0001193125-13-254734 Sample Contracts

APPROACH RESOURCES INC., AS ISSUER AND ANY SUBSIDIARY GUARANTORS PARTIES HERETO, AS SUBSIDIARY GUARANTORS TO WELLS FARGO BANK, NATIONAL ASSOCIATION, AS TRUSTEE SENIOR INDENTURE DATED AS OF JUNE 11, 2013
Indenture • June 11th, 2013 • Approach Resources Inc • Crude petroleum & natural gas • New York

INDENTURE, dated as of June 11, 2013, among Approach Resources Inc., a corporation duly organized and existing under the laws of the State of Delaware (herein called the “Company”), having its principal office at One Ridgmar Centre, 6500 West Freeway, Suite 800, Fort Worth, Texas 76116, each of the Subsidiary Guarantors (as hereinafter defined) parties hereto and Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States, as Trustee (herein called the “Trustee”).

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Approach Resources Inc. Underwriting Agreement
Underwriting Agreement • June 11th, 2013 • 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 you are acting as representative (the “Representative”), $250,000,000 principal amount of its 7.00% Senior Notes due 2021 (the “Securities”). The Securities will be issued pursuant to an Indenture to be dated as of June 11, 2013 (the “Base Indenture”) among the Company, the guarantors listed in Schedule 2 hereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), and will be guaranteed on an unsecured senior basis by each of the Guarantors (the “Guarantees”). Certain terms of the Securities will be established pursuant to a supplemental indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) The Securities will be issued only in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “DTC”).

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