0001193125-16-471746 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • February 22nd, 2016 • Devon Energy Corp/De • Crude petroleum & natural gas • New York

Devon Energy Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the Underwriters named in Schedule A annexed hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 69,000,000 shares (the “Firm Securities”) and, at the election of the Underwriters, up to 10,350,000 additional shares (the “Optional Securities”) of common stock, par value $0.10 per share (“Stock”) of the Company (the Firm Securities and the Optional Securities that the Underwriters elect to purchase pursuant to Section 1 hereof being collectively called the “Securities”).

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