FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Exhibit 10.39
FIRST AMENDMENT TO
AMENDED AND RESTATED
This FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of March 27, 2014 by and among Energy & Exploration Partners, Inc., a Delaware corporation (the “Company”), and each of the undersigned Holders. This Amendment amends the Amended and Restated Registration Rights Agreement dated as of April 8, 2013 among the Company and the Holders (the “Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings given to such terms in the Agreement.
RECITALS:
WHEREAS, on the date hereof, the Company is issuing warrants to purchase shares of Preferred Stock to certain Holders, and in connection therewith the Company and the Holders desire to amend the Agreement such that the shares of Common Stock issuable upon the conversion of the shares of Preferred Stock issuable upon the exercise of such warrants will constitute Registrable Common Stock.
NOW, THEREFORE, in consideration of the premises, the agreements contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1. Amendments to Agreement. Effective as of the date hereof, the Agreement is hereby amended as follows:
(a) Clause (ii) of the definition of “Registrable Common Stock” in Section 1 of the Agreement is amended to delete therefrom the phrase “on the date hereof”.
(b) The definition of “Warrants” in Section 1 of the Agreement is amended and restated to read in its entirety as follows:
“Warrants” means the warrants to purchase Series A Preferred Stock or Series B Preferred Stock issued pursuant to the Note Purchase Agreement dated as of April 8, 2013 among the Company, as Issuer, Cortland Capital Market Services LLC, as administrative agent for the Holders named therein and the Holders named therein, as amended by the First Supplement to Note Purchase Agreement, dated as of December 12, 2013, the Second Supplement to Note Purchase Agreement, dated as of January 31, 2014, and the Third Supplement to Note Purchase Agreement, dated as of March 27, 2014.
SECTION 2. Continuing Effect. Except as specifically amended by this Amendment, the Agreement shall continue to be in full force and effect and is hereby ratified and confirmed in all respects and for all purposes.
SECTION 3. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
SECTION 4. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.
[Signature pages follow]
EXECUTED and delivered on the date first above written.
| COMPANY: |
| ENERGY & EXPLORATION PARTNERS, INC. |
| By: | /s/ X. Xxxx Xxxxxx | |
| Name: X. Xxxx Xxxxxx |
| Title: President and Secretary |
| HOLDERS: |
| H XXXXXX XX, INC. |
| By: | /s/ X. Xxxx Xxxxxx | |
| Name: X. Xxxx Xxxxxx |
| Title: President and Secretary |
Signature Page to First Amendment to Amended and Restated Registration Rights Agreement
| Oso + Toro Multi Strategy Fund Series Interests of the SALI Multi-Series Fund II 3(c)(1), L.P. | ||
| By: | SALI Fund Management, LLC | |
| Its: | Investment Manager | |
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Its: | Chief Financial Officer | |||
Signature Page to First Amendment to Amended and Restated Registration Rights Agreement
| Oso + Toro Multi Strategy Fund (Tax Exempt) Segregated Portfolio of SALI Multi-Series Fund SPC, Ltd. | ||
| By: | SALI Fund Partners, LLC | |
| Its: | General Partner | |
| By: | /s/ Xxxxxx X. Xxxxxx | |||
| Name: | Xxxxxx X. Xxxxxx | |||
| Its: | Chief Financial Officer | |||
Signature Page to First Amendment to Amended and Restated Registration Rights Agreement
| /s/ Xxxx Xxxxxx |
| Xxxx Xxxxxx |
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| /s/ Xxxxx Xxxxxxx |
| Xxxxx Xxxxxxx |
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| /s/ Xxxxxxx Xxxx Xxxx |
| Xxxxxxx Xxxx Xxxx |
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| /s/ Xxxxxx Xxxxxxx |
| Xxxxxx Xxxxxxx |
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| /s/ Xxxxx Xxxxxx |
| Xxxxx Xxxxxx |
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| /s/ Xxxxxxx X. Xxxxxxxxx |
| Xxxxxxx X. Xxxxxxxxx |
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| /s/ Xxxxx Xxxxxxx |
| Xxxxx Xxxxxxx |
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| /s/ Xxxxx Xxxxxx |
| Xxxxx Xxxxxx |
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| /s/ Xxxxx Xxxxx |
| Xxxxx Xxxxx |
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| Xxxxxx Xxxxxxx |
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| /s/ Xxx XxXxxx |
| Xxx XxXxxx |
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| /s/ Xxxxx Xxxx |
| Xxxxx Xxxx |
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| /s/ Xxxx Xxxxxxxx |
| Xxxx Xxxxxxxx |
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| /s/ Xxx Xxxx |
| Xxx Xxxx |
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| /s/ Xxxxx Xxxxx |
| Xxxxx Xxxxx |
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| /s/ Xxxx Xxxxxxxx |
| Xxxx Xxxxxxxx |
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| /s/ Xxxxxxxx X. Van Ingen |
| Xxxxxxxx X. Van Ingen |
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| /s/ Xxxxx Xxxxxx |
| Xxxxx Xxxxxx |
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| /s/ Xxxx Xxxxx |
| Xxxx Xxxxx |
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| /s/ Xxxx Xxxxxx Xxxxxx, Xx. |
| Xxxx Xxxxxx Xxxxxx, Xx. |
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| /s/ Xxxxxxxxx Xxxxxx XxXxxxxxx |
| Xxxxxxxxx Xxxxxx XxXxxxxxx |
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| /s/ Xxxxxx Xxxxxx Xxxxxxxxxx |
| Xxxxxx Xxxxxx Xxxxxxxxxx |
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| /s/ XXX XxXXXX |
| XXX XxXXXX, as Trustee of the XXXXXX XXXXXX FAMILY TRUST |
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| /s/ XXX XxXXXX |
| XXX XxXXXX, as Trustee of the XXXXXX XXXXXX EDUCATION TRUST |
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| /s/ XXXXX XXXXXXX XXXXXX |
| XXXXX XXXXXXX XXXXXX, as Trustee of the XXXXXX 2012 CHILDREN’S TRUST |
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| /s/ XXXXX XXXXXXX XXXXXX |
| XXXXX XXXXXXX XXXXXX, as Trustee of the XXXXXX 2012 FAMILY TRUST |
Signature Page to First Amendment to Amended and Restated Registration Rights Agreement
| Highbridge Principal Strategies – Mezzanine Partners II Delaware Subsidiary, LLC | ||
| By: | Highbridge Principal Strategies Mezzanine Partners II GP, L.P. | |
| Its: | Manager | |
| By: | Highbridge Principal Strategies, LLC, | |
| Its: | General Partner | |
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Managing Director | ||
Signature Page to First Amendment to Amended and Restated Registration Rights Agreement
| Highbridge Principal Strategies – AP Mezzanine Partners II, L.P. | ||
| By: | Highbridge Principal Strategies Mezzanine Partners II GP, L.P. | |
| Its: | General Partner | |
| By: | Highbridge Principal Strategies, LLC, | |
| Its: | General Partner | |
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Managing Director | ||
Signature Page to First Amendment to Amended and Restated Registration Rights Agreement
| ENXP OFFSHORE, L.P. | ||
| By: | Highbridge Principal Strategies Mezzanine Partners II Offshore GP, L.P. | |
| Its: | General Partner | |
| By: | Highbridge Principal Strategies, LLC, | |
| Its: | General Partner | |
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Managing Director | ||
Signature Page to First Amendment to Amended and Restated Registration Rights Agreement
| ENXP INSTITUTIONAL, L.P. | ||
| By: | Highbridge Principal Strategies Mezzanine Partners II Offshore GP, L.P. | |
| Its: | General Partner | |
| By: | Highbridge Principal Strategies, LLC, | |
| Its: | General Partner | |
| By: | /s/ Xxxxxx Xxxxxxx | |
| Name: Xxxxxx Xxxxxxx | ||
| Title: Managing Director | ||
Signature Page to First Amendment to Amended and Restated Registration Rights Agreement
| Apollo Investment Corporation | ||
| By: | Apollo Investment Management, L.P. | |
| Its: | Advisor | |
| By: | ACC Management, LLC | |
| Its: | General Partner | |
| By: | /s/ Xxx Xxxxxxxxxx | |
| Name: Xxx Xxxxxxxxxx | ||
| Title: President | ||
Signature Page to First Amendment to Amended and Restated Registration Rights Agreement
| Apollo Special Opportunities Managed Account, L.P. | ||
| By: Apollo SOMA Advisors, L.P., its General Partner | ||
| By: Apollo SOMA Capital Management, LLC, its General Partner | ||
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President and Assistant Secretary | ||
Signature Page to First Amendment to Amended and Restated Registration Rights Agreement
| Apollo Centre Street Partnership, L.P. | ||
| By: | Apollo Centre Street Advisors (APO DC), L.P., its General Partner | |
| By: | Apollo Centre Street Advisors (APO DC-GP), LLC, its General Partner | |
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President and Assistant Secretary | ||
Signature Page to First Amendment to Amended and Restated Registration Rights Agreement
| ANS U.S. Holdings Ltd. | ||
| By: | Apollo SK Strategic Advisors, LLC, its sole director | |
| By: | /s/ Xxxxxx X. Xxxxx | |
| Name: Xxxxxx X. Xxxxx | ||
| Title: Vice President and Assistant Secretary | ||
Signature Page to First Amendment to Amended and Restated Registration Rights Agreement
