0001144204-09-048327 Sample Contracts

PENN VIRGINIA GP HOLDINGS, L.P. 8,695,655 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • September 14th, 2009 • Penn Virginia GP Holdings, L.P. • Bituminous coal & lignite surface mining • New York

In furtherance of the foregoing, the Partnership and its transfer agent are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Lock-Up Letter Agreement.

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