APPROACH RESOURCES INC. 5,000,000 Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 20th, 2012 • Approach Resources Inc • Crude petroleum & natural gas • New York
Approach Resources Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC is acting as representative (the “Representative”), an aggregate of 5,000,000 shares (the “Underwritten Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”). At the option of the Underwriters, the Company proposes to issue and sell up to an additional 750,000 shares of Common Stock (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 herein referred to as the “Stock.”
