given to any Holder, at the address set forth on the books and records of
the Issuer.
Section 14 Third Party-Beneficiaries.
This Guarantee Agreement inures to the benefit of, and is intended to be for the
benefit of the Holders, who are intended third-party beneficiaries of this
Guarantee Agreement.
Section 15 Governing Law; Waiver of Trial by Jury.
THIS PREFERRED STOCK GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, AND ALL RIGHTS
AND REMEDIES SHALL BE GOVERNED BY SUCH LAWS WITHOUT REGARD FOR THE PRINCIPLES OF
ITS CONFLICTS OF LAWS. EACH OF THE PARTIES HERETO AGREES (A) TO SUBMIT TO THE
EXCLUSIVE JURISDICTION AND VENUE OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF TEXAS FOR ANY AND ALL CIVIL ACTIONS, SUITS OR PROCEEDINGS
ARISING OUT OF OR RELATING TO THIS PREFFERED STOCK GUARANTEE OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY, AND (B) THAT NOTICE MAY BE SERVED UPON THE
GUARANTOR AT THE ADDRESS AND IN THE MANNER SET FORTH FOR NOTICES TO THE
GUARANTOR IN SECTION 13. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE
PARTIES HERETO HEREBY UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY CIVIL LEGAL
ACTION OR PROCEEDING RELATING TO THIS GUARANTEE AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY.
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This GUARANTEE AGREEMENT is executed as of the day and year first above written.
GASTAR EXPLORATION LTD.,
as Guarantor
By:
/s/ J. Russell Porter
Name:
J. Russell Porter Title:
President and Chief Executive Officer
GASTAR EXPLORATION USA, INC.,
as Issuer
By:
/s/ J. Russell Porter
Name:
J. Russell Porter Title:
President
Signature Page to
Guarantee Agreement
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