0001144204-13-008290 Sample Contracts

625,000 Shares MILLER ENERGY RESOURCES, INC. UNDERWRITING AGREEMENT
Underwriting Agreement • February 13th, 2013 • 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”), who is acting as the representative of the several underwriters (the “Underwriters”) named in Schedule I hereto, on a best efforts basis, 625,000 shares (the “Securities”) of the Company’s 10.75% Series C Cumulative Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”).

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