October 6, 2021
BofA Securities, Inc.
One Bryant Park
New York, New York 10036
As Representative of the Initial Purchasers set forth in Schedule I to the Purchase Agreement
Ladies and Gentlemen:
Reference is made to the Purchase Agreement (the Purchase Agreement) dated July 27, 2021 initially among Penn Virginia Escrow LLC, a limited liability company organized under the laws of Delaware (the Escrow Issuer), Penn Virginia Holdings, LLC, a limited liability company organized under the laws of Delaware (the Company), the Company Guarantors (as defined and named therein) and BofA Securities, Inc., as representative (the Representative) of the several initial purchasers named in Schedule 1 thereto (the Initial Purchasers), concerning the purchase of the Notes (as defined in the Purchase Agreement) from the Escrow Issuer by the Initial Purchasers. Capitalized terms used herein but not defined herein shall have the meanings assigned to such terms in the Purchase Agreement.
Lonestar Resources US Inc., a Delaware corporation, together with its subsidiaries identified in Schedule 1 hereto (collectively, the Lonestar Guarantors), each agrees that this Joinder Agreement is being executed and delivered promptly upon the consummation of the Acquisition.
1. Joinder. Each Lonestar Guarantor hereby agrees to be bound by the terms, conditions and other provisions of the Purchase Agreement with all attendant rights, duties and obligations stated therein, with the same force and effect as if it was originally named as a Guarantor, therein and as if such Lonestar Guarantor executed the Purchase Agreement on the date thereof.
2. Representations, Warranties and Agreements of the Lonestar Guarantors. Each Lonestar Guarantor represents and warrants to, and agrees with, the several Initial Purchasers on and as of the date hereof that:
(a) such Lonestar Guarantor has the corporate or organizational power and authority to execute, deliver and perform this Joinder Agreement and to consummate the transactions contemplated hereby and this Joinder Agreement has been duly authorized, executed and delivered by such Lonestar Guarantor;
(b) the representations, warranties and agreements of such Lonestar Guarantor set forth in the Purchase Agreement are true and correct on and as of the Closing Date.