0001104659-06-006642 Sample Contracts

10,701,905 Shares Pioneer Drilling Company Common Stock, $0.10 Per Share Par Value UNDERWRITING AGREEMENT
Underwriting Agreement • February 7th, 2006 • Pioneer Drilling Co • Drilling oil & gas wells • New York

Pioneer Drilling Company, a Texas corporation (the “Company”), and Chesapeake Energy Corporation, an Oklahoma corporation (the “Selling Shareholder”), propose to sell an aggregate of 10,701,905 shares (the “Shares”) of the Company’s common stock, par value $0.10 per share (the “Common Stock”). Of the 10,701,905 Shares, 3,000,000 are being sold by the Company and 7,701,905 by the Selling Shareholder. This is to confirm the agreement concerning the purchase of the Shares from the Company and the Selling Shareholder by Lehman Brothers Inc (the “Underwriter”).

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