0001104659-09-060156 Sample Contracts

WARREN RESOURCES, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 23rd, 2009 • Warren Resources Inc • Crude petroleum & natural gas • New York

Warren Resources, Inc., a Maryland corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell an aggregate of 11,775,000 shares (the “Securities”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), to the several underwriters named in Schedule I (collectively, the “Underwriters”), for whom BMO Capital Markets Corp. and RBC Capital Markets Corporation are acting as representatives (the “Representatives”).

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