0001104659-12-062862 Sample Contracts

1,050,000 Shares MAGNUM HUNTER RESOURCES CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • September 11th, 2012 • 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 Barclays Capital Inc. (“Barclays”), MLV & Co. LLC (“MLV”), Wunderlich Securities, Inc. (“Wunderlich”), Maxim Group LLC (“Maxim”) and National Securities Corporation (“National,” together with Barclays, MLV, Wunderlich and Maxim, the “Underwriters”), on a best efforts basis, 1,050,000 shares of the Company’s 8.0% Series D Cumulative Preferred Stock, par value $0.01 per share (the “Securities”).

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