10,500,000 Shares PIONEER ENERGY SERVICES CORP. Common Stock, $0.10 par value UNDERWRITING AGREEMENTUnderwriting Agreement • December 8th, 2016 • Pioneer Energy Services Corp • Drilling oil & gas wells • New York
of this letter agreement, and there shall be no further transfer of such Shares, except in accordance with this letter agreement. Notwithstanding anything in this letter agreement to the contrary, the restrictions set forth herein shall not prohibit the undersigned from (i) exercising or vesting in any outstanding equity awards granted to the undersigned pursuant to the terms of any existing employee benefit plan of the Company, or (ii) transferring the undersigned’s Shares to the Company in connection with the surrender of shares of Common Stock in satisfaction or payment of any exercise price of equity awards, or selling the undersigned’s Shares to satisfy any tax withholding obligations in respect to the exercise or vesting of equity awards granted under any existing employee benefit plan of the Company.
