The DIMIRAK Companies
DIMIRAK FINANCIAL CORP.
DIMIRAK SECURITIES CORP.
This Marketing Agreement (the “Agreement”) dated as of August 1, 2009 between MILLER Energy Resources,
Inc., (the “Offeror”) and The Dimirak Companies, an affiliate of DIMIRAK Financial Corp. and Dimirak
Securities Corp. (collectively, “Dimirak”) relates to the Offeror hiring Dimirak, as marketing agent, to sell
$20,000,000 of MER Income and $25,500,000 of MER Drilling offered by the Offeror (the “Offering”) pursuant
to a private placement of securities (the “Private Placement”) under Regulation D of the Securities and Exchange
Act of 1933, as amended using the Private Placement Memorandum (a “PPM”) attached hereto as Exhibit A .
IN CONSIDERATION of the mutual promises made in this Agreement and for other valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Hiring . The Offeror hereby hires Dimirak on an exclusive basis as provided herein, to market and
sell the Offering pursuant to the PPM. The final terms of the Offering will be negotiated between the Offeror and
the purchasers of the Offering pursuant to a PPM. The Offeror hereby accepts such engagement on a “best
efforts” basis upon the terms and conditions set forth in the Agreement. This Agreement shall not give rise to any
commitment by Dimirak to purchase any of the Offering, Dimirak shall have no authority to bind the Offeror and
this Agreement shall not be construed to create an agency relationship.
Term . The term of this Agreement shall run from the date of this Agreement to the date when all of
the Offering are sold, subject to the provisions set forth below in the section captioned Termination (the
Services to be Provided by Dimirak . In undertaking this assignment, Dimirak will provide the
following services to the Offeror, subject to the provisions set forth below in the sections captioned Certain
Agreements of the Offeror and