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Underwriting Agreement
  
    Registration Statement




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Purchase of the Shares by the Underwriters




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Representations and Warranties of the Company
 Preliminary Prospectus. provided
 Time of Sale Information provided
 Issuer Free Writing Prospectus.




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provided
 Registration Statement and Final Prospectus. provided
 Incorporated Documents.




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Financial Statements.
 No Material Adverse Change.
 Organization and Good Standing.




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Capitalization.
 Due Authorization.
 The Shares.
 The Underlying Securities
 No Violation or Default.




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No Conflicts.
 No Consents Required.
 Legal Proceedings.
 Independent Accountants
 Title to Real and Personal Property.




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Title to Intellectual Property.
 No Undisclosed Relationships.
 Investment Company Act.
 Taxes.
 Licenses and Permits.




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No Labor Disputes.
 Compliance With Environmental Laws.
 Compliance With ERISA.
 Disclosure Controls
 Accounting Controls.




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Insurance.
 No Unlawful Payments.
 Compliance with Money Laundering Laws
 Compliance with OFAC.




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No Restrictions on Subsidiaries
 No Brokers Fees.
 No Stabilization.
 Margin Rules
 Forward-Looking Statements.
 Statistical and Market Data.
 Sarbanes-Oxley Act




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Status under the Securities Act
 DTC.
 Further Agreements of the Company
 Required Filings.
 Delivery of Copies. provided
 Amendments or Supplements, Issuer Free Writing Prospectuses.




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Notice to the Representative.
 Ongoing Compliance.




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Blue Sky Compliance. provided
 Earning Statement.
 Clear Market. provided




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Use of Proceeds.
 No Stabilization.
 Underlying Securities
 Reports. provided
 Record Retention
 Certain Agreements of the Underwriters




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provided provided further
   Conditions of Underwriters Obligations.
 Registration Compliance; No Stop Order.
 Representations and Warranties.
 No Downgrade.




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No Material Adverse Change.
 Officers Certificate.
 Comfort Letters. provided
 Opinion of Counsel for the Company.




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Opinion of Counsel for the Underwriters.
 No Legal Impediment to Issuance.
 Good Standing
 Exchange Listing.
 Lock-up Agreements
 DTC
 Additional Documents
  Indemnification and Contribution
 Indemnification of the Underwriters.




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provided however
 Indemnification of the Company.
 Notice and Procedures.




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provided provided further provided however




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Contribution.
 Limitation on Liability. pro rata




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Non-Exclusive Remedies.
 Effectiveness of Agreement
 Termination
 Defaulting Underwriter




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Payment of Expenses .




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Persons Entitled to Benefit of Agreement
 Survival
 Certain Defined Terms
 Miscellaneous Authority of the Representative.
 Notices.




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Governing Law.
 Counterparts.
 Amendments or Waivers.
 Headings.




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Very truly yours,
PETROQUEST ENERGY, INC.By
    /s/ Charles T. GoodsonTitle: Chairman, President and CEO    By
    
    /s/ Paul OHern

                    Authorized Signatory




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Underwriter
    
    Number of SharesJ.P. Morgan Securities Inc.
    
    
    910,000Howard Weil Incorporated
    
    
    156,000Johnson Rice & Company L.L.C.
    
    
    156,000Coker & Palmer, Inc.
    
    
    78,000Total
    
    
    1,300,000




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