Sanchez Energy Corporation 9,600,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 18th, 2013 • Sanchez Energy Corp • Crude petroleum & natural gas • New York
the expiration of the Lock-up Period, the Shares are “actively traded securities” (as defined in Securities Exchange Commission Regulation M) and (ii) the Company meets the applicable requirements of paragraph (a)(1) of Rule 139 under the Securities Act in the manner contemplated by NASD Rule 2711(f)(4) of the FINRA Manual. The foregoing sentence shall not apply (a) to bona fide gifts, provided the recipient thereof agrees in writing to be bound by the terms of this letter agreement for the remainder of the Lock-Up Period, (b) to dispositions to any trust for the direct or indirect benefit of the undersigned and/or the immediate family of the undersigned, provided that such trust agrees in writing to be bound by the terms of this letter agreement for the remainder of the Lock-Up Period, (c) to the pledge of any Shares or other securities to secure loans to such persons or entities in connection with any financing transaction to which such persons or entities are parties, provided that
