0001193125-09-131815 Sample Contracts

ATP OIL & GAS CORPORATION 8,750,000 Shares of Common Stock Underwriting Agreement
Atp Oil & Gas Corp • June 16th, 2009 • Crude petroleum & natural gas • New York

ATP Oil & Gas Corporation, a Texas corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 8,750,000 shares of Common Stock, par value $ 0.001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 1,312,500 shares of Common Stock of the Company (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 referred to herein as the “Stock”.

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