0001019687-11-000900 Sample Contracts

400,000 Shares MAGNUM HUNTER RESOURCES CORPORATION 8% Series D Cumulative Preferred Stock UNDERWRITING AGREEMENT
Underwriting Agreement • March 17th, 2011 • Magnum Hunter Resources Corp • Crude petroleum & natural gas • New York

Magnum Hunter Resources Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions of this Underwriting Agreement (this “Agreement”), to issue and sell to the public through McNicoll, Lewis & Vlak LLC (“MLV”) and Wunderlich Securities, Inc. (“Wunderlich,” together with MLV, the “Underwriters”), on a best efforts basis, 400,000 shares of the Company’s 8% Series D Cumulative Preferred Stock, par value $0.01 per share (the “Securities”).

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