0001520006-15-000008 Sample Contracts

FORM OF EMPLOYMENT AGREEMENT
Employment Agreement • March 2nd, 2015 • Matador Resources Co • Crude petroleum & natural gas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into on February 27, 2015, to be effective as of the Effective Date (as defined below) by and between Matador Resources Company, a Texas corporation (“Matador”), which is the holding company of MRC Energy Company (“MRC”), acting through its Board of Directors (the “Board”), and Van H. Singleton, II (“Employee”). For purposes of this Agreement, (i) the “Company” shall mean Matador and MRC, and (ii) the “Effective Date” shall mean February 5, 2015, or such other date as the Board and Employee may agree.

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FORM OF RESTRICTED STOCK AWARD AGREEMENT MATADOR RESOURCES COMPANY
Restricted Stock Award Agreement • March 2nd, 2015 • Matador Resources Co • Crude petroleum & natural gas
FORM OF NONQUALIFIED STOCK OPTION AGREEMENT MATADOR RESOURCES COMPANY
Nonqualified Stock Option Agreement • March 2nd, 2015 • Matador Resources Co • Crude petroleum & natural gas
Matador Resources Letterhead] February 26, 2015
Independent Contractor Agreement • March 2nd, 2015 • Matador Resources Co • Crude petroleum & natural gas

Reference is made to that certain independent contractor agreement between Matador Resources Company (“Matador”), acting through its board of directors, David F. Nicklin and David F. Nicklin International Consulting, Inc. (the “Contractor”), dated August 9, 2011, effective as of August 12, 2011 (the “Effective Date”) and amended as of December 1, 2011 (as amended, the “Agreement”). All capitalized terms not defined herein shall have the meaning given to them in the Agreement.

AMENDMENT NO. 3 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 2nd, 2015 • Matador Resources Co • Crude petroleum & natural gas

THIS AMENDMENT NO. 3 to Agreement and Plan of Merger (this “Amendment”), dated as of February 6, 2015, is made by and among HEYCO Energy Group, Inc., a Delaware corporation (the “Sole Shareholder”), Harvey E. Yates Company, a New Mexico corporation (the “Company”), Matador Resources Company, a Texas corporation (“Parent”), and MRC Delaware Resources, LLC, a Texas limited liability company and direct wholly owned subsidiary of Parent (“MRC Delaware”).

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 2nd, 2015 • Matador Resources Co • Crude petroleum & natural gas

THIS AMENDMENT NO. 1 to Agreement and Plan of Merger (this “Amendment”), dated as of January 26, 2015, is made by and among HEYCO Energy Group, Inc., a Delaware corporation (the “Sole Shareholder”), Harvey E. Yates Company, a New Mexico corporation (the “Company”), Matador Resources Company, a Texas corporation (“Parent”), and MRC Delaware Resources, LLC, a Texas limited liability company and direct wholly owned subsidiary of Parent (“MRC Delaware”).

AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • March 2nd, 2015 • Matador Resources Co • Crude petroleum & natural gas

THIS AMENDMENT NO. 2 to Agreement and Plan of Merger (this “Amendment”), dated as of February 2, 2015, is made by and among HEYCO Energy Group, Inc., a Delaware corporation (the “Sole Shareholder”), Harvey E. Yates Company, a New Mexico corporation (the “Company”), Matador Resources Company, a Texas corporation (“Parent”), and MRC Delaware Resources, LLC, a Texas limited liability company and direct wholly owned subsidiary of Parent (“MRC Delaware”).

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