0001564590-16-019591 Sample Contracts

Gastar Exploration Inc. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 16th, 2016 • Gastar Exploration Inc. • Crude petroleum & natural gas • New York

Gastar Exploration Inc., a Delaware corporation (the “Company”), proposes to sell 50,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). In addition, the Company proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 7,500,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This Agreement is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.

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WAIVER
Waiver • May 16th, 2016 • Gastar Exploration Inc. • Crude petroleum & natural gas • New York

This Waiver dated as of May 10, 2016 ("Waiver Effective Date"), is among Gastar Exploration Inc., a Delaware corporation ("Borrower"), the Lenders (as defined below) party hereto constituting the Required Lenders, and Wells Fargo Bank, National Association, as administrative agent for such Lenders (in such capacity, the "Administrative Agent"), as collateral agent (in such capacity, the "Collateral Agent"), as swing line lender (in such capacity, the "Swing Line Lender"), as issuing lender (in such capacity, the "Issuing Lender").

Amendment to the Rights Agreement
Rights Agreement • May 16th, 2016 • Gastar Exploration Inc. • Crude petroleum & natural gas

This Amendment to the Rights Agreement, by Gastar Exploration Inc., a Delaware corporation (the “Company”), is dated as of May 11, 2016 (this “Amendment”).

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