0001193125-14-131966 Sample Contracts

ENERGY & EXPLORATION PARTNERS, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • April 4th, 2014 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of August 22, 2012 (the “Date of Grant”), is made by and between Energy & Exploration Partners, Inc., a Delaware corporation (the “Company”), and Tom McNutt (the “Participant”).

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ENERGY & EXPLORATION PARTNERS, INC. FIRST AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • April 4th, 2014 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • Delaware

THIS FIRST AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT, dated as of November 16, 2012 (the “Amendment”), is made by and between Energy & Exploration Partners, Inc., a Delaware corporation (the “Company”), and Tom McNutt (the “Participant”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Agreement (as defined below).

ENERGY & EXPLORATION PARTNERS, INC.
Restricted Stock Award Agreement • April 4th, 2014 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • Delaware

THIS SECOND AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT, dated as of December 1, 2013 (this “Amendment”), is made by and between Energy & Exploration Partners, Inc., a Delaware corporation (the “Company”), and Brian Nelson (the “Participant”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Agreement (as defined below).

FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • April 4th, 2014 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • Delaware

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.

ENERGY & EXPLORATION PARTNERS, INC. THIRD SUPPLEMENT TO NOTE PURCHASE AGREEMENT Dated as of March 27, 2014 Re: $60,000,000 Senior Tranche D Notes Due March 2019
Third Supplement to Note Purchase Agreement • April 4th, 2014 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • New York

This Third Supplement to Note Purchase Agreement (this “Third Supplement”) is among Energy & Exploration Partners, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined in the Note Purchase Agreement described below), Cortland Capital Market Services LLC, as the administrative agent (the “Administrative Agent”) and the Holders named on Schedule A attached hereto.

ENERGY & EXPLORATION PARTNERS, INC. SECOND SUPPLEMENT TO NOTE PURCHASE AGREEMENT Dated as of January 31, 2013 Re: $15,000,000 Senior Tranche C Notes DUE December 2018
Second Supplement to Note Purchase Agreement • April 4th, 2014 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • New York

This Second Supplement to Note Purchase Agreement (this “Second Supplement”) is among Energy & Exploration Partners, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined in the Note Purchase Agreement described below), Cortland Capital Market Services LLC, as the administrative agent (the “Administrative Agent”) and the Holders named on Schedule A attached hereto.

ENERGY & EXPLORATION PARTNERS, INC.
Restricted Stock Award Agreement • April 4th, 2014 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • Delaware

THIS SECOND AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT, dated as of December 1, 2013 (this “Amendment”), is made by and between Energy & Exploration Partners, Inc., a Delaware corporation (the “Company”), and Tom McNutt (the “Participant”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Agreement (as defined below).

ENERGY & EXPLORATION PARTNERS, INC. FIRST SUPPLEMENT TO NOTE PURCHASE AGREEMENT Dated as of December 12, 2013 Re: $25,000,000 Senior Tranche B Notes DUE December 2018
First Supplement to Note Purchase Agreement • April 4th, 2014 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • New York

This First Supplement to Note Purchase Agreement (this “First Supplement”) is among Energy & Exploration Partners, Inc., a Delaware corporation (the “Issuer”), the Guarantors (as defined in the Note Purchase Agreement described below), Cortland Capital Market Services LLC, as the administrative agent (the “Administrative Agent”) and the Holders named on Schedule A attached hereto.

FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • April 4th, 2014 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • Delaware

This FIRST AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS 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 Stockholders 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.

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