0001104659-14-046251 Sample Contracts

Sanchez Energy Corporation 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • June 16th, 2014 • Sanchez Energy Corp • Crude petroleum & natural gas • New York
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Sanchez Energy Corporation $850,000,000 6.125% Senior Notes due 2023 Purchase Agreement
Purchase Agreement • June 16th, 2014 • Sanchez Energy Corp • Crude petroleum & natural gas • New York

Sanchez Energy Corporation, a Delaware corporation (the “Company”) proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $850 million principal amount of its 6.125% Senior Notes due 2023 (the “Notes”). The Notes will be issued pursuant to an Indenture to be dated as of June 27, 2014 (the “Indenture”), among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors” and, together with the Company, the “Issuers”) and U.S. Bank National Association, as trustee (the “Trustee”), and will be guaranteed on a senior basis by each of the Guarantors (the “Guarantees” and, together with the Notes, the “Securities”).

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