ContractUnderwriting Agreement • February 6th, 2017 • 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 underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”) an aggregate of 10,000,000 shares of common stock, par value $0.01 per share (“Common Stock”), of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,500,000 shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. The Stock, including the Shares, will have attached thereto rights (the “Rights”) to purchase shares of Series C Junior Participating Preferred Stock of the Company. The Rights are to be issued pursuant to the Rights Plan dated as of July 28, 2015 between Sanche
