0001193125-10-007030 Sample Contracts

REX ENERGY CORPORATION UNDERWRITING AGREEMENT
Underwriting Agreement • January 15th, 2010 • Rex Energy Corp • Crude petroleum & natural gas • New York

Rex Energy Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to sell an aggregate of 6,000,000 shares (the “Firm Securities”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom KeyBanc Capital Markets, Inc. (“you” or “KBCM”) is acting as representative.

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