PENN VIRGINIA GP HOLDINGS, L.P. 6,300,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • December 7th, 2006 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • New York
shall not apply to bona fide gifts, sales or other dispositions of Common Units, in each case that are made exclusively between and among the undersigned or the undersigned’s spouse, parent, child, grandchild, other family member or dependent reasonably acceptable to the Partnership or to a trust for the benefit of any such individual, or affiliates of the undersigned, including its partners (if a partnership) or members (if a limited liability company) (each a “Family Transfer”); provided that it shall be a condition to any such Family Transfer that (i) the transferee/donee agrees to be bound by the terms of the lock-up letter agreement (including, without limitation, the restrictions set forth in the preceding sentence) to the same extent as if the transferee/donee were a party hereto, (ii) no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connec
