PDC Energy, Inc. 1.125% Convertible Senior Notes due 2021 UNDERWRITING AGREEMENT Dated: September 8, 2016Underwriting Agreement • September 14th, 2016 • PDC Energy, Inc. • Crude petroleum & natural gas • New York
PDC Energy, Inc., a Delaware corporation (the “Company”) confirms its agreement with each of the Underwriters named in Exhibit A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom J.P. Morgan Securities LLC is acting as representative (in such capacity, the “Representative”), with respect to the issue and sale by the Company of a total of $175,000,000 principal amount of its 1.125% Convertible Senior Notes due 2021 (the “Initial Securities”), and the purchase by the Underwriters, acting severally and not jointly, of the respective principal amount of Initial Securities set forth in said Exhibit A hereto, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase up to an additional $25,000,000 principal amount of its 1.125% Convertible Senior Notes due 2021 to cover over allotments, i
PDC Energy, Inc. 7,900,000 Shares of Common Stock UNDERWRITING AGREEMENT Dated: September 8, 2016Underwriting Agreement • September 14th, 2016 • PDC Energy, Inc. • Crude petroleum & natural gas • New York
