0001193125-11-311814 Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • November 15th, 2011 • Sanchez Energy Corp • Crude petroleum & natural gas • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2011, between Sanchez Energy Corporation, a Delaware corporation (the “Company”), and [name] (“Indemnitee”).

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Sanchez Energy Corporation Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 15th, 2011 • Sanchez Energy Corp • Crude petroleum & natural gas • New York
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CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT BY AND BETWEEN SANCHEZ ENERGY PARTNERS I, LP AND SANCHEZ ENERGY CORPORATION
Contribution, Conveyance and Assumption Agreement • November 15th, 2011 • Sanchez Energy Corp • Crude petroleum & natural gas • Texas

This Contribution, Conveyance and Assumption Agreement (this “Agreement”) is made and entered into as of [•], 2011, by and between Sanchez Energy Partners I, LP, a Delaware limited partnership (“SEP I”), and Sanchez Energy Corporation, a Delaware corporation (the “Company”).

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REGISTRATION RIGHTS AGREEMENT BETWEEN SANCHEZ ENERGY CORPORATION AND SANCHEZ ENERGY PARTNERS I, LP DATED AS OF [•], 2011
Registration Rights Agreement • November 15th, 2011 • Sanchez Energy Corp • Crude petroleum & natural gas

REGISTRATION RIGHTS AGREEMENT dated as of [•], 2011 (this “Agreement”), between SANCHEZ ENERGY CORPORATION, a Delaware corporation (the “Company”), and SANCHEZ ENERGY PARTNERS I, LP, a Delaware limited partnership (“SEP I”).

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Geophysical Seismic Data Use License Agreement
License Agreement • November 15th, 2011 • Sanchez Energy Corp • Crude petroleum & natural gas • Texas

This Geophysical Seismic Data Use License Agreement (this “License Agreement”) is executed as of [•], 2011, by and among Sanchez Oil & Gas Corporation, a Delaware corporation (“SOG”), and the following (individually, a “Company,” collectively, the “Companies”): Sanchez Energy Corporation, a Delaware corporation (“Energy Corporation”), SEP Holdings III, LLC, a Delaware limited liability company, [*], and any other subsidiary of the Company that has executed a written agreement pursuant to which such entity becomes a party to this License Agreement and agrees to be bound by the provisions hereof as if such entity was a party hereunder.

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