0001144204-12-053761 Sample Contracts

685,000 Shares MILLER ENERGY RESOURCES, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • September 28th, 2012 • Miller Energy Resources, Inc. • Crude petroleum & natural gas • New York

Miller Energy Resources, Inc., a Tennessee corporation (the “Company”), proposes, subject to the terms and conditions of this Underwriting Agreement (this “Agreement”), to issue and sell to the public through MLV & Co. LLC (“MLV”), Maxim Group LLC (“Maxim”), Williams Financial Group (“Williams”) and National Securities Corporation (“National” together with MLV, Maxim and Williams, the “Underwriters”), on a best efforts basis, 685,000 shares of the Company’s 10.75% Series C Cumulative Preferred Stock, par value $0.0001 per share (the “Securities”).

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