the filing of (x) any preliminaryprospectus supplement relating to such Underwritten Offering pursuant toRule 424(b), (y) the prospectus supplement relating to suchUnderwritten Offering pursuant to Rule 424(b) (if no preliminaryprospectus supplement is used) or (z) such registration statement as thecase may be, then, Copano shall give notice of such proposed UnderwrittenOffering to the Holders and such notice shall offer the Holders the opportunityto include in such Underwritten Offering such number of Registrable Securities(the “Included Registrable Securities”) as each such Holder may requestin writing; *provided*, *however*, that if Copano has been advisedby the Managing Underwriter that the inclusion of Registrable Securities forsale for the benefit of the Holders will have an adverse effect on the price,timing or distribution of the Common Units, then the amount of RegistrableSecurities to be offered for the accounts of Holders shall be determined basedon the provisions of Section 2.02(b).  The notice required to be provided in this Section 2.02(a)to Holders shall be provided on a Business Day pursuant to Section 3.01hereof and receipt of such notice shall be confirmed by Holder.  Holder shall then have one Business Day aftersuch Holder confirms receipt of the notice to request inclusion of RegistrableSecurities in the Underwritten Offering. If no request for inclusion from a Holder is received within thespecified time, such Holder shall have no further right to participate in suchUnderwritten Offering.  If, at any timeafter giving written notice of its intention to undertake an UnderwrittenOffering and prior to the closing of such Underwritten Offering, Copano shalldetermine for any reason not to undertake or to delay such UnderwrittenOffering, Copano may, at its election, give written notice of suchdetermination to the Selling Holders and, (x) in the case of a determinationnot to undertake such Underwritten Offering, shall be relieved of itsobligation to sell any Included Registrable Securities in connection with suchterminated Underwritten Offering, and (y) in the case of a determination todelay such Underwritten Offering, shall be permitted to delay offering anyIncluded Registrable Securities for the same period as the delay in theUnderwritten Offering. Any Selling Holder shall have the right to withdraw suchSelling Holder’s request for inclusion of such Selling Holder’s RegistrableSecurities in such offering by giving written notice to Copano of suchwithdrawal up to and including the time of pricing of such offering.  Each Holder’s rights under this Section 2.02(a)shall terminate when such Holder holds less than five million ($5,000,000) ofPurchased Units.

(b)           Priorityof Piggyback Rights.  If the ManagingUnderwriter or Underwriters of any proposed Underwritten Offering of CommonUnits included in an Underwritten Offering involving Included RegistrableSecurities advises Copano that the total amount of Common Units that theSelling Holders and any other Persons intend to include in such offeringexceeds the number that can be sold in such offering without being likely tohave an adverse effect on the price, timing or distribution of the Common Unitsoffered or the market for the Common Units, then the Common Units to beincluded in such Underwritten Offering shall include the number of RegistrableSecurities that such Managing Underwriter or Underwriters advises Copano can besold without having such adverse effect, with such number to be allocated(i) first, to Copano;

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(ii) second, to Copano’s pre-IPO investors as provided in (A) theStakeholders’ Agreement dated July 30, 2004, and (B) Article XIV ofthe Company’s Second Amended and Restated Limited Liability Company Agreementdated November 15, 2004; and (iii) third, pro rata among the SellingHolders who have requested participation in such Underwritten Offering based,for each Selling Holder, on the fraction derived by dividing (x) thenumber of Common Units proposed to be sold by such Selling Holder in suchUnderwritten Offering by (y) the aggregate number of Common Units proposedto be sold be all Selling Holders in such Underwritten Offering.  As of the date of execution of thisAgreement, there are no other Persons with Registration Rights other than asdescribed in this Section 2.02(b).

Section 2.03          UnderwrittenOffering.

(a)           S-3Registration.  If a Selling Holderelects to dispose of Registrable Securities under the Shelf RegistrationStatement pursuant to an Underwritten Offering and reasonably anticipates grossproceeds of greater than $20 million from such Underwritten Offering, Copanoshall, at the request of such Selling Holder, enter into an underwritingagreement in customary form with the Managing Underwriter or Underwriters,which shall include, among other provisions, indemnities to the effect and tothe extent provided in Section 2.08, and shall take all such otherreasonable actions as are requested by the Managing Underwriter to expedite orfacilitate the disposition of the Registrable Securities; *provided*, *however*,Copano management will not be required to participate in any roadshow orsimilar marketing effort on behalf of any Selling Holder.

(b)           GeneralProcedures.  In connection with anyUnderwritten Offering under this Agreement, Copano shall be entitled to selectthe Managing Underwriter or Underwriters. In connection with an Underwritten Offering under Section 2.01or Section 2.03 hereof, each Selling Holder and Copano shall beobligated to enter into an underwriting agreement that contains suchrepresentations, covenants, indemnities and other rights and obligations as arecustomary in underwriting agreements for firm commitment offerings ofsecurities.  No Selling Holder mayparticipate in such Underwritten Offering unless such Selling Holder agrees tosell its Registrable Securities on the basis provided in such underwritingagreement and completes and executes all questionnaires, powers of attorney,indemnities and other documents reasonably required under the terms of suchunderwriting agreement.  Each SellingHolder may, at its option, require that any or all of the representations andwarranties by, and the other agreements on the part of, Copano to and for thebenefit of such underwriters also be made to and for such Selling Holder’sbenefit and that any or all of the conditions precedent to the obligations ofsuch underwriters under such underwriting agreement also be conditionsprecedent to its obligations. No Selling Holder shall be required to make anyrepresentations or warranties to or agreements with Copano or the underwritersother than representations, warranties or agreements regarding such SellingHolder and its ownership of the securities being registered on its behalf andits intended method of distribution and any other representation required bylaw.  If any Selling Holder disapprovesof the terms of an underwriting, such Selling Holder may elect to withdrawtherefrom by notice to Copano and the Managing Underwriter; *provided*, *however*,that such withdrawal must be made prior to the time in the penultimate sentenceof Section 2.02(a) hereof to be effective.  No such withdrawal or abandonment shallaffect Copano’s obligation to pay Registration Expenses.

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Section 2.04          SaleProcedures.  In connection with itsobligations contained in Section 2.01 and Section 2.03,Copano will, as expeditiously as possible:

(a)           prepareand file with the Commission such amendments and supplements to the ShelfRegistration Statement and the prospectus used in connection therewith as maybe necessary to keep the Shelf Registration Statement effective for theEffectiveness Period and as may be necessary to comply with the provisions ofthe Securities Act with respect to the disposition of all securities covered bythe Shelf Registration Statement;

(b)           furnishto each Selling Holder (i) as far in advance as reasonably practicablebefore filing the Shelf Registration Statement or any other registration statementcontemplated by this Agreement or any supplement or amendment thereto, uponrequest, copies of reasonably complete drafts of all such documents proposed tobe filed (including exhibits and each document incorporated by referencetherein to the extent then required by the rules and regulations of theCommission), and provide each such Selling Holder the opportunity to object toany information pertaining to such Selling Holder and its plan of distributionthat is contained therein and make the corrections reasonably requested by suchSelling Holder with respect to such information prior to filing the ShelfRegistration Statement or such other registration statement or supplement oramendment thereto, and (ii) such number of copies of the Shelf RegistrationStatement or such other registration statement and the prospectus includedtherein and any supplements and amendments thereto as such Persons mayreasonably request in order to facilitate the public sale or other dispositionof the Registrable Securities covered by such Shelf Registration Statement orother registration statement;

(c)           ifapplicable, use its commercially reasonable efforts to register or qualify theRegistrable Securities covered by the Shelf Registration Statement or any otherregistration statement contemplated by this Agreement under the securities orblue sky laws of such jurisdictions as the Selling Holders or, in the case ofan Underwritten Offering, the Managing Underwriter, shall reasonably request; *provided*, *however*,that Copano will not be required to qualify generally to transact business inany jurisdiction where it is not then required to so qualify or to take anyaction which would subject it to general service of process in any suchjurisdiction where it is not then so subject;

(d)           promptlynotify each Selling Holder and each underwriter, at any time when a prospectusrelating thereto is required to be delivered under the Securities Act, of(i) the filing of the Shelf Registration Statement or any otherregistration statement contemplated by this Agreement or any prospectus orprospectus supplement to be used in connection therewith, or any amendment orsupplement thereto, and, with respect to such Shelf Registration Statement orany other registration statement or any post-effective amendment thereto, whenthe same has become effective; and (ii) any written comments from theCommission with respect to any filing referred to in clause (i) and any writtenrequest by the Commission for amendments or supplements to the Shelf RegistrationStatement or any other registration statement or any prospectus or prospectussupplement thereto;

(e)           immediatelynotify each Selling Holder and each underwriter, at any time when a prospectusrelating thereto is required to be delivered under the Securities Act, of(i) the happening of any event as a result of which the prospectus orprospectus supplement contained

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in the Shelf Registration Statement or any other registration statementcontemplated by this Agreement, as then in effect, includes an untrue statementof a material fact or omits to state any material fact required to be statedtherein or necessary to make the statements therein not misleading in the lightof the circumstances then existing; (ii) the issuance or threat ofissuance by the Commission of any stop order suspending the effectiveness ofthe Shelf Registration Statement or any other registration statementcontemplated by this Agreement, or the initiation of any proceedings for thatpurpose; or (iii) the receipt by Copano of any notification with respectto the suspension of the qualification of any Registrable Securities for saleunder the applicable securities or blue sky laws of any jurisdiction.  Following the provision of such notice,Copano agrees to as promptly as practicable amend or supplement the prospectusor prospectus supplement or take other appropriate action so that theprospectus or prospectus supplement does not include an untrue statement of amaterial fact or omit to state a material fact required to be stated therein ornecessary to make the statements therein not misleading in the light of thecircumstances then existing and to take such other action as is necessary toremove a stop order, suspension, threat thereof or proceedings related thereto;

(f)            uponrequest and subject to appropriate confidentiality obligations, furnish to eachSelling Holder copies of any and all transmittal letters or othercorrespondence with the Commission or any other governmental agency orself-regulatory body or other body having jurisdiction (including any domesticor foreign securities exchange) relating to such offering of RegistrableSecurities;

(g)           inthe case of an Underwritten Offering, furnish upon request, (i) an opinionof counsel for Copano, dated the effective date of the applicable registrationstatement or the date of any amendment or supplement thereto, and a letter oflike kind dated the date of the closing under the underwriting agreement, and(ii) a “cold comfort” letter, dated the effective date of the applicableregistration statement or the date of any amendment or supplement thereto and aletter of like kind dated the date of the closing under the underwritingagreement, in each case, signed by the independent public accountants who havecertified Copano’s financial statements included or incorporated by referenceinto the applicable registration statement, and each of the opinion and the“cold comfort” letter shall be in customary form and covering substantially thesame matters with respect to such registration statement (and the prospectusand any prospectus supplement included therein) as are customarily covered inopinions of issuer’s counsel and in accountants’ letters delivered to theunderwriters in Underwritten Offerings of securities and such other matters assuch underwriters may reasonably request;

(h)           otherwiseuse its commercially reasonable efforts to comply with all applicable rules andregulations of the Commission, and make available to its security holders, assoon as reasonably practicable, an earnings statement, which earnings statementshall satisfy the provisions of Section 11(a) of the Securities Act andRule 158 promulgated thereunder;

(i)            makeavailable to the appropriate representatives of the Managing Underwriter andSelling Holders access to such information and Copano personnel as isreasonable and customary to enable such parties to establish a due diligencedefense under the Securities Act; *provided*,*however*, that Copano need notdisclose any information to any such representative unless and until suchrepresentative has entered into a confidentiality agreement with Copano;

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(j)            causeall such Registrable Securities registered pursuant to this Agreement to belisted on each securities exchange or nationally recognized quotation system onwhich similar securities issued by Copano are then listed;

(k)           useits commercially reasonable efforts to cause the Registrable Securities to beregistered with or approved by such other governmental agencies or authoritiesas may be necessary by virtue of the business and operations of Copano toenable the Selling Holders to consummate the disposition of such RegistrableSecurities;

(l)            providea transfer agent and registrar for all Registrable Securities covered by suchregistration statement not later than the effective date of such registrationstatement; and

(m)          enterinto customary agreements and take such other actions as are reasonablyrequested by the Selling Holders or the underwriters, if any, in order toexpedite or facilitate the disposition of such Registrable Securities.

Each Selling Holder, uponreceipt of notice from Copano of the happening of any event of the kinddescribed in subsection (e) of this Section 2.04, shall forthwithdiscontinue disposition of the Registrable Securities until such SellingHolder’s receipt of the copies of the supplemented or amended prospectuscontemplated by subsection (e) of this Section 2.04 or until it isadvised in writing by Copano that the use of the prospectus may be resumed, andhas received copies of any additional or supplemental filings incorporated byreference in the prospectus, and, if so directed by Copano, such Selling Holderwill, or will request the managing underwriter or underwriters, if any, todeliver to Copano (at Copano’s expense) all copies in their possession orcontrol, other than permanent file copies then in such Selling Holder’spossession, of the prospectus covering such Registrable Securities current atthe time of receipt of such notice.

Section 2.05          Cooperationby Holders.  Copano shall have noobligation to include in the Shelf Registration Statement units of a Holder orin a Underwritten Offering pursuant to Section 2.02 units of a SellingHolder who has failed to timely furnish such information that, in the opinionof counsel to Copano, is reasonably required in order for the registrationstatement or prospectus supplement, as applicable, to comply with theSecurities Act.

Section 2.06          Restrictionson Public Sale by Holders of Registrable Securities.  Each Holder of Registrable Securities who isincluded in the Shelf Registration Statement agrees not to effect any publicsale or distribution of the Registrable Securities during the 30 calendar dayperiod following completion of a public offering of equity securities byCopano; *provided*, *however*, that the duration of theforegoing restrictions shall be no longer than the duration of the shortestrestriction generally imposed by the underwriters on the officers or directorsor any other unitholder of Copano on whom a restriction is imposed and providedfurther that such Selling Holder owns more than five million dollars($5,000,000) of the Purchased Units.

Section 2.07          Expenses.

(a)           CertainDefinitions.  “RegistrationExpenses” means all expenses incident to Copano’s performance under orcompliance with this Agreement to effect the registration of RegistrableSecurities the Shelf Registration Statement pursuant to Section 2.01,an Underwritten

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Offering pursuant to Section 2.02 or Section 2.03,and the disposition of such securities, including, without limitation, allregistration, filing, securities exchange listing and The Nasdaq National Marketfees, all registration, filing, qualification and other fees and expenses ofcomplying with securities or blue sky laws, fees of the National Association ofSecurities Dealers, Inc., transfer taxes and fees of transfer agents andregistrars, all word processing, duplicating and printing expenses, the feesand disbursements of counsel and independent public accountants for Copano,including the expenses of any special audits or “cold comfort” letters requiredby or incident to such performance and compliance.  Except as otherwise provided in Section 2.08hereof, Copano shall not be responsible for legal fees incurred by Holders inconnection with the exercise of such Holders’ rights hereunder.  In addition, Copano shall not be responsiblefor any “Selling Expenses,” which means all underwriting fees, discountsand selling commissions allocable to the sale of the Registrable Securities.

(b)           Expenses.  Copano will pay all reasonable RegistrationExpenses as determined in good faith, including, in the case of an UnderwrittenOffering, whether or not any sale is made pursuant to such UnderwrittenOffering. Each Selling Holder shall pay all Selling Expenses in connection withany sale of its Registrable Securities hereunder.

Section 2.08          Indemnification.

(a)           ByCopano.  In the event of aregistration of any Registrable Securities under the Securities Act pursuant tothis Agreement, Copano will indemnify and hold harmless each Selling Holderthereunder, its directors and officers, and each underwriter, pursuant to theapplicable underwriting agreement with such underwriter, of RegistrableSecurities thereunder and each Person, if any, who controls such Selling Holderor underwriter within the meaning of the Securities Act and the Exchange Act,against any losses, claims, damages, expenses or liabilities (includingreasonable attorneys’ fees and expenses) (collectively, “Losses”), jointor several, to which such Selling Holder or underwriter or controlling Personmay become subject under the Securities Act, the Exchange Act or otherwise,insofar as such Losses (or actions or proceedings, whether commenced orthreatened, in respect thereof) arise out of or are based upon any untruestatement or alleged untrue statement of any material fact contained in theShelf Registration Statement or any other registration statement contemplatedby this Agreement, any preliminary prospectus or final prospectus containedtherein, or any amendment or supplement thereof, or arise out of or are basedupon the omission or alleged omission to state therein a material fact requiredto be stated therein or necessary to make the statements therein (in the caseof a prospectus, in light of the circumstances under which they were made) notmisleading, and will reimburse each such Selling Holder, its directors andofficers, each such underwriter and each such controlling Person for any legalor other expenses reasonably incurred by them in connection with investigatingor defending any such Loss or actions or proceedings; *provided*, *however*,that Copano will not be liable in any such case if and to the extent that anysuch Loss arises out of or is based upon an untrue statement or alleged untruestatement or omission or alleged omission so made in conformity withinformation furnished by such Selling Holder, such underwriter or suchcontrolling Person in writing specifically for use in the Shelf RegistrationStatement or such other registration statement, or prospectus supplement, asapplicable. Such indemnity shall remain in full force and effect regardless ofany investigation made by or on behalf of such Selling Holder or any suchdirector, officer or controlling Person, and shall survive the transfer of suchsecurities by such Selling Holder.

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(b)           ByEach Selling Holder.  Each SellingHolder agrees severally and not jointly to indemnify and hold harmless Copano,its directors and officers, and each Person, if any, who controls Copano withinthe meaning of the Securities Act or of the Exchange Act to the same extent asthe foregoing indemnity from Copano to the Selling Holders, but only withrespect to information regarding such Selling Holder furnished in writing by oron behalf of such Selling Holder expressly for inclusion in the Shelf RegistrationStatement or prospectus supplement relating to the Registrable Securities, orany amendment or supplement thereto; *provided*,*however*, that the liability ofeach Selling Holder shall not be greater in amount than the dollar amount ofthe proceeds (net of any Selling Expenses) received by such Selling Holder fromthe sale of the Registrable Securities giving rise to such indemnification.

(c)           Notice.  Promptly after receipt by an indemnifiedparty hereunder of notice of the commencement of any action, such indemnifiedparty shall, if a claim in respect thereof is to be made against theindemnifying party hereunder, notify the indemnifying party in writing thereof,but the omission so to notify the indemnifying party shall not relieve it fromany liability which it may have to any indemnified party other than under this Section 2.08.  In any action brought against any indemnifiedparty, it shall notify the indemnifying party of the commencement thereof.  The indemnifying party shall be entitled toparticipate in and, to the extent it shall wish, to assume and undertake thedefense thereof with counsel reasonably satisfactory to such indemnified partyand, after notice from the indemnifying party to such indemnified party of itselection so to assume and undertake the defense thereof, the indemnifying partyshall not be liable to such indemnified party under this Section 2.08for any legal expenses subsequently incurred by such indemnified party inconnection with the defense thereof other than reasonable costs ofinvestigation and of liaison with counsel so selected; *provided*, *however*, that, (i) if the indemnifyingparty has failed to assume the defense and employ counsel or (ii) if thedefendants in any such action include both the indemnified party and the indemnifyingparty and counsel to the indemnified party shall have concluded that there maybe reasonable defenses available to the indemnified party that are differentfrom or additional to those available to the indemnifying party, or if theinterests of the indemnified party reasonably may be deemed to conflict withthe interests of the indemnifying party, then the indemnified party shall havethe right to select a separate counsel and to assume such legal defense andotherwise to participate in the defense of such action, with the reasonableexpenses and fees of such separate counsel and other reasonable expensesrelated to such participation to be reimbursed by the indemnifying party asincurred.  Notwithstanding any otherprovision of this Agreement, no indemnified party shall settle any actionbrought against it with respect to which it is entitled to indemnificationhereunder without the consent of the indemnifying party, unless the settlementthereof imposes no liability or obligation on, and includes a complete andunconditional release from all liability of, the indemnifying party.

(d)           Contribution.  If the indemnification provided for in this Section 2.08is held by a court or government agency of competent jurisdiction to beunavailable to any indemnified party or is insufficient to hold them harmlessin respect of any Losses, then each such indemnifying party, in lieu ofindemnifying such indemnified party, shall contribute to the amount paid orpayable by such indemnified party as a result of such Loss in such proportionas is appropriate to reflect the relative fault of the indemnifying party onthe one hand and of such indemnified party on the other in connection with thestatements or omissions which resulted in such Losses, as well as any other relevantequitable considerations; *provided*,*however*, that in no event shall

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such Selling Holder be required to contribute an aggregate amount inexcess of the dollar amount of proceeds (net of Selling Expenses) received bysuch Selling Holder from the sale of Registrable Securities giving rise to suchindemnification.  The relative fault ofthe indemnifying party on the one hand and the indemnified party on the other shallbe determined by reference to, among other things, whether the untrue oralleged untrue statement of a material fact or the omission or alleged omissionto state a material fact has been made by, or relates to, information suppliedby such party, and the parties’ relative intent, knowledge, access toinformation and opportunity to correct or prevent such statement oromission.  The parties hereto agree thatit would not be just and equitable if contributions pursuant to this paragraphwere to be determined by pro rata allocation or by any other method ofallocation which does not take account of the equitable considerations referredto herein.  The amount paid by anindemnified party as a result of the Losses referred to in the first sentenceof this paragraph shall be deemed to include any legal and other expensesreasonably incurred by such indemnified party in connection with investigatingor defending any Loss which is the subject of this paragraph. No person guiltyof fraudulent misrepresentation (within the meaning of Section 11(f) of theSecurities Act) shall be entitled to contribution from any Person who is notguilty of such fraudulent misrepresentation.

(e)           OtherIndemnification.  The provisions ofthis Section 2.08 shall be in addition to any other rights toindemnification or contribution which an indemnified party may have pursuant tolaw, equity, contract or otherwise.

Section 2.09          Rule 144Reporting.  With a view to makingavailable the benefits of certain rules and regulations of the Commission thatmay permit the sale of the Registrable Securities to the public withoutregistration, Copano agrees to use its commercially reasonable efforts to:

(a)           Makeand keep public information regarding Copano available, as those terms areunderstood and defined in Rule 144 of the Securities Act, at all timesfrom and after the date hereof;

(b)           Filewith the Commission in a timely manner all reports and other documents requiredof Copano under the Securities Act and the Exchange Act at all times from andafter the date hereof; and

(c)           Solong as a Holder owns any Registrable Securities, furnish to such Holderforthwith upon request a copy of the most recent annual or quarterly report ofCopano, and such other reports and documents so filed as such Holder mayreasonably request in availing itself of any rule or regulation of theCommission allowing such Holder to sell any such securities withoutregistration.

Section 2.10          Transferor Assignment of Registration Rights. The rights to cause Copano to register Registrable Securities granted tothe Purchasers by Copano under this Article II may be transferred orassigned by any Purchaser to one or more transferee(s) or assignee(s) of suchRegistrable Securities; *provided*,*however*, that (a) unlesssuch transferee is an Affiliate of such Purchaser, each such transferee orassignee holds Registrable Securities representing at least $5 million of thePurchased Units sold pursuant to the terms of the Purchase Agreement,(b) Copano is given written notice prior to any said transfer orassignment, stating

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the name and address of each such transferee and identifying thesecurities with respect to which such registration rights are being transferredor assigned, and (c) each such transferee assumes in writing responsibilityfor its portion of the obligations of such Purchaser under this Agreement.

Section 2.11          Limitationon Subsequent Registration Rights. From and after the date hereof, Copano shall not, without the priorwritten consent of the Holders of a majority of the outstanding RegistrableSecurities, enter into any agreement with any current or future holder of anysecurities of Copano that would allow such current or future holder to requireCopano to include securities in any registration statement filed by Copano on abasis that is superior in any way to the piggyback rights granted to Purchaserhereunder.

Section 2.12          Lock-Up.  Notwithstanding anything to the contrary inthis Agreement, Purchaser agrees not to sell any of the Purchased Units priorto the date that is 90 days after the Closing Date.

**ARTICLE III****MISCELLANEOUS**

Section 3.01          Communications.  All notices and other communications providedfor or permitted hereunder shall be made in writing by facsimile, courierservice or personal delivery:

(a)           ifto Purchaser, to the address set forth under that Purchaser’s signature blockin accordance with the provisions of this Section 3.01,

(b)           ifto a transferee of Purchaser, to such Holder at the address provided pursuantto Section 2.10 above, and

(c)           ifto Copano, at 2727 Allen Parkway, Suite 1200, Houston, Texas 77019, notice ofwhich is given in accordance with the provisions of this Section 3.01.

All such notices andcommunications shall be deemed to have been received at the time delivered byhand, if personally delivered; when receipt acknowledged, if sent via facsimileor sent via Internet electronic mail; and when actually received, if sent byany other means.

Section 3.02          Successorand Assigns.  This Agreement shallinure to the benefit of and be binding upon the successors and assigns of eachof the parties, including subsequent Holders of Registrable Securities to theextent permitted herein.

Section 3.03          Assignmentof Rights.  All or any portion of therights and obligations of any Purchaser under this Agreement may be transferredor assigned by such Purchaser in accordance with Section 2.10hereof.

Section 3.04          Aggregationof Purchased Units.  All PurchasedUnits held or acquired by Persons who are Affiliates of one another shall beaggregated together for the purpose of determining the availability of anyrights under this Agreement.

Section 3.05          Recapitalization,Exchanges, Etc. Affecting the Common Units. The provisions of this Agreement shall apply to the full extent setforth herein with respect to any and

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all units of Copano or any successor or assign of Copano (whether bymerger, consolidation, sale of assets or otherwise) which may be issued inrespect of, in exchange for or in substitution of, the Registrable Securities,and shall be appropriately adjusted for combinations, recapitalizations and thelike occurring after the date of this Agreement.

Section 3.06          SpecificPerformance.  Damages in the event ofbreach of this Agreement by a party hereto may be difficult, if not impossible,to ascertain, and it is therefore agreed that each such Person, in addition toand without limiting any other remedy or right it may have, will have the rightto an injunction or other equitable relief in any court of competentjurisdiction, enjoining any such breach, and enforcing specifically the termsand provisions hereof, and each of the parties hereto hereby waives any and alldefenses it may have on the ground of lack of jurisdiction or competence of thecourt to grant such an injunction or other equitable relief.  The existence of this right will not precludeany such Person from pursuing any other rights and remedies at law or in equitywhich such Person may have.

Section 3.07          Counterparts.  This Agreement may be executed in any numberof counterparts and by different parties hereto in separate counterparts, eachof which counterparts, when so executed and delivered, shall be deemed to be anoriginal and all of which counterparts, taken together, shall constitute butone and the same Agreement.

Section 3.08          Headings.  The headings in this Agreement are forconvenience of reference only and shall not limit or otherwise affect themeaning hereof.

Section 3.09          GoverningLaw.  The laws of the State of Delawareshall govern this Agreement without regard to principles of conflict of laws.

Section 3.10          Severabilityof Provisions.  Any provision of thisAgreement which is prohibited or unenforceable in any jurisdiction shall, as tosuch jurisdiction, be ineffective to the extent of such prohibition orunenforceability without invalidating the remaining provisions hereof oraffecting or impairing the validity or enforceability of such provision in anyother jurisdiction.

Section 3.11          EntireAgreement.  This Agreement isintended by the parties as a final expression of their agreement and intendedto be a complete and exclusive statement of the agreement and understanding ofthe parties hereto in respect of the subject matter contained herein.  There are no restrictions, promises,warranties or undertakings, other than those set forth or referred to hereinwith respect to the rights granted by Copano set forth herein.  This Agreement supersedes all prioragreements and understandings between the parties with respect to such subjectmatter.

Section 3.12          Amendment.  This Agreement may be amended only by meansof a written amendment signed by Copano and the Holders of a majority of thethen outstanding Registrable Securities; *provided*,*however*, that no such amendmentshall materially and adversely affect the rights of any Holder hereunderwithout the consent of such Holder.

Section 3.13          NoPresumption.  If any claim is made bya party relating to any conflict, omission, or ambiguity in this Agreement, nopresumption or burden of proof or persuasion shall

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be implied by virtue of the fact that this Agreement was prepared by orat the request of a particular party or its counsel.

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IN WITNESS WHEREOF, theparties have executed this Agreement as of the date first written above.
| ** ** | **COPANO ENERGY, L.L.C.**                   |
|------------|---------------------------------------------|
| ** ** | ** **                                  |
|       |                                        |
|       | By:                                         |   |
|       |                                        | Name: | John  R. Eckel, Jr. |
|       |                                        | Title: | Chairman  of the Board and Chief Executive Officer |
|       |                                        |
|       |                                        |
| ** ** | **KAYNE  ANDERSON MLP  INVESTMENT COMPANY** |
|       |                                        |
|       |                                        |
|       | By:                                         |   |
|       |                                        | Name: | Kevin  McCarthy |
|       |                                        | Title: | Chief  Executive Officer and President |
|       |                                        | Address: | 1800  Avenue of the Stars, |
|       |                                        |   | 2nd  Floor |
|       |                                        |   | Los  Angeles, California 90067 |
|       |                                        | Attention: | David  Shladovsky, Esq. |
|       |                                        | Facsimile: | (310)  284-6490 |
|       |                                        |
|       |                                        |
|       | **RCH ENERGY MLP FUND LP**                  |
|       | ** **                                  |
|       | By:                                         | RCH Energy MLP Fund GP,  LP,  its general partner |
|       |                                        |   |
|       | By:                                         | RR  Advisors, LLC, its general partner |
|       |                                        |   |
|       |                                        |   |
|       | By:                                         |   |
|       |                                        | Robert  Raymond, its sole member |

 

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|       | **RCH ENERGY MLP FUND-A LP**                     |
|------------|--------------------------------------------------|
|       | ** **                                       |
|       | By:                                              | RCH Energy MLP Fund GP,  LP,  its general partner |
|       |                                             |   |
|       | By:                                              | RR Advisors, LLC,  its general partner |
|       |                                             |   |
|       |                                             |   |
|       | By:                                              |   |
|       |                                             | Robert  Raymond, its sole member |
|       |                                             |
|       |                                             |
| ** ** | **TORTOISE  ENERGY  INFRASTRUCTURE CORPORATION** |
|       |                                             |
|       |                                             |
|       | By:                                              |   |
|       |                                             | Name: | David  J. Schulte |
|       |                                             | Title: | President |
|       |                                             |
|       |                                             |
| ** ** | **TORTOISE  ENERGY CAPITAL  CORPORATION**        |
|       |                                             |
|       |                                             |
|       | By:                                              |   |
|       |                                             | Name: | David  J. Schulte |
|       |                                             | Title: | President |
|       |                                             |
|       |                                             |
| ** ** | **ENERGY  INCOME AND GROWTH  FUND**              |
|       |                                             |
|       |                                             |
|       | By:                                              |   |
|       |                                             | Name: |   |
|       |                                             | Title: |   |

 

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| ** ** | **FIDUCIARY/CLAYMORE  MLP  OPPORTUNITY FUND**                       |
|------------|---------------------------------------------------------------------|
|       |                                                                |
|       |                                                                |
|       | By:                                                                 |   |
|       |                                                                |
|       |                                                                |
|       | **GOLDMAN, SACHS & CO.**On behalf of Principal Strategies Group |
|       |                                                                |
|       |                                                                |
|       | By:                                                                 |   |
|       |                                                                | Name: |   |
|       |                                                                | Title: |   |
|       |                                                                |
|       |                                                                |
| ** ** | **ALERIAN  OPPORTUNITY PARTNERS  LP**                               |
|       |                                                                |
|       |                                                                |
|       | By:                                                                 |   |
|       |                                                                | Name: |   |
|       |                                                                | Title: |   |
|       |                                                                |
|       |                                                                |
|       | **ALERIAN CAPITAL PARTNERS LP**                                     |
|       | ** **                                                          |
|       |                                                                |
|       | By:                                                                 |   |
|       |                                                                | Name: |   |
|       |                                                                | Title: |   |
|       |                                                                |
|       |                                                                |
|       | **STROME MLP FUND, L.P.**                                           |
|       | ** **                                                          |
|       | By:                                                                 | Strome Investment  Management, L.P.,  its general partner |
|       |                                                                |   |
|       |                                                                |   |
|       | By:                                                                 |   |
|       |                                                                | Name: | Jeffrey  Lambert |
|       |                                                                | Title: | Chief  Operating Officer |

 

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|   | **STROME ALPHA, LP**         |
|--------|------------------------------|
|   | ** **                   |
|   | By:                          | Strome Investment  Management, L.P.,  its general partner |
|   |                         |   |
|   |                         |   |
|   | By:                          |   |
|   |                         | Name: | Jeffrey  Lambert |
|   |                         | Title: | Chief  Operating Officer |
|   |                         |
|   |                         |
|   | **STROME FAMILY FOUNDATION** |
|   | ** **                   |
|   |                         |
|   | By:                          |   |
|   |                         | Name: | Jeffrey  Lambert |
|   |                         | Title: | Treasurer  and Secretary |

 

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