SHARES ALLIS-CHALMERS ENERGY INC. COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • July 21st, 2005 • Allis Chalmers Energy Inc. • Misc industrial & commercial machinery & equipment • Tennessee
Allis-Chalmers Energy Inc., a Delaware corporation (the “Company”), proposes to issue and sell to Morgan Keegan & Company, Inc. (the “Underwriter”) an aggregate of [___] shares (the “Primary Firm Shares”) of Common Stock of the Company, par value $0.01 per share (the “Common Stock”), and the stockholders and warrantholders of the Company named on Exhibit A (each, a “Selling Stockholder” and, collectively, the “Selling Stockholders”) propose severally to sell to the Underwriter an aggregate of (i) [___] shares of Common Stock (the “Secondary Outstanding Shares”) and (ii) warrants (the “Warrants”) to purchase [___] shares of Common Stock (the “Warrant Shares” and, together with the Secondary Outstanding Shares, the “Secondary Shares”).
