REGISTRATION RIGHTS AGREEMENT by and among Rex Energy Corporation, the Guarantors party hereto, and RBC Capital Markets, LLC, KeyBanc Capital Markets Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC as representatives of the...Registration Rights Agreement • April 26th, 2013 • Rex Energy Corp • Crude petroleum & natural gas • New York
This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 26, 2013, by and among Rex Energy Corporation, a Delaware corporation (the “Company”), the entities listed on Schedule A hereto (collectively, the “Guarantors”), and RBC Capital Markets, LLC, KeyBanc Capital Markets Inc., SunTrust Robinson Humphrey, Inc. and Wells Fargo Securities, LLC as representatives of the initial purchasers listed on Schedule 1 to the Purchase Agreement (each an “Initial Purchaser” and, collectively, the “Initial Purchasers”), each of whom has agreed to purchase the Company’s 8.875% Senior Notes due 2020 (the “Initial Notes”), fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) pursuant to the Purchase Agreement (as defined below). The Initial Notes and the Guarantees are herein collectively referred to as the “Initial Securities.”
REX ENERGY CORPORATION Purchase AgreementPurchase Agreement • April 26th, 2013 • Rex Energy Corp • Crude petroleum & natural gas • New York
Rex Energy Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several purchasers named in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $100,000,000 aggregate principal amount of its 8.875% Senior Notes due 2020 (the “Notes”), which will be unconditionally guaranteed on a senior unsecured basis as to principal, premium, if any, and interest (the “Guarantees” and, together with the Notes, the “Securities”) by the subsidiaries of the Company listed in Schedule 2 hereto (each individually, a “Guarantor” and collectively, the “Guarantors”). The Company and the Guarantors are referred to collectively as the “Rex Parties.” The Guarantors, together with Rex Energy Rockies, LLC, a Delaware limited liability company, Butler Gas Processing LLC, a Delaware limited liability company, Rex Energy Marketing, LLC, a Delaware limited liability company, NorthStar #3, LLC, a Delaware limited liability
