13,333,334 Shares Matador Resources Company Common Stock ($0.01 Par Value) EQUITY UNDERWRITING AGREEMENTEquity Underwriting Agreement • February 7th, 2012 • Matador Resources Co • Crude petroleum & natural gas • New York
Matador Resources Company, a Texas corporation (the “Issuer”), and certain shareholders of the Issuer (the “Selling Shareholders”) propose to sell to the several underwriters (the “Underwriters”) named in Schedule I hereto for whom you are acting as representatives (the “Representatives”) an aggregate of 13,333,334 shares (the “Firm Securities”) of the Issuer’s common stock, $0.01 par value (the “Common Stock”), of which 11,666,667 shares will be sold by the Issuer and 1,666,667 shares will be sold by the Selling Shareholders listed on Schedules II and III. The respective amounts of the Firm Securities to be so purchased by the several Underwriters are set forth opposite their names in Schedule I hereto, and the respective amounts to be sold by the Selling Shareholders are set forth opposite their names in Schedules II and III hereto. Schedule III hereto sets forth certain Selling Shareholders that have agreed to exercise stock options (the “Options”) on or before the Closing Date (as
NONQUALIFIED STOCK OPTION AGREEMENT MATADOR RESOURCES COMPANYNonqualified Stock Option Agreement • February 7th, 2012 • Matador Resources Co • Crude petroleum & natural gas
