REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this Agreement), is made as of November 30, 2020 between Lonestar Resources US Inc., a Delaware corporation (the Company), and the Holders (as defined below) party hereto from time to time. Capitalized terms used but not otherwise defined herein shall have the meanings set forth for such terms in Section 1 hereof.
WHEREAS, (a) on September 30, 2020, the Company and certain of its Subsidiaries filed voluntary petitions for relief in the United States Bankruptcy Court for the Southern District of Texas (the Bankruptcy Court), commencing cases under Chapter 11 of title 11 of the United States Code, (b) on November 12, 2020, the Bankruptcy Court entered an order (In re Lonestar Resources US Inc., et al., No. 20-34805) (the Confirmation Order) confirming the Joint Prepackaged Plan of Reorganization for Lonestar Resources US Inc. and its Affiliate Debtors under Chapter 11 of the Bankruptcy Code (as confirmed, including any amendments and supplements thereto, the Plan), and (c) the Effective Date of the Plan (under and as defined therein, the Effective Date) is occurring as of the date of this Agreement;
WHEREAS, pursuant to the Plan and the Confirmation Order, on the Effective Date, (a) the holders of Prepetition Notes Claims (as defined in the Plan) received or became (or contemporaneously herewith receive or become) entitled to receive, in partial satisfaction of such claims, shares of the Companys newly issued Common Stock, par value $0.001 per share and (b) the Warrants were issued to certain holders of Allowed Prepetition RBL Claims (as defined in the Plan) who are entitled to receive, in partial satisfaction of the Prepetition RBL Claims (as defined in the Plan), the New Warrants (pursuant to and as defined in the Plan); and
WHEREAS, Section V(I) of the Plan provides that, as of the Effective Date, the Company and each of the parties that receives or becomes entitled to receive shares of Common Stock or Warrants under the Plan and desires to do so shall enter into a registration rights agreement on the terms specified in the Plan, and in furtherance thereof the Company and the Holders are entering into this Agreement.
NOW, THEREFORE, in consideration of the mutual premises set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
(a) Certain Defined Terms. As used in this Agreement, unless the context requires a different meaning, the following terms shall have the following meanings:
Action has the meaning specified in Section 6(c).
Adverse Effect has the meaning specified in Section 2(f).
Affiliate means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the specified Person, and shall also include (i) any Related Fund of such Person and (ii) in the case