UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 26, 2016

 

 

Lonestar Resources US Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

Delaware

 

001-37670

 

81-0874035

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

600 Bailey Avenue, Suite 200

Fort Worth, Texas 76107

(Address of principal executive office) (Zip Code)

(817) 921-1889

(Registrants’ telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 


 

Item 1.01 Entry into a Material Definitive Agreement.

Repurchase Facilitation Agreement

On October 26, 2016, effective September 29, 2016, Lonestar Resources US, Inc. (the “Company”), by and on behalf of itself and certain of its subsidiaries, entered into an Amended and Restated Facilitation Agreement (the “Amended and Restated Agreement”) with Seaport Global Securities LLC, a Delaware limited liability company (“Seaport Global”).  Pursuant to the Amended and Restated Agreement, Seaport Global has agreed to provide the Company with financing (“Gap Financing”) from time to time in connection with the repurchase of 8.75% senior notes due 2019 (the “2019 Notes”) issued by Lonestar Resources America, Inc., a wholly owned subsidiary of the Company, to be acquired by Seaport Global on the Company’s behalf in one or more open market purchases.  

The Amended and Restated Agreement amends and restates that certain Facilitation Agreement entered into on September 29, 2016 (the “Original Agreement”), between the Company and Seaport Global, which was previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on October 5, 2016.  Other than as provided below, the terms of the Amended and Restated Agreement are substantially the same to those set forth in the Original Agreement.

Under the Amended and Restated Agreement, the Company will repay Seaport Global for Gap Financing, concurrently with the consummation of a public equity offering (the “Public Offering”) by the Company of its Class A common stock (“Common Stock”), in an amount of cash (the “Cash Payment Amount”) equal to (i) one hundred five percent (105%) of the amount of the Gap Financing if paid before December 31, 2016 and (ii) one hundred eleven and one tenth percent (111.1%) of the amount of Gap Financing if paid on or after January 1, 2017.  

To the extent that the Company is unwilling or otherwise unable to consummate the Public Offering, the Company shall issue up to the Share Cap (as defined below) in shares of Common Stock in an amount equal to the purchase price of any 2019 Notes the repurchase of which is financed by Seaport Global, divided by (i) with respect to any financing prior to the approval of any such issuance by holders of a majority of the issued and outstanding shares of Common Stock (“Stockholder Approval”), 90% of the closing price of the Common Stock on September 28, 2016 and (ii) with respect to any financing subsequent to the Stockholder Approval of shares, 90% of the closing price of the Common Stock on the most recently completed trading date prior to the date that shares of Common Stock are delivered to Seaport Global.  The number of shares of Common Stock that the Company may issue to Seaport Global under the Facilitation Agreement (the “Share Cap”) is limited to the lesser of (a) 460,000 shares of Common Stock and (b) a number of shares of Common Stock that would, as a result of the issuance thereof to Seaport Global, cause EF Realisation, the Company’s majority stockholder (the “EF Realisation”), to hold less than a majority of the issued and outstanding shares of Common Stock.

This description of the Amended and Restated Agreement does not purport to be a complete description and is qualified in its entirety by reference to the Amended and Restated Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Board Representation Agreement

On October 26, 2016, the Company entered into a Board Representation Agreement (“Board Representation Agreement”) with EF Realisation. Under the Board Representation Agreement, for as long as EF Realisation owns 15% or more of the issued and outstanding shares of Common Stock, it has the right to nominate up to, but no more than, two directors (each, a “Designee”) to serve on the board of directors of the Company (the “Board”), and for as long as EF Realisation owns at least 10% but less than 15% of the issued and outstanding Common Stock, it has the right to nominate up to, but no more than, one Designee to serve on the Board.  One Designee, as directed by EF Realisation, shall serve on each committee of the Board provided that such appointment would not contravene any applicable rule of the NASDAQ Stock Market or the Commission.

This description of the Board Representation Agreement does not purport to be a complete description and is qualified in its entirety by reference to the Board Representation Agreement, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

 

 


 

Registration Rights Agreement

On October 26, 2016, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) with EF Realisation.

Pursuant to the Registration Rights Agreement, subject to certain limitations, the Company agreed to register for resale Common Stock held by EF Realisation or certain of its affiliates (“EF Realisation Stock”).  The Company agreed to file a registration statement (the “Registration Statement”) providing for the resale of EF Realisation Stock no later than the earlier of (the “Filing Deadline”): (i) October 26, 2017, and (ii) 30 days after the date the Company first becomes eligible to file a registration statement on Form S-3.  The Company agreed to cause the Registration Statement to become effective no later than 120 days after the Filing Deadline.

If a Registration Statement is not effective on or prior to the Filing Deadline, EF Realisation will have certain demand registration rights. Subject to certain exceptions, if at any time the Company proposes to register an offering of equity securities or conduct an underwritten offering of its Common Stock, whether or not for its own account, then the Company must notify EF Realisation of such proposal to allow them to include a specified number of their shares of Common Stock in that registration statement or underwritten offering, as applicable.

The registration rights provided under the Registration Rights Agreement are be subject to certain conditions and limitations. The Company will generally pay all registration expenses in connection with its obligations under the Registration Rights Agreement, regardless of whether a registration statement is filed or becomes effective.

The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.

Item 3.02 Unregistered Sales of Equity Securities.

Pursuant to the Amended and Restated Facilitation Agreement, the Company may issue Common Stock to Seaport Global, in an amount equal to the Share Cap, in one or more private transactions exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.  

Item 3.03 Material Modification to Rights of Security Holders.

The information provided in Item 1.01 hereto under the heading “Registration Rights Agreement” is incorporated by reference into this Item 3.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

 

 

Exhibit
Number

  

Description

 

 

4.1

 

Registration Rights Agreement, dated October 26, 2016, between Lonestar Resources US Inc. and EF Realisation Company Limited.

 

10.1

  

Amended and Restated Repurchase Facilitation Agreement, effective September 29, 2016, between Lonestar Resources US Inc. and Seaport Global Securities, LLC.

 

10.2

 

Board Representation Agreement, dated October 26, 2016, between Lonestar Resources US Inc. and EF Realisation Company Limited.

 

 


 

 


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

 

 

Lonestar Resources US Inc.

 

 

 

Dated: November 1, 2016

 

By:

 

/s/ Frank D. Bracken III

 

 

 

 

Name:

 

Frank D. Bracken III

 

 

 

 

Title:

 

Chief Executive Officer


 

 


 

EXHIBIT INDEX

 

 

 

Exhibit
Number

  

Description

 

 

4.1

 

Registration Rights Agreement, dated October 26, 2016, between Lonestar Resources US Inc. and EF Realisation Company Limited.

 

10.1

  

Amended and Restated Repurchase Facilitation Agreement, effective September 29, 2016, between Lonestar Resources US Inc. and Seaport Global Securities LLC.

 

10.2

 

Board Representation Agreement, dated October 26, 2016, between Lonestar Resources US Inc. and EF Realisation Company Limited.

 

 

 

 

EX. 4.1

 

Execution Version

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this " Agreement ") is made and entered into as of October 26, 2016 between LONESTAR RESOURCES US INC., a Delaware corporation (the " Company ") and EF REALISATION COMPANY LIMITED, a Guernsey company (" EFR ").

WHEREAS, the Stockholder, through its wholly-owned subsidiary EFR GUERNSEY HOLDING LIMITED, a Guernsey company (the "Initial Holder"), indirectly  holds 4,174,259 shares of Common Stock (as defined below) and is a majority stockholder of the Company;

WHEREAS, the Company desires to control and manage the process by which the Initial Holder may sell its Common Stock and reduce its ownership position in the Company; and

WHEREAS, the Company has agreed to provide the registration and other rights set forth in this Agreement for the benefit of EFR and its transferees and assigns.

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

ARTICLE I.

DEFINITIONS

Section 1.01 Definitions. The terms set forth below are used herein as so defined:

" Adverse Effect " has the meaning given to such term in Section 2.03(c) .

" Affiliate " means, with respect to a specified Person, any other Person, directly or indirectly controlling, controlled by, or under direct or indirect common control with such specified Person. For the purposes of this definition, "control" means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

" Agreement " has the meaning given to such term in the introductory paragraph.

" Commission " has the meaning given to such term in Section 1.02 .

" Common Stock " means the Class A Voting Common Stock, par value $0.001 per share, of the Company.

" Company " has the meaning given to such term in the introductory paragraph.

" Effectiveness Deadline " has the meaning given to such term in Section 2.01(a) .

" Effectiveness Period " has the meaning given to such term in Section 2.01(a) .

" Exchange Act " means the Securities Exchange Act of 1934, as amended.

" Filing Deadline " has the meaning given to such term in Section 2.01(a) .

" Holder " means the Initial Holders and each of their respective transferees and assigns, in each case, for so long as each such Person is a record holder of any Registrable Securities.

" Initial Holder " has the meaning given to such term in the introductory paragraph.

" Losses " has the meaning given to such term in Section 2.07(a) .

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US-DOCS\71973000.3


 

" Person " means any individual, corporation, partnership, voluntary association, partnership, joint venture, trust, limited liability partnership, unincorporated organization, government or any agency, instrumentality or political subdivision thereof, or any other form of entity.

" Piggyback Notice " has the meaning given to such term in Section 2.03(a) .

" Piggyback Registration Statement " has the meaning given to such term in Section 2.03(a) .

" Primary Managing Underwriter " means, with respect to any Underwritten Offering pursuant to Section 2.03 , the lead book-running manager of such Underwritten Offering.

" Registrable Securities " means (i) the aggregate number of shares of Common Stock held by the Initial Holder as of the date hereof.

" Registration Expenses " has the meaning given to such term in Section 2.06(b) .

" Registration Statement " means a Shelf Registration Statement, Secondary Offering Registration Statement, Piggyback Registration Statement or other registration statement required pursuant hereto, as applicable.

" Secondary Managing Underwriter " means, with respect to any Underwritten Offering pursuant to Section 2.02 , the lead book-running manager of such Underwritten Offering.

" Secondary Offering " has the meaning given to such term in Section 2.02(a) .

" Secondary Offering Registration Statement " has the meaning given to such term in Section 2.02(a) .

" Securities Act " means the Securities Act of 1933, as amended.

" Selling Expenses " has the meaning given to such term in Section 2.06(b) .

" Selling Holder " means a Holder who is selling Registrable Securities pursuant to a registration statement.

" Shelf Registration Statement " has the meaning given to such term in Section 2.01(a) .

" Underwritten Offering " means an offering in which shares of Common Stock are sold to an underwriter on a firm commitment basis for reoffering to the public or an offering that is a "bought deal" with one or more investment banks.

Section 1.02 Registrable Securities . Any Registrable Security will cease to be a Registrable Security (a) at the time a Registration Statement covering such Registrable Security has been declared effective by the Securities and Exchange Commission (the " Commission " ), or otherwise has become effective, and such Registrable Security has been sold or disposed of pursuant to such Registration Statement; (b) at the time such Registrable Security has been disposed of pursuant to Rule 144 (or any similar provision then in effect) under the Securities Act; (c) if such Registrable Security is held by the Company or one of its subsidiaries; or (d) at the time such Registrable Security has been sold in a private transaction in which the transferor's rights under this Agreement are not assigned to the transferee of such securities.

ARTICLE H.

REGISTRATION RIGHTS

Section 2.01 Shelf Registration .

(a) The Company shall use its commercially reasonable efforts to prepare and file with the Commission a registration statement under the Securities Act providing for the resale of the Registrable Securities as permitted by Rule 415 of the Securities Act with respect to all of the Holders (the " Shelf Registration Statement ") no later than the earlier of (i) the one year anniversary of  the execution of this Agreement, (ii) the filing by the Company of any registration statement under the Securities Act providing for the resale of Common Stock as permitted by Rule 415 of the Securities Act, and (iii) 30 days after the date the Company first

 


 

becomes eligible to use a Form S-3 (the " Filing Deadline "). The Company shall use its reasonable best efforts to cause the Shelf Registration Statement to be declared effective by the Commission as soon as reasonably practicable after the initial filing of the Shelf Registration Statement, but in any event no later than one hundred and twenty (120) days of the Filing Deadline (the " Effectiveness Deadline "). The Shelf Registration Statement shall provide for the resale pursuant to any method or combination of methods legally available to, and requested by, the Holders of any and all Registrable Securities covered by such Shelf Registration Statement. The Company shall use its commercially reasonable efforts to cause the Shelf Registration Statement filed pursuant to this Section 2.01 to be continuously effective, supplemented and amended to the extent necessary to ensure that it is available for the resale of all Registrable Securities by the Holders until all Registrabl e Securities covered by such Shelf Registration Statement have ceased to be Registrable Securities (the " Effectiveness Period "). The Shelf Registration Statement when effective (and the documents incorporated therein by reference) shall comply as to form i n all material respects with all applicable requirements of the Securities Act and shall not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misle ading. As soon as practicable following the date that the Shelf Registration Statement becomes effective, but in any event within two (2) business days of such date, the Company shall provide the Holders with written notice of the effectiveness of the Shel f Registration Statement. Once a Holder's Registrable Securities become eligible for resale without restriction and without the need for current public information pursuant to any section of Rule 144 (or any similar provision then in effect) under the Secu rities Act, assuming the Holder of such Registrable Securities is not an affiliate (as defined in Rule 144(a)(1) under the Securities Act) of the Company, such Holder may, at any time, request that the Company take such steps as are reasonably necessary to deregister such Holder's Registrable Securities and in connection therewith, such Holder's rights under this Agreement shall all be terminated, including without limitation the right to demand an Underwritten Offering and the right to participate in a Pig gyback Registration and, further, such Holder shall no longer be subject to any obligations under this Agreement, including specifically but not limited to the obligation to enter into letter agreements with underwriters pursuant to Section 2.10 .

(b) Notwithstanding anything to the contrary contained herein, the Company may, upon written notice to any Selling Holder whose Registrable Securities are included in a Shelf Registration Statement, suspend such Selling Holder's use of any prospectus which is a part of such Shelf Registration Statement (in which event the Selling Holder shall suspend sales of the Registrable Securities pursuant to such Shelf Registration Statement) if (i) the Company is pursuing an acquisition, merger, reorganization, disposition or other similar transaction and the Company determines in good faith that the Company's ability to pursue or consummate such a transaction would be materially and adversely affected by any required disclosure of such transaction in such Shelf Registration Statement or (ii) the Company has experienced some other material non-public event, the disclosure of which at such time, in the good faith judgment of the Company, would materially and adversely affect the Company; provided, however, that in no event shall the Selling Holders be suspended from selling Registrable Securities pursuant to such Shelf Registration Statement for a period that exceeds an aggregate of forty-five (45) days in any 90-day period or ninety (90) days in any 365-day period. Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice to the Selling Holders whose Registrable Securities are included in such Shelf Registration Statement, and shall promptly terminate any suspension of sales it has put into effect and shall take such other actions necessary or appropriate to permit registered sales of Registrable Securities as contemplated in this Agreement.

Section 2.02 Underwritten Offerings .

(a) Request for a Secondary Offering . If the Company fails to have a Shelf Registration Statement declared effective on or prior to the Effectiveness Deadline, then on or prior to the fifth (5th) anniversary of the date hereof, if the Holders elect to dispose of all of their Registrable Securities pursuant to an Underwritten Offering, the Company shall, upon the written request by such Holder, use its commercially reasonable efforts to (i) retain underwriters in order to permit such Holders to effect such sale through an Underwritten Offering (a " Secondary Offering "); (ii) if a registration statement is not then already available and effective, prepare and file with the Commission a registration statement under the Securities Act providing for a Secondary Offering as permitted by Rule 415 of the Securities Act with respect to such Registrable Securities (a " Secondary Offering Registration  Statement "); and (iii) cause such Secondary Offering Registration Statement to be declared effective. The obligation of the Company to retain underwriters shall include the preparation and entry into an underwriting agreement, in customary form, with the Secondary Managing Underwriter and other underwriters, if any, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.07 and customary lock-up provisions for the Company and its directors and officers. The Company shall take all reasonable actions as requested by the Secondary Managing Underwriter or other underwriters (if any) to expedite or facilitate the disposition of such Registrable Securities, including causing its management to participate in a "roadshow" or similar marketing efforts.

 


 

(b) Limitation on Offerings . In no event shall the Company be required hereunder to participate in more than two Secondary Offerings pursuant to the terms hereof, and in any event, no more than one Secondary Offering in any 6-month period; provided that, if a Secondary Offering is commenced but terminated prior to the pricing thereof for any reason, the Company shal l be required to participate in an additional Secondary Offering pursuant to the terms hereof.

(c) Selection of Secondary Managing Underwriter . In connection with any Secondary Offering under this Agreement, the Secondary Managing Underwriter shall be selected by the Holders holding a majority of the Registrable Securities proposed to be sold in such Underwritten Offering, which underwriter shall be reasonably acceptable to the Company.

(d) Withdrawal. I f any Selling Holder disapproves of the terms of a Secondary Offering, such Person may elect to withdraw its request that the Company undertake such offering by written notice to the Company; provided, however, that such withdrawal must be made at a time prior to the time of pricing of such offering. No such withdrawal shall affect the Company's obligation to pay Registration Expenses, if applicable.

Section 2.03 Piggyback Rights .

(a) Participation . So long as any Holder has Registrable Securities, if the Company proposes to file, whether for its own account or for the account of the Holders: (i) a shelf registration statement (other than the Shelf Registration Statement contemplated by Section 2.01 ) or (ii) a registration statement other than a shelf registration statement (other than a registration statement on Form S-4 or S-8 or any successor forms thereto) (each of (i) and (ii), a " Piggyback Registration Statement "), then the Company shall give prompt written notice (a " Piggyback Notice ") (including notice by electronic mail) to each Holder regarding such proposed registration, and such notice shall offer such Holders the opportunity to include in such Piggyback Registration Statement such number of Registrable Securities as each such Holder may request. Each Piggyback Notice shall specify, at a minimum, the number and type of securities proposed to be registered, the proposed date of filing of such Piggyback Registration Statement with the Commission, the proposed means of distribution, the proposed Primary Managing Underwriter and other underwriters (if any and if known) and a good faith estimate by the Company of the proposed minimum offering price of such securities. Each such Holder shall make such request in writing to the Company (including by electronic mail) within five (5) business days (or one (1) business day in connection with any overnight or bought Underwritten Offering) after the receipt of any such Piggyback Notice, which request shall specify the number of Registrable Securities intended to be disposed of by such Holder or the number of Registrable Securities such Holder intends to have redeemed by the Company, and, subject to the terms and conditions of this Agreement, the Company shall use its reasonable best efforts to include in such Piggyback Registration Statement all Registrable Securities held by such Holders; provided, that if, at any time after giving written notice of its intention to file a Piggyback Registration Statement and prior to the effective date of such Piggyback Registration Statement, the Company shall determine for any reason not to have such Piggyback Registration Statement be declared effective, the Company may, at its election, give written notice of such determination within five (5) business days thereof to each Holder of Registrable Securities and, thereupon, shall not be obligated to register any Registrable Securities in connection with such Piggyback Registration Statement (but shall nevertheless pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of the Holders of Registrable Securities that a registration be effected under Section 2.01 or Section 2.02 .

(b) Selection of Primary Managing Underwriter. In connection with any Underwritten Offering under this Section 2.03 , the Primary Managing Underwriter shall be selected by the Company, which Primary Managing Underwriter shall be reasonably acceptable to the Selling Holders.

(c) Priority . If in connection with an Underwritten Offering pursuant to this Section 2.03 , the Primary Managing Underwriter shall advise the Company that, in its reasonable opinion, the number of securities requested and otherwise proposed to be included in such Underwritten Offering, including any shares of Common Stock elected to be sold by Leucadia National Corporation pursuant to its registration rights, exceeds the number which can be sold in such offering without an adverse effect on the price, timing or distribution of the securities to be offered (an " Adverse Effect "), then the Company shall include in such Underwritten Offering the number of Registrable Securities that such Primary Managing Underwriter advises the Company can be sold without having such Adverse Effect, with such number to be allocated (i) first to the Company and (ii) second, to Leucadia National Corporation, (iii) and if any, the number of included Registrable Securities that, in the opinion of such Primary Managing Underwriter, can be sold without having such Adverse Effect, with such number to be allocated pro rata among the Holders that have requested to participate in such Underwritten Offering based on the relative number of Registrable Securities then held by each such Holder (provided that

 


 

any securities thereby allocated to a Holder that exceed such Holder's request shall be reallocated among the remaining requesting Holder s in like manner).

Section 2.04 Sale Procedures . In connection with its obligations under this Article II, the Company will, as expeditiously as possible:

(a) prepare and file with the Commission such amendments and supplements to any Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Registration Statement effective for the Effectiveness Period and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such Registration Statement;

(b) If a prospectus supplement, offering memorandum or similar marketing document will be used in connection with the marketing of a Secondary Offering and the Secondary Managing Underwriter notifies the Company in writing that, in the sole judgment of such Secondary Managing Underwriter, inclusion of detailed information in such prospectus supplement is of material importance to the success of such offering, the Company shall use its commercially reasonable efforts to include such information in such prospectus supplement, offering memorandum or similar marketing document;

(c) furnish to each Selling Holder (i) as far in advance as reasonably practicable before filing any Registration Statement or any supplement or amendment thereto, upon request, copies of reasonably complete drafts of all such documents proposed to be filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission) or use of a similar marketing instrument, and provide each such Selling Holder the opportunity to object to any information pertaining to such Selling Holder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Selling Holder with respect to such information prior to filing the Registration Statement or supplement or amendment thereto or use of a similar marketing instrument, and (ii) such number of copies of the Registration Statement and the prospectus included therein and any supplements and amendments thereto or similar marketing instrument as such Persons may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities covered by the Registration Statement;

(d) if applicable, use its commercially reasonable efforts to register or qualify the Registrable Securities covered by the Registration Statement under the securities or blue sky laws of such jurisdictions as the Selling Holders or, in the case of a Secondary Offering, the Secondary Managing Underwriter, shall reasonably request; provided, however, that the Company will not be required to qualify generally to transact business in any jurisdiction where it is not then required to so qualify or to take any action that would subject it to general service of process in any jurisdiction where it is not then so subject;

(e) promptly notify each Selling Holder and, if applicable, any Secondary Managing Underwriter, at any time when a prospectus is required to be delivered under the Securities Act, of (i) the filing of the Registration Statement or any prospectus or prospectus supplement to be used in connection therewith, or any amendment or supplement thereto, and, with respect to such Registration Statement or any post-effective amendment thereto, when the same has become effective; and (ii) any written comments from the Commission with respect to any filing referred to in clause (i) and any written request by the Commission for amendments or supplements to the Registration Statement or any prospectus or prospectus supplement thereto;

(f) promptly notify each Selling Holder and, if applicable, any Secondary Managing Underwriter, at any time when a prospectus is required to be delivered under the Securities Act, of (i) the happening of any event as a result of which the prospectus or prospectus supplement contained in the Registration Statement or any post-effective amendment thereto, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of any prospectus contained therein, in the light of the circumstances under which a statement is made); (ii) the issuance or threat of issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, or the initiation of any proceedings for that purpose; or (iii) the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the applicable securities or blue sky laws of any jurisdiction. Following the provision of such notice, the Company agrees to, as promptly as practicable, amend or supplement the prospectus or prospectus supplement or take other appropriate action so that the prospectus or prospectus supplement does not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing and to take such other reasonable action as is necessary to remove a stop order, suspension, threat thereof or proceedings related thereto;

 


 

(g) upon a Selling Holder's request and subject to appropriate confidentiality obligations, furnish to each Selling Holder copies of any and all transmittal letters or other correspondence with the Commission or any other governmental agency or self-regulatory body or other body having jurisdiction (including any domestic or foreign securities exchange) relating to any offering of Registrable Secur ities;

(h) in the case of an Underwritten Offering, Secondary Offering, furnish upon request, (i) a 10b-5 disclosure letter and an opinion of counsel for the Company dated the date of the closing under the underwriting agreement or purchase agreement, as applicable and (ii) a "comfort" letter, dated the pricing date of such offering (to the extent available) and a letter of like kind dated the date of the closing under the underwriting agreement or purchase agreement, as applicable, in each case, signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference into the applicable Registration Statement, and each of the opinion and the "comfort" letter shall be in customary form and covering substantially the same matters with respect to such Registration Statement (and the prospectus and any prospectus supplement included therein) as have been customarily covered in opinions of issuer's counsel and in accountants' letters delivered to the underwriters or placement agents in public offerings or private placements, as applicable, of securities by the Company and such other matters as the Secondary Managing Underwriter or Selling Holders, as applicable, may reasonably request;

(i) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable, an earnings statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder;

(j) make available to the appropriate representatives of the Selling Holders or the Secondary Managing Underwriter, if any, access to such information and Company personnel as is reasonable and customary to enable such parties to establish a due diligence defense under the Securities Act;

(k) use its commercially reasonable efforts to cause all Registrable Securities registered pursuant to this Agreement to be listed on each securities exchange or nationally recognized quotation system on which similar securities issued by the Company are then listed;

(1) use its commercially reasonable efforts to cause the Registrable Securities to be registered with or approved by such other governmental agencies or authorities as may be necessary by virtue of the business and operations of the Company to enable the Selling Holders to consummate the disposition of the Registrable Securities;

(m) provide a transfer agent and registrar for all Registrable Securities covered by any Registration Statement not later than the effective date of such Registration Statement; and

(n) enter into customary agreements and take such other actions as are reasonably requested by the Selling Holders or the Secondary Managing Underwriter, if any, in order to expedite or facilitate the disposition of the Registrable Securities.

Each Selling Holder, upon receipt of notice from the Company of the happening of any event of the kind described in subsection (f) of this Section 2.04 , shall forthwith discontinue disposition of the Registrable Securities by means of a prospectus or prospectus supplement until such Selling Holder's receipt of the copies of the supplemented or amended prospectus contemplated by subsection (f) of this Section 2.04 or until it is advised in writing by the Company that the use of the prospectus may be resumed, and has received copies of any additional or supplemental filings incorporated by reference in the prospectus.

Section 2.05 Cooperation by Holders . The Company shall have no obligation to include in a Registration Statement, Registrable Securities of a Selling Holder who has failed to timely furnish such information that, in the opinion of counsel to the Company, is reasonably required in order for a registration statement or prospectus supplement, as applicable, to comply with the Securities Act.

Section 2.06 Expenses .

(a) Expenses. The Company will pay all reasonable Registration Expenses of any Registration Statement, any Underwritten Offering, or any Secondary Offering, regardless of whether any sale of Registrable Securities is consummated. Each Selling Holder shall pay all Selling Expenses in connection with any sale of its Registrable Securities hereunder.

 


 

(b) Certain Defi nitions. " Registration Expenses " means all expenses incident to the Company's performance under or compliance with this Agreement to effect the registration of Registrable Securities on any Registration Statement and the disposition of Registrable Securiti es covered thereby, including, without limitation, all registration, filing, securities exchange listing and securities exchange fees, all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws, fees o f the Financial Industry Regulatory Authority, fees of transfer agents and registrars, all word processing, duplicating and printing expenses, any transfer taxes, any fees and disbursements of counsel and independent public accountants for the Company, inc luding the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, any expenses of any "road shows." " Selling Expenses " means all underwriting discounts and selling commissions or placement agenc y fees applicable to the sale of Registrable Securities, and all attorneys' fees incurred by Holders in connection with the exercise of such Holders' rights hereunder.

Section 2.07 Indemnification.

(a) By the Company. In the event of a registration of any Registrable Securities under the Securities Act pursuant to this Agreement, the Company will indemnify and hold harmless each Selling Holder participating therein, its directors, officers, employees and agents, and each Person, if any, who controls such Selling Holder within the meaning of the Securities Act and the Exchange Act, and its directors, officers, employees or agents, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees and expenses) (collectively, "Losses"), joint or several, to which such Selling Holder, director, officer, employee, agent or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in light of the circumstances under which such statement is made) contained in the Registration Statement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and will reimburse each such Selling Holder, its directors, officers, employee and agents, and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings as such expenses are incurred; provided, however, that the Company will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Selling Holder, its directors, officers, employees and agents or such controlling Person in writing specifically for use in the Registration Statement, or prospectus or any amendment or supplement thereto, as applicable. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Selling Holder or any such directors, officers, employees agents or controlling Person, and shall survive the transfer of such securities by such Selling Holder.

(b) By Each Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, its directors, officers, employees and agents and each Person, if any, who controls the Company within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in the Registration Statement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.

(c) Notice . Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifying party shall not relieve it from any liability that it may have to any indemnified party other than under this Section 2.07 . In any action brought against any indemnified party, it shall notify the indemnifying party of the commencement thereof The indemnifying party shall be entitled to participate in and, to the extent it shall wish, to assume and undertake the defense thereof with counsel reasonably satisfactory to such indemnified party and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 2.07 for any legal expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation and of liaison with counsel so selected; provided, however, that, (i) if the

 


 

indemnifying party has failed to assume the defen se or employ counsel reasonably acceptable to the indemnified party or (ii) if the defendants in any such action include both the indemnified party and the indemnifying party and counsel to the indemnified party shall have concluded that there may be reaso nable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying p arty, then the indemnified party shall have the right to select a separate counsel and to assume such legal defense and otherwise to participate in the defense of such action, with the reasonable expenses and fees of such separate counsel and other reasona ble expenses related to such participation to be reimbursed by the indemnifying party as incurred. Notwithstanding any other provision of this Agreement, no indemnified party shall settle any action brought against it with respect to which such indemnified party is entitled to indemnification hereunder without the consent of the indemnifying party, unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from all liability of, the indemnifying pa rty and further, no indemnifying party shall settle any action brought against any indemnified party with respect to which such indemnified party is entitled to indemnification hereunder without the consent of such indemnified party, unless the settlement thereof imposes no liability or obligation on, and includes a complete and unconditional release from all liability of, the indemnified party.

(d) Contribution. If the indemnification provided for in this Section 2.07 is held by a court or government agency of competent jurisdiction to be unavailable to any indemnified party or is insufficient to hold them harmless in respect of any Losses, then each indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of such indemnified party on the other in connection with the statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations; provided, however, that in no event shall the Selling Holder be required to contribute an aggregate amount in excess of the dollar amount of proceeds (net of Selling Expenses) received by such Selling Holder. The relative fault of the indemnifying party on the one hand and the indemnified party on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by such party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The amount paid by an indemnified party as a result of the Losses referred to in the first sentence of this paragraph shall be deemed to include any legal and other expenses reasonably incurred by such indemnified party in connection with investigating or defending any Loss that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of fraudulent misrepresentation.

(e) Other Indemnification . The provisions of this Section 2.07 shall be in addition to any other rights to indemnification or contribution that an indemnified party may have pursuant to law, equity, contract or otherwise.

Section 2.08 Rule 144 Reporting. With a view to making available the benefits of certain rules and regulations of the Commission that may permit the sale of the Registrable Securities to the public without registration, the Company agrees to use its commercially reasonable efforts to:

(a) make and keep public information regarding the Company available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times from and after the date hereof;

(b) file with the Commission in a timely manner all reports and other documents required of the Company under the Exchange Act at all times from and after the date hereof; and

(c) so long as a Holder owns any Registrable Securities, furnish to such Holder forthwith upon request a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as such Holder may reasonably request in availing itself of any rule or regulation of the Commission allowing such Holder to sell any such securities without registration.

Section 2.09 Transfer or Assignment of Registration Rights . The rights to cause the Company to register Registrable Securities granted to an Initial Holder by the Company under this Agreement may be transferred or assigned by such Initial Holder (i) to one or more transferees or assignees who are Affiliates of the Initial Holder of such Registrable Securities and (ii) to one or more transferees or assignees of at least five percent (5%) of the then outstanding shares of Common Stock; provided, however, that (a) the Company is

 


 

given written notice prior to any said transfer or assignment, stating the name and address of each such transferee or assignee and identifying the Registrable Securities with respect to which such registration rights are being transferred or assigned, and (b) each such transferee or assignee agrees to be bound by this Agreement.

Section 2.10 Restrictions on Public Sale by Holders of Registrable Securities . Each Holder who, along with its Affiliates, participates in an Underwritten Offering, agrees to enter into a customary letter agreement with underwriters providing such Holder will not effect any public sale or distribution of the Registrable Securities during the 180 calendar day period beginning on the date of a prospectus or prospectus supplement filed with the Commission with respect to the pricing of an Underwritten Offering, provided that (i) the duration of the foregoing restrictions shall be no longer than the duration of the shortest restriction generally imposed by the underwriters on the Company or the officers, directors or any other shareholder of the Company on whom a restriction is imposed, and (ii) among other customary exceptions, the Company shall use its commercially reasonable best efforts to cause such letter agreement to permit the sale or distribution of shares of Common Stock by the Holder or its Affiliates to entities that have agreed to be bound by the same restrictions for the remainder of such 180 calendar day period.

ARTICLE III.

MISCELLANEOUS

Section 3.01 Communications . All notices and other communications provided for or permitted hereunder shall be made in writing by electronic mail, courier service or personal delivery:

(a) if to EFR:

Ecofin Limited

Burdett House

15 Buckingham Street

London

WC2N 6DU

Attention: Martin Nègre

c/o John Murray, Chairman

 

(b) if to a transferee of the Holders, to such Holder at the address provided pursuant to Section 2.09 ; and

(c) if to the Company:

Lonestar Resources US Inc.
600 Bailey Avenue, Suite 200
Fort Worth, TX 76107
Attention: Frank D. Bracken DI
Chief Executive Officer

All such notices and communications shall be deemed to have been received at the time delivered by hand, if personally delivered; when receipt acknowledged, if sent via facsimile or sent via electronic mail; and when actually received, if sent by courier service or any other means.

Section 3.02 Successor and Assigns . This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including subsequent Holders of Registrable Securities to the extent permitted herein.

Section 3.03 Assignment of Rights . Except as provided in Section 2.09, neither this Agreement nor any portion of the rights and obligations of the Holders under this Agreement may be transferred or assigned by the Holders without the prior written consent of the Company.

Section 3.04 Recapitalization. Exchanges. Etc. Affecting the Registrable Securities . The provisions of this Agreement shall apply to the full extent set forth herein with respect to any and all securities of the Company or any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) that may be issued in respect of, in exchange for or in substitution of, the Registrable Securities, and

 


 

shall be appropriately adjusted for combinations, splits, re capitalizations, pro rata distributions and the like occurring after the date of this Agreement.

Section 3.05 Specific Performance . Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each party, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court of competent jurisdiction, enjoining any such breach, and enforcing specifically the terms and provisions hereof, and each of the parties hereto hereby waives any and all defenses it may have on the ground of lack of jurisdiction or competence of the court to grant such an injunction or other equitable relief. The existence of this right will not preclude any such party from pursuing any other rights and remedies at law or in equity that such party may have.

Section 3.06 Counterparts . This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement.

Section 3.07 Headings . The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.

Section 3.08 Governing Law . The laws of the State of New York shall govern this Agreement.

Section 3.09 Severability of Provisions . Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting or impairing the validity or enforceability of such provision in any other jurisdiction.

Section 3.10 Scope of Agreement . This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the 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 herein with respect to the rights granted by the Company set forth herein. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter.

Section 3.11 Amendment . This Agreement may be amended only by means of a written amendment signed by both the Company and the Holders of a majority of the then outstanding Registrable Securities; provided, however, that no such amendment shall materially and adversely affect the rights of any Holder hereunder without the consent of such Holder.

Section 3.12 No Presumption . If any claim is made by a party relating to any conflict, omission, or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this Agreement was prepared by or at the request of a particular party or its counsel.

Section 3.13 Aggregation of Registrable Securities . All Registrable Securities held or acquired by Persons who are Affiliates of one another shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.

Section 3.14 Obligations Limited to Parties to Agreement . Each of the parties hereto covenants, agrees and acknowledges that no Person other than the Company and the Holders shall have any obligation hereunder and that, notwithstanding that one or more of the Holders may be a corporation, partnership or limited liability company, no recourse under this Agreement or under any documents or instruments delivered in connection herewith or therewith shall be had against any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise by incurred by any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the Holders or any former, current or future director, officer, employee, agent, general or limited partner, manager, member, stockholder or Affiliate of any of the foregoing, as such, for any obligations of the Holders under this Agreement or any documents or instruments delivered in connection herewith or therewith or for any

 


 

claim based on, in respect of or by reason of such obligation or its creation, except in each case for any assignee of the Holders hereunder.

Section 3.15 Independent Nature of Purchaser's Obligations . The obligations of each Holder under this Agreement are several and not joint with the obligations of any other Holder, and no Holder shall be responsible in any way for the performance of the obligations of any other Holder under this Agreement. Nothing contained herein, and no action taken by any Holder pursuant thereto, shall be deemed to constitute the Holders as a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption that the Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Holder shall be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of this Agreement, and it shall not be necessary for any other Holder to be joined as an additional party in any proceeding for such purpose.

Section 3.16 Interpretation . All references to instruments, documents, contracts and agreements are references to such instruments, documents, contracts and agreements as the same may be amended, supplemented and otherwise modified from time to time, unless otherwise specified. The word "including" shall mean "including but not limited to." Whenever any determination, consent or approval is to be made or given by the Holders under this Agreement, such action shall be in the Holders' sole discretion unless otherwise specified.

Section 3.17 Limitation on Subsequent Registration Rights . From and after the date hereof, the Company shall not enter into any agreement with any current or future holder of any securities of the Company that would allow such current or future holder to require the Company to include securities in any Registration Statement on a basis other than expressly subordinate to the rights of, the Holders of Registrable Securities hereunder.

[Signature pages follow.]


 


 

IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.

LONESTAR RESOURCES US INC.

 

By: /s/ Frank D. Bracken III         
Name: Frank D. Bracken III
Title: Chief Executive Officer

EF REALISATION COMPANY LIMITED

 

By: /s/ Martin Nègre                    
Name: Martin Nègre
Title: Chairman

 

 

Ex. 10.1

 

Execution Version

AMENDED AND RESTATED REPURCHASE FACILITATION AGREEMENT

This amended and restated repurchase facilitation agreement (the “ Agreement ”) is made effective as of the 29th day of September, 2016, is by and between Seaport Global Securities LLC, a Delaware limited liability company (“ Seaport Global ”) and Lonestar Resources US Inc., a Delaware corporation (“ Lonestar ”), by and on behalf of itself and certain of its subsidiaries (collectively referred to together with Lonestar hereinafter as the “ Company ”), and supersedes and replaces in its entirety that certain Repurchase Facilitation Agreement dated September 29, 2016, between Seaport Global and the Company.  Each of Seaport Global, Lonestar and the Company are sometimes hereinafter referred to herein as a “ Party ” and collectively as the “ Parties .”

Whereas, Lonestar Resources Americas Inc. (“LRAI”), a Delaware corporation and wholly owned subsidiary of Lonestar, has currently outstanding its 8.750% Senior Notes due 2019 (the “ Notes ”), some or all of which may be available for repurchase by Lonestar at prices below the price at which the Notes were originally issued (the “ Discounted Notes ”);

Whereas, the Company desires, from time to time, to repurchase some or all of the Discounted Notes as they become available for repurchase and Seaport Global proposes to provide financing for all or a portion of the purchase price thereof (“ Gap Financing ”), upon the terms and subject to the conditions set forth herein;

Whereas, the consideration for the repayment of any Gap Financing shall take the form of a payment of cash to Seaport Global (the “ Cash Payment ”) concurrently with the consummation of a public equity offering by Lonestar of its common stock (Nasdaq Symbol: LONE ) (in each case, a “ Public Offering ”), in an amount equal to the Cash Payment Amount (as defined below); provided that, to the extent that Lonestar is unwilling or otherwise unable to consummate any Public Offering, Lonestar shall withdraw the registration statement relating to the Public Offering (the date on which such withdrawal occurs being the “ Withdrawal Date ”) and shall consummate, pursuant to Section 3.b. hereof, private placements to Seaport Global (each a “ Restricted Stock Payment ”) of up to an aggregate of 460,000 shares (the “ Share Cap ”) of Class A common stock of Lonestar (the “ Restricted Stock ”) in an amount equal to the Applicable Restricted Stock Acquisition Price (as defined below);

Whereas, in order to effectuate the Cash Payment, Lonestar and LRAI have entered into a definitive term sheet to amend (the “ SPA Amendment ”) that certain Securities Purchase Agreement, dated August 2, 2016, in order to explicitly allow any Cash Payments hereunder;

Whereas, in order to effectuate the Restricted Stock Payment, if applicable, the Board of Directors of Lonestar has approved the transactions contemplated hereby, and Lonestar will receive written consent from EF Realisation Company Limited (the sole owner of EFR Holding Guernsey Limited, Lonestar’s major stockholder) (the “ Stockholder Consent ”), to issue sufficient shares of the Restricted Stock as contemplated hereby and, in connection therewith, will file all requisite information statements (the “ Information Statements ”) with the United States Securities and Exchange Commission (the “ SEC ”) describing such written consent and the amount of Restricted Stock approved thereby (any requisite waiting period with respect to the Information Statement under the rules promulgated under the Securities Exchange Act of 1934, as

 


 

amended (the “ Exchange Act ”) before effecting the actions approved by the Stockholder Consent is referred to herein as a “ Waiting Period .”

THEREFORE, intending to be legally bound, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties to this Agreement, Seaport Global and Lonestar agree as follows:

 

1.

Discounted Notes . From time to time, Seaport Global may identify an opportunity for Lonestar to purchase Discounted Notes. Upon becoming aware of such opportunity, Lonestar will advise Seaport Global if it desires to purchase such Discounted Notes with the use of Gap Financing and, if so, the amount of Gap Financing that it will require from Seaport Global in order to effectuate the purchase of such Discounted Notes.  Seaport Global will then advise Lonestar of whether or not it is willing to provide the necessary amount of Gap Financing. If agreed to by Seaport Global, the amount of any agreed upon Gap Financing will be advanced in cash by Seaport Global at the time of the repurchase of the related Discounted Notes.

 

 

2.

Discounted Note Acquisition . In all cases where Seaport Global identifies opportunities for Lonestar to purchase Discounted Notes where either (i) Discounted Notes are to be acquired using Gap Financing (“ Seaport Global Assisted Purchases ” or “ SGAP ”), or (ii) Discounted Notes are identified as being available for repurchase by the Seaport Global debt trading desk (of which Discounted Notes Lonestar is not otherwise aware are available for repurchase) and no Gap Financing is required, Lonestar agrees that such SGAP and such other repurchase opportunities will be accomplished with the assistance of Seaport Global’s debt trading desk at such times and at such acquisition prices as are agreed upon by the Parties.  In connection with each SGAP or other purchase of Discounted Notes accomplished with the assistance of Seaport Global, Seaport Global shall be paid an acquisition fee by Lonestar with respect to that repurchase in the amount of (i) six and one-quarter of one percent (6.25%) of the difference between the original par value of the Discounted Notes that are acquired and the purchase price actually paid for those Discounted Notes by Lonestar (the “ Discount ”) in all transactions in which any Gap Financing is employed, and (ii) three and one-eighth of one percent (3.125%) of the amount of the Discount with respect to any acquisition of Discounted Notes pursuant to clause (ii) of the first sentence of this Section 2 .

 

 

3.

Gap Financing . Lonestar shall pay Seaport Global the amount of any Gap Financing as provided below:

 

 

a.

Cash Payment . The Cash Payment shall be made by Lonestar to Seaport Global out of the funds flow from a Public Offering and shall be in an amount of cash equal to (i) one hundred five percent (105.0%) of the amount of the Gap Financing if the Cash Payment is made on or prior to December 31, 2016 and (ii) one hundred eleven and one tenth percent (111.1%) if the Cash Payment is made on or after January 1, 2017 (the “ Cash Payment Amount ”).

 

2

 


 

 

b.

Restricted Shares . To the extent Lonestar is unwil ling or otherwise unable to consummate a Public Offering and repay Seaport Global with a Cash Payment, the amount of shares of Restricted Stock delivered as repayment of the amount of any Gap Financing (the “ Restricted Share Amount ”) will be determined by dividing the dollar amount of such Gap Financing by an amount equal to 90% of the closing price of Lonestar’s common stock (i) with respect to any Gap Financing provided prior to the expiration of the applicable Waiting Period, on the most recently complet ed trading date prior to the effective date of this Agreement, and (ii) with respect to any Gap Financing provided subsequent to the completion of the applicable Waiting Period, on the most recently completed trading date prior to the date that the Gap Fin ancing is made available to Lonestar (each such closing price being referred to hereinafter as the “ Applicable Restricted Stock Acquisition Price ” with respect to the shares of Restricted Stock issued in respect of that particular Gap Financing); provided that, and notwithstanding any of the foregoing, the aggregate number of shares of Restricted Stock issued pursuant to this Section 3.b. shall in no event exceed the amount of the Share Cap.  Any shares of Restricted Stock to be delivered to Seaport Global pursuant to this Section 3.b. shall be delivered to Seaport Global promptly upon the later of (a) forty-five (45) calendar days after the Withdrawal Date, or (b) the completion of the applicable Waiting Period (subject to applicable transfer agent procedur es and customary settlement periods).

 

 

4.

Restricted Stock Price Protection .  At such time or times as Seaport Global determines, in its sole and absolute discretion, to dispose of any or all of the Restricted Stock issued pursuant to Section 3.b. hereof (the date on which Seaport Global disposes of such Restricted Stock, the “ Disposition Date ”), if Seaport Global sells any of that Restricted Stock (including in connection with any public offering) at a price that results in gross proceeds to it of less than the Applicable Restricted Stock Acquisition Price (a “ Gap Financing Deficit ”), then Lonestar shall issue a number of additional shares of Restricted Stock (the “ Make-up Shares ” and, together with the shares of Restricted Stock held by Seaport Global, the “ Seaport Global Shares ”) to Seaport Global determined by dividing the dollar amount of the Gap Financing Deficit by an amount equal to 90% of the closing price of Lonestar’s common stock on the Disposition Date (the “ Make-Up Acquisition Price ”); provided that the aggregate number of shares of Restricted Stock issued pursuant to this Section 4 shall not exceed the Share Cap less the aggregate number of shares of Restricted Stock issued pursuant to Section 3 hereof (the “ Make-Up Share Cap ”). Thereafter, Lonestar shall continue to be obligated to issue additional Make-up Shares with respect to any Seaport Global Shares that continue to be held by and subsequently sold by Seaport Global which sale results in a Gap Financing Deficit in the same manner and on the same terms as set forth above. To the extent that Make-Up Shares issuable in respect of any Gap Financing Deficit are in excess of the Make-Up Share Cap, Lonestar shall pay any remaining Gap Financing Deficit with an amount of cash determined as set forth in Section 3.b. , above. Notwithstanding the foregoing, Lonestar may, at any time in its sole and absolute discretion, and in lieu of issuing additional Make-up Shares to

3

 


 

 

Seaport Global, elect to pay Seaport Global an amount of cash determined as set forth in Section 3.b. , above.

In addition to the foregoing “price protection” afforded to Seaport Global with respect to the Seaport Global Shares that it holds pursuant to or otherwise in connection with this Agreement, Lonestar agrees (i) to use commercially reasonable efforts to cause the Seaport Global Shares to be registered for sale with Seaport Global as a “selling shareholder” in connection with any registration statement relating to Lonestar’s common stock filed with or submitted to the SEC, subject to customary cutbacks, and (ii) at Seaport Global’s option (to be exercised in its sole and absolute discretion), to repurchase from Seaport Global any Seaport Global Shares that continue to be held by Seaport Global for a period equal to or in excess of one (1) year and one (1) day after the date of their initial acquisition (the “ Holding Period ”) by Seaport Global for a period of the next 20 business days following the end of such Holding Period at a price equal to the Applicable Restricted Stock Acquisition Price.

 

5.

Seller Commissions . Nothing herein shall restrict in any way or prevent Seaport Global from charging the seller(s) of any Discounted Notes customary and usual commissions on such sales in the ordinary course of its business of buying and selling debt instruments for and from unrelated third parties.

 

 

6.

Lonestar Representations and Warranties .

 

 

a.

Authorization; Enforcement; Validity.   Lonestar has the requisite corporate power and authority to enter into and, upon completion of any applicable Waiting Period and the execution of the SPA Amendment, to consummate the transactions contemplated by this Agreement, and otherwise to carry out its obligations hereunder.  Lonestar’s execution and delivery of this Agreement have been, and, upon completion of any applicable Waiting Period and the execution of the SPA Amendment, the consummation by it of the transactions contemplated hereby (including, but not limited to, the delivery of the Restricted Stock and the Make-up Shares) will be, duly authorized by all necessary corporate action on the part of Lonestar, and no further corporate action will be required by Lonestar, its Board of Directors or its stockholders in connection therewith.  The Agreement has been duly executed by Lonestar and is the legally valid and binding obligation of Lonestar enforceable against Lonestar in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as the indemnification provision may be limited by applicable law.

 

 

b.

No Conflicts.   The execution and delivery of this Agreement by Lonestar does not and will not, and, upon the Stockholder Consent and the completion of any applicable Waiting Period and the execution of the SPA Amendment, the performance by Lonestar of the Agreement and the consummation by Lonestar of the transactions contemplated hereby (including, without limitation, the issuance of the Restricted Stock and the Make-up

4

 


 

 

Shares or the making of the Cash Payment, as the case may be) will not (i) conflict with or violate a ny provisions of Lonestar’s or any of its subsidiaries’ certificate or articles of incorporation, bylaws or other organizational documents, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would result in a default) under, result in the creation of any lien upon any of the properties or assets of Lonestar or any of its subsidiaries or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or b oth) of, any material contract, or (iii) conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which Lonestar or any of its subsidiaries is su bject (including federal and state securities laws and regulations and the rules and regulations, of any self-regulatory organization to which Lonestar or its securities are subject, including all applicable trading markets, assuming in each case the accur acy of the representations and warranties made by Seaport Global herein), or by which any property or asset of Lonestar or any of its subsidiaries is bound, except in the case of clauses (ii) and (iii) such as would not, individually or in the aggregate, h ave or reasonably be expected to result in a material adverse effect on the Company.

 

 

c.

Filings, Consents and Approvals.   Neither Lonestar nor any of its subsidiaries is required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other person in connection with the execution, delivery and performance by Lonestar of this Agreement (including the issuance of the Restricted Stock and the Make-up Shares or the making of the Cash Payment, as the case may be), other than (i) the receipt of the Stockholder Consent, the completion of the applicable Waiting Period and the execution of the SPA Amendment, (ii) the filing of a Notice of Sale of Securities on Form D with the Commission under Regulation D of the Securities Act, (iii) the filing of any requisite notices and/or application(s) to Lonestar’s principal trading market for the issuance and sale of the Lonestar Common Stock and the listing of the Restricted Stock and the Make-up Shares for trading or quotation, as the case may be, thereon in the time and manner required thereby, and (iv) those that have been made or obtained prior to the date of this Agreement.   

 

 

d.

Issuance of the Restricted Stock and the Make-up Shares.   Upon completion of any applicable Waiting Period, the Restricted Stock and the Make-up Shares will have been duly authorized and, when issued in accordance with the terms of this Agreement, will be duly and validly issued, fully paid and non-assessable and free and clear of all Liens, other than restrictions on transfer imposed by applicable securities laws, and shall not be subject to preemptive or similar rights.  Assuming the accuracy of the representations and warranties of Seaport Global in this Agreement, the Restricted Stock and the Make-up Shares will be issued in compliance with all applicable federal and state securities laws.   

 

 

e.

SEC Reports; Disclosure Materials.   Lonestar has filed and will continue to file all reports, schedules, forms, statements and other documents required to be filed by it under the Exchange Act to qualify the Restricted Stock and the Make-up Shares for resale by Seaport Global through the use of Rule 144.  

 

5

 


 

 

f.

No Additional Agreements.   Lonestar does not have any agreement or understanding with any other person with respect to the transactions contemplated by this Agreement other than as specified herein.

 

 

7.

Seaport Global Representations and Warranties .

 

 

a.

Organization; Authority.   Seaport Global is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by Seaport Global and performance by Seaport Global of the transactions contemplated by this Agreement have been duly authorized by all necessary limited liability company action.  The Agreement has been duly executed by Seaport Global and constitutes the valid and legally binding obligation of Seaport Global, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application.

 

 

b.

No Conflicts.   The execution, delivery and performance by of this Agreement by Seaport Global and the consummation by Seaport Global of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of Seaport Global, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which Seaport Global is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to Seaport Global, except in the case of clauses (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of Seaport Global to perform its obligations hereunder.

 

 

c.

Investment Intent.   Seaport Global understands that the Restricted Stock and the Make-up Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Restricted Stock and the Make-up Shares as principal for its own account and not with a view to, or for distributing or reselling such Restricted Stock or Make-up Shares or any part thereof in violation of the Securities Act or any applicable state securities laws, provided, however, that by making the representations herein, Seaport Global does not agree to hold any of the Restricted Stock or the Make-up Shares for any minimum period of time and reserves the right, subject to the provisions of this Agreement, at all times to sell or otherwise dispose of all or any part of such Restricted Stock and Make-up Shares  pursuant to an effective registration statement under the Securities Act or under an exemption from such registration; provided that in any event, Seaport Global will make any sale or other disposition of the Restricted Stock or Make-up Shares in compliance with applicable federal and state securities laws.

6

 


 

Lonestar and Seaport Global acknowledge and agree that no party to this Agreement has made or makes any representations or wa rranties with respect to the transactions contemplated hereby other than those specifically set forth above.

 

8.

Other Agreements of the Parties.

 

a.

In connection with the initial transaction to be accomplished pursuant to this Agreement immediately upon and as of its effective date, with respect to the issuance of Restricted Shares, Lonestar and Seaport Global have specifically additionally agreed as follows:

 

 

i.

The Board of Directors will, pursuant to the Board Resolution, (a) approve this Agreement and the transactions contemplated hereby, (b) set a record date (the “ Record Date ”) for purposes of obtaining the Stockholder Consent, (c) recommend that Lonestar’s stockholders as of the Record Date approve the issuance of Common Stock as contemplated hereby, (d) authorize the preparation, filing and distribution of Information Statements as required by the Exchange Act.

 

 

ii.

Promptly after the Board of Directors sets the Record Date, Lonestar will notify the NASDAQ thereof.

 

 

iii.

On the Record Date, EF Realisation Company Limited and EFR Holding Guernsey Limited will execute or otherwise make effective the Stockholder Consent, a form of which is attached to this Agreement as Exhibit “B,” and upon any applicable Waiting Period with respect to the any preliminary Information Statement, Lonestar will finalize the Information Statement to be filed with the SEC and mailed such Information Statement to its shareholders.

 

 

iv.

Upon receiving the appropriate notice or communication from the SEC regarding the conclusion of the Waiting Period with respect to the final Information Statement, Lonestar will issue and deliver any Restricted Stock to Seaport Global pursuant to any Gap Financing, subject to applicable transfer agent procedures.

 

 

v.

Notwithstanding any of the foregoing, in the event that the Restricted Stock is not issued and delivered to Seaport Global within ninety (90) days of the consummation of the related Gap Financing, then, at its option, Seaport Global shall be entitled to receive an immediate payment in cash from Lonestar in the amount of the Cash Payment in lieu of the subsequent issuance of any Restricted Stock.

 

 

b.

In connection with the initial transaction to be accomplished pursuant to this Agreement immediately upon the effective date of its execution, with respect to the Cash Payment, Lonestar and Seaport Global have specifically additionally agreed as follows:

 

 

i.

The Board of Directors will, pursuant to the Board Resolution, approve this Agreement and the transactions contemplated hereby.

 

7

 


 

 

ii.

Out of the proceeds fr om the closing of the related equity offering, if so elected by Seaport Global in accordance with the terms of Section 3.b. , Lonestar shall pay in immediately available cash the Cash Payment.

 

 

c.

Furnishing of Information .  In order to enable Seaport Global to sell the Restricted Stock and the Make-up Shares under Rule 144, during the period provided for in Section 4 , above, Lonestar shall use its commercially reasonable efforts to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by Lonestar after the date hereof pursuant to the Exchange Act.

 

 

d.

Indemnification of Seaport Global .  Lonestar will indemnify and hold Seaport Global and its directors, officers, shareholders, members, partners, employees and agents, each person who controls Seaport Global (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, shareholders, agents, members, partners or employees of such controlling persons (each, a “ Seaport Global Party ”) harmless from any and all losses, liabilities, obligations, claims, contingencies, damages, costs and expenses, including all judgments, amounts paid in settlements, court costs and reasonable attorneys’ fees and costs of investigation that any such Seaport Global Party may suffer or incur as a result of or relating to (a) any breach of any of the representations, warranties, covenants or agreements made by Lonestar in this Agreement, or (b) any action instituted against a Seaport Global Party in any capacity, or any of them or their respective Affiliates, by any stockholder of Lonestar with respect to any of the transactions contemplated by this Agreement (unless such action is based upon a breach of Seaport Global’s representations, warranties or covenants under this Agreement or any violations by Seaport Global of state or federal securities laws or any conduct by Seaport Global which constitutes fraud, gross negligence, willful misconduct or malfeasance).

 

 

e.

Principal Trading Market Listing .  In the time and manner required by Lonestar’s principal trading market, Lonestar shall prepare and file with such principal trading market an additional shares listing application covering all of the Restricted Stock and the Make-up Shares and shall use its commercially reasonable efforts to take all steps necessary to cause all of the Restricted Stock and the Make-up Shares to be approved for listing on the principal trading market as promptly as possible thereafter.         

 

 

f.

Form D; Blue Sky .  Lonestar agrees to timely file a Form D with respect to the Restricted Stock and the Make-up Shares as may be required under Regulation D and to provide a copy thereof, promptly upon the written request of Seaport Global.  Lonestar, on or before the delivery of any of the Restricted Stock and the Make-up Shares , shall take such action as Lonestar shall reasonably determine is necessary in order to obtain an exemption for or to qualify the Restricted Stock and the Make-up Shares for issuance to Seaport Global under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption from such qualification) and shall provide evidence of such actions promptly upon the written request of Seaport Global.  

 

 

g.

Delivery of Restricted Stock and the Make-up Shares . Lonestar shall promptly deliver, or cause to be delivered, the Restricted Stock and the Make-up Shares to Seaport Global at the time or times contemplated by Section 4 of this Agreement.

8

 


 

 

 

9.

Miscellaneous.

 

 

a.

Fees and Expenses.   Lonestar and Seaport Global shall each pay the fees and expenses of their respective advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such Party in connection with the negotiation, preparation, execution, delivery and performance of this Agreement. Lonestar shall pay all Transfer Agent fees, stamp taxes and other taxes and duties levied in connection with the issuance to Seaport Global of the Restricted Stock and the Make-up Shares.

 

b.

Entire Agreement.   The Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersede all prior agreements, understandings, discussions and representations, oral or written, with respect to such matters, which the Parties acknowledge have been merged into such document.  From time to time, and without further consideration, Lonestar and Seaport Global will execute and deliver to the other such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under this Agreement.

 

c.

Notices.   Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile (provided the sender receives a machine-generated confirmation of successful transmission) or electronic message at the facsimile number or e-mail address, as applicable, specified in this Section prior to 5:00 P.M., New York City time, on a trading day, (b) the next trading day after the date of transmission, if such notice or communication is delivered via facsimile or electronic message at the facsimile number or e-mail address, as applicable, specified in this Section on a day that is not a trading day or later than 5:00 P.M., New York City time, on any trading day, (c) the trading day following the date of mailing, if sent by U.S. nationally recognized overnight courier service with next day delivery specified, or (d) upon actual receipt by the Party to whom such notice is required to be given.  The address for such notices and communications shall be as follows:

If to Lonestar: Lonestar Resources US Inc.

600 Bailey Avenue, Suite 200

Fort Worth, TX 76107

Attn: Frank D. Bracken

Telephone No.:

E-mail:

 

      If to Seaport Global: Seaport Global Securities LLC

400 Poydras Street, Suite 3100

New Orleans, LA 70130

Attn: General Counsel-IB

504-410-8017

gmeringer@seaportglobal.com

 

9

 


 

or such other address as may be designated in writing hereafter, in the same manner, by such Person.

 

 

d.

Amendments; Waivers; No Additional Consideration.   No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by Lonestar and Seaport Global or, in the case of a waiver, by the Party against whom enforcement of any such waiver is sought.  No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either Party to exercise any right hereunder in any manner impair the exercise of any such right.  

 

 

e.

Construction .  The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to limit or affect any of the provisions hereof.  The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any Party.  This Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.

 

 

f.

Successors and Assigns .  The provisions of this Agreement shall inure to the benefit of and be binding upon the parties and their successors and permitted assigns.  This Agreement, or any rights or obligations hereunder, may not be assigned by any Party without the prior written consent of the other Parties.  

 

 

g.

No Third-Party Beneficiaries .  This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

 

 

h.

Governing Law .  All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.  Each Party agrees that all proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement shall be commenced exclusively in the New York Courts.  Each Party hereto hereby irrevocably submits to the exclusive jurisdiction of the New York Courts for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein and hereby irrevocably waives, and agrees not to assert in any proceeding, any claim that it is not personally subject to the jurisdiction of any such New York Court, or that such proceeding has been commenced in an improper or inconvenient forum.  Each Party hereto hereby irrevocably waives personal service of process and consents to process being served in any such proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such Party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.   EACH PARTY HERETO

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HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTI ONS CONTEMPLATED HEREBY.

  

 

i.

Execution .  This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission, or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

 

 

j.

Severability .  If any provision of this Agreement is held to be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and enforceable provision that is a reasonable substitute therefor, and upon so agreeing, shall incorporate such substitute provision in this Agreement.

 

 

k.

Termination . This Agreement may be terminated at any time by either Lonestar or Seaport Global upon written notice to the other.  Nothing in this Section shall be deemed to release any Party from (i) any indemnity due to the other Party hereunder, or (ii) for any breach by such Party of the terms and provisions of this Agreement as in effect, in either such case, immediately prior to such termination.

 

 

 

 

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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed by their respective authorized signatories effective as of the date first indicated above.

 

LONESTAR RESOURCES US INC

 

By:       /s/ Frank D. Bracken III                                         

       Frank D. Bracken III, Chief Executive Officer

 

SEAPORT GLOBAL SECURITIES LLC

By:      /s/ Michael Bodino                                               

            Michael Bodino, Managing Director

 

 

 

 

 

12

 

EX-10.2

 

 

BOARD REPRESENTATION AGREEMENT

This BOARD REPRESENTATION AGREEMENT (this “Agreement” ) is made and entered into as of October 26, 2016, between LONESTAR RESOURCES US INC., a Delaware corporation (the “ Company ”) and EF REALISATION COMPANY LIMITED, a Guernsey company (the “ Stockholder ”).

RECITALS :

WHEREAS, the Stockholder, through its wholly-owned subsidiary EFR GUERNSEY HOLDING LIMITED, a Guernsey company, indirectly holds 4,174,259 shares of Common Stock (as defined below) and is a majority stockholder of the Company.

WHEREAS the board of directors of the Company (the “ Board ”) and the Stockholder have determined that, in order to ensure the orderly nomination of directors of the Company, the entering into and executing this Board Representation Agreement is in the best interest of the Company.

NOW, THEREFORE , in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:

Section 1.

Board Representation Rights

(a) Subject to the terms and conditions of this Agreement and provided that the Stockholder together with its Affiliates Beneficially Owns 15.0% or greater of the Outstanding Equity, the Stockholder shall have the right (but not the obligation) to nominate up to, but not more than, two designees (each, a “ Designee ” and collectively, the “ Designees ”) to serve on the Board. Subject to the terms and conditions of this Agreement and provided that the Stockholder together with its Affiliates Beneficially Owns 10.0% or greater of the Outstanding Equity, but less than 15.0% of the Outstanding Equity, the Stockholder shall have the right (but not the obligation) to nominate up to, but not more than, one Designee to serve on the Board. Other than as provided for in this Agreement, for so long as it holds 10.0% or greater of the Outstanding Equity, the Stockholder shall not nominate additional directors to serve on the Board. The initial Designees shall be John Murray and Chris Rowland, who shall be appointed by the Board on the date hereof, through the filling of any vacancy on the Board and/or through an increase in the size of the Board. The maximum size of the Board shall be fixed at nine directors, including the Designees.

(b) One Designee, as directed by the Stockholder, shall serve on each committee of the Board that shall exist from time to time, provided, however , that this requirement shall not apply in the event that such appointment would contravene any applicable rule of The NASDAQ Stock Market or the Securities Exchange Commission or applicable provision of the Securities Exchange Act of 1934, as amended.

(c) If a vacancy is created on the Board as a result of the death, disability, retirement, resignation or removal of any Designee, then the Stockholder shall have the right to designate a replacement director. To exercise its director designation right, the Stockholder shall recommend to the Nominating and Corporate Governance Committee a director candidate to fill such vacancy. Each Designee recommended pursuant to this Section 1(c) shall be qualified to serve as a director under the Delaware General Corporation Law (any such Designee, an “ Eligible Designee ”). The Nominating and Corporate Governance Committee shall evaluate the Designee candidate and recommend their appointment to the Board;  provided, however , if the Nominating and Corporate Governance Committee determines in good faith and consistent with its fiduciary duties that a Designee candidate is not an Eligible Designee, the Nominating and Corporate Governance Committee may, in its reasonable discretion, reject such Designee. In such event, the Stockholder shall nominate an alternative Designee for the Nominating and Corporate Governance Committee’s evaluation, such process to continue until a Designee is determined to be an Eligible Designee by the Nominating and Corporate Governance Committee, acting in good faith and consistent with its fiduciary duties. The Board shall appoint, upon the recommendation of the Nominating and Corporate Governance Committee, such Designee to fill the vacancy. The Board shall approve, upon the recommendation of the Nominating and Corporate Governance Committee, the inclusion of the Designees for election or reelection, as the case may be, at such meeting in its slate of designees in the proxy materials it distributes to its stockholders, shall recommend that the Company’s stockholders vote in favor of such Designees, shall solicit proxies from the Company’s stockholders for the election of such Designees at such meeting, and shall otherwise support such Designees for election in a manner consistent with the manner in which the Company supports its other candidates recommended by the Board for election at such meeting.

 


EX-10.2

 

 

(d) In the event that the Stockholder shall own 15.0% or less of the Outstanding Equity, it shall direct one Designee to offer his or her resignation from the Board. In the event that the Stockholder shall own 10.0% or less of the Outstanding Equity, its remaining Designee shall offer his or her resignation from the Board.

(e) In addition, the Stockholder may at any time cause the removal of any Designee nominated by it from the Board, with or without cause, by directing such Designee to offer his or her resignation from the Board. The Board shall accept any Designee’s resignation offer.

(f) If a Designee directed to offer his or her resignation pursuant to this Section does not offer his or her resignation from the Board, then the Board shall remove such Designee as a member of the Board by majority vote.

(g) A Designee shall be entitled to the same compensation paid and expense reimbursement payable to other non-employee directors. At all times while a Designee is serving as a member of the Board, and following any such Designee’s death, disability, retirement, resignation or removal, such Designee shall be entitled to all rights to indemnification and exculpation as are then made available to any other member of the Board.

(h) The Company and the Board shall not amend, and shall not permit the amendment of, the Bylaws or Certificate of Incorporation of the Company in any manner that would, or would be reasonably likely to, have an adverse effect on the board representation rights of the Stockholder as set forth in such amendment and this Agreement.

(i) For the avoidance of doubt, the provisions of this Agreement shall not limit any rights the Stockholder may have as a stockholder of the Company pursuant to Delaware law, the Certificate of Incorporation or the Bylaws.

Section 2.

Definitions

Affiliate ” means, with respect to any Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such first Person.

Agreement ” has the meaning set forth in the preamble.

Beneficially Own ” has the meaning ascribed to it in Rule 13d-3 and 13d-5 (or successor rules then in effect) promulgated under Exchange Act.

Board ” means the board of directors of the Company.

Business Day ” means any day that is not a Saturday, Sunday, legal holiday or other day on which commercial banks in New York, New York are authorized or required by applicable law to close.

Bylaws ” means the Company’s Bylaws, as in effect on the date hereof, as the same may be amended from time to time.

Certificate of Incorporation ” means the Company’s Certificate of Incorporation, as in effect on the date hereof, as the same may be amended from time to time.

Common Stock ” means the Class A Voting Common Stock, par value $0.001 per share, of the Company.

Company ” has the meaning set forth in the preamble.

Director ” means a duly elected member of the Board.

Exchange Act ” means the Securities Exchange Act of 1934, as amended.

Outstanding Equity ” means, at any time, the issued and outstanding Common Stock of the Company.

 


EX-10.2

 

 

Person ” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

Securities Act ” means the Securities Act of 1933, as amended from time to time.

Securities Laws ” means the Securities Act and the Exchange Act, and the rules promulgated thereunder.

Transfer ” means any sale, transfer, assignment or other disposition of (whether with or without consideration and whether voluntary or involuntary or by operation of law) of Common Stock.

Section 3.

 Miscellaneous

(a) Effectiveness. This Agreement shall be effective upon execution

(b) Further Assurances . Each party hereto shall do and perform or cause to be done and performed all such further acts and things, and shall execute and deliver all such further agreements, certificates, instruments and documents, as any other party hereto reasonably may request in order to carry out the provisions of this Agreement and the consummation of the transactions contemplated hereby.

(c) No Recourse; No Participant Duties . The Company and the Stockholder agree, notwithstanding anything to the contrary in any other agreement or at law or in equity, that when the Stockholder takes any action under this Agreement to give or withhold its consent, it shall have no duty (fiduciary or other) to consider the interests of the Company or other stockholders of the Company and may act exclusively in its own interest and shall have no duty to act in good faith; provided that the foregoing shall in no way affect the obligations of the parties hereto to comply with the provisions of this Agreement.

(d) Assignment . This Agreement and all of the provisions hereof may be assigned, without the consent of the Company, by the Stockholder to, and shall inure to the benefit of, any purchaser, transferee or assignee of shares of Common Stock held by the Stockholder in an amount equal to 25.0% or greater of the Outstanding Equity (a “ Permitted Assign ”), unless the Stockholder specifies otherwise in connection with a particular transfer of Common Stock, and any such Permitted Assign shall take such shares of Common Stock subject to, and shall be bound by, the terms of this Agreement;  provided in each instance that the Permitted Assign assumes in writing the obligations of the Stockholder under this Agreement. In the event of an assignment of this Agreement to a Permitted Assign, the Permitted Assign shall be deemed to be a Stockholder for purposes of this Agreement. In the event the Stockholder transfers less than all of its shares of Common Stock to a given Permitted Assign, it shall continue to be deemed a Stockholder for purposes of this Agreement.  In such event, the Stockholder and Permitted Assign shall agree between themselves the allocation of the right to nominate Designees pursuant to Section 1. For the avoidance of doubt, no more than two Designees nominated pursuant to this Agreement and any assignments hereof to Permitted Assigns may serve at any one time on the Board.

(e) Binding Effect . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns.

(f) No Third Party Beneficiaries . Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.

(g) Notices . All notices, requests, demands, waivers and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed duly given (w) on the date of delivery if delivered personally, (x) on the first Business Day following the date of dispatch if delivered by a nationally recognized next-day courier service, (y) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail (postage prepaid, return receipt requested) or (z) if sent by facsimile transmission, when transmitted and receipt is confirmed. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive such notice:

(h) Severability . Any term or provision of this Agreement that is invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without rendering invalid, illegal or unenforceable the remaining terms and provisions of this

 


EX-10.2

 

 

Agreement or affecting the validity, illegality or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable. Upon such determ ination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually a cceptable manner in order that the transactions contemplated herein are consummated as originally contemplated to the fullest extent possible.

(i)   Headings . The headings contained in this Agreement are for purposes of convenience only and shall not affect the meaning or interpretation of this Agreement.

(j) Entire Agreement . This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.

(k) Governing Law . This Agreement will be governed by and construed in accordance with the laws of the State of Delaware (regardless of the laws that might otherwise govern under applicable principles or rules of conflicts of law to the extent such principles or rules are not mandatorily applicable by statute and would require the application of the laws of another jurisdiction).

(l) Consent to Jurisdiction . Each of the parties irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party or its Affiliates against any other party or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware; provided, that if jurisdiction is not then available in the Court of Chancery of the State of Delaware, then any such legal action or proceeding may be brought in any federal court located in the State of Delaware or any other Delaware state court. Each of the parties hereby irrevocably submits to the jurisdiction of the aforesaid courts for itself and with respect to its property, generally and unconditionally, with regard to any such action or proceeding arising out of or relating to this Agreement and the transactions contemplated hereby. Each of the parties agrees not to commence any action, suit or proceeding relating thereto except in the courts described above in Delaware, other than actions in any court of competent jurisdiction to enforce any judgment, decree or award rendered by any such court in Delaware as described herein. Each of the parties further agrees that notice as provided herein shall constitute sufficient service of process and the parties further waive any argument that such service is insufficient. Each of the parties hereby irrevocably and unconditionally waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise, in any action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, (a) any claim that it is not personally subject to the jurisdiction of the courts in Delaware as described herein for any reason, (b) that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment or otherwise) and (c) that (i) the suit, action or proceeding in any such court is brought in an inconvenient forum, (ii) the venue of such suit, action or proceeding is improper or (iii) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

(m) Waiver of Jury Trial . EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(n)   Enforcement . Each party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the covenants or agreements in this Agreement are not performed in accordance with its terms, and it is therefore agreed that in addition to and without limiting any other remedy or right it may have, the non-breaching party will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof.

(o) Counterparts; Facsimile Signatures . This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. This Agreement may be executed by facsimile signature(s).

(Signature page follows)

 


EX-10.2

 

 

 

IN WITNESS WHEREOF, the parties hereto execute this Agreement, effective as of the date first above written.

LONESTAR RESOURCES US INC.

 

By: /s/ Frank D. Bracken III       
Name: Frank D. Bracken III
Title: Chief Executive Officer

EF REALISATION COMPANY LIMITED

 

By: /s/ Martin Nègre                   
Name: Martin Nègre
Title: Chairman