0000950134-05-002106 Sample Contracts

PARALLEL PETROLEUM CORPORATION (a Delaware corporation) 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • February 4th, 2005 • Parallel Petroleum Corp • Crude petroleum & natural gas • New York

Parallel Petroleum Corporation, a Delaware corporation (the “Company”), confirms its agreement with Jefferies & Company, Inc. and Sterne, Agee & Leach, Inc., (collectively, the “Underwriters”) with respect to the issue and sale by the Company and the purchase by the Underwriters of 5,000,000 shares of its Common Stock, par value $0.01 per share (the “Initial Securities”), and with respect to the grant by the Company of the option described in Section 2 hereof to purchase all or part of an additional 750,000 shares of its Common Stock, par value $0.01 per share (the “Option Securities”), to cover over-allotments, if any. The Initial Securities and the Option Securities to be purchased by the Underwriters are hereinafter called, collectively, the “Securities.”

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