Energy & Exploration Partners, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • October 17th, 2012 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • Delaware

This Indemnification Agreement (“Agreement”) is made as of , 2012 by and between Energy & Exploration Partners, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering the subject matter of this Agreement.

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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”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • October 25th, 2012 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • Texas

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the [DAY] day of [MONTH], 2012, by and between Joseph C. Daches (the “Executive”) and Energy and Exploration Partners, LLC (the “Company”).

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. SENIOR TRANCHE A NOTES DUE 2018 NOTE PURCHASE AGREEMENT DATED AS OF APRIL 8, 2013
Note Purchase Agreement • September 27th, 2013 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • New York

This NOTE PURCHASE AGREEMENT, dated as of April 8, 2013 (the “Agreement”), is entered into by and among Energy & Exploration Partners, Inc., a Delaware corporation (the “Issuer”);

ENERGY & EXPLORATION PARTNERS, INC. SENIOR TRANCHE A NOTES DUE 2018 NOTE PURCHASE AGREEMENT DATED AS OF APRIL 8, 2013
Note Purchase Agreement • May 13th, 2013 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • New York

This NOTE PURCHASE AGREEMENT, dated as of April 8, 2013 (the “Agreement”), is entered into by and among Energy & Exploration Partners, Inc., a Delaware corporation (the “Issuer”);

SECOND AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • August 8th, 2014 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • Delaware

This Second Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of July 10, 2014 (the “Effective Date”) by and among Energy & Exploration Partners, Inc., a Delaware corporation (the “Company”), and each of the Holders named on Exhibit A hereto. This Agreement amends, restates and replaces in its entirety the Amended and Restated Registration Rights Agreement dated as of April 8, 2013 among the Company and the Holders, as amended by the First Amendment thereto dated as of March 27, 2014 (the “Original Agreement”).

SECOND AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
Stockholders Agreement • September 12th, 2014 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • Delaware

This Second Amended and Restated Stockholders Agreement (this “Agreement”) is made and entered into as of July 10, 2014 (the “Effective Date”) by and among Energy & Exploration Partners, Inc., a Delaware corporation (the “Company”), and each of the Holders named on Exhibit A hereto. This Agreement amends, restates and replaces in its entirety the Amended and Restated Stockholders Agreement dated as of April 8, 2013 among the Company and the Holders, as amended by the First Amendment thereto dated as of March 26, 2014 (the “Original Agreement”).

ENERGY & EXPLORATION PARTNERS, INC.
Restricted Stock Award Agreement • September 12th, 2014 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • Delaware

THIS THIRD AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT, dated as of March 31, 2014 (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).

AMENDMENT TO WARRANT TO PURCHASE SERIES A PREFERRED STOCK OF ENERGY & EXPLORATION PARTNERS, INC.
Energy & Exploration Partners, Inc. • September 12th, 2014 • Crude petroleum & natural gas • Delaware

THIS AMENDMENT TO WARRANT TO PURCHASE SERIES A PREFERRED STOCK (this “Amendment”), is entered into by and between Energy & Exploration Partners, Inc. (the “Company”) and [ ] (“Holder”), as of July 10, 2014 (the “Effective Date”).

STIPULATION OF INTEREST
Energy & Exploration Partners, Inc. • October 17th, 2012 • Crude petroleum & natural gas

This Stipulation of Interest agreement is made and entered into this 20th day of August, 2012 (the “Stipulation of Interest”), by and between ENERGY & EXPLORATION PARTNERS, LLC whose address is P.O. Box 471428, Fort Worth, Texas 76147-1376 (“Assignor”), Halcón Energy Properties, Inc., a Delaware corporation, whose address is 1100 Louisiana Street, Suite 6700, Houston, Texas 77002 (“Halcón”), and the parties set forth below (the “Assignees”):

AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT by and between CHESAPEAKE EXPLORATION, L.L.C. ARCADIA RESOURCES, L.P. JAMESTOWN RESOURCES, L.L.C. (the “Sellers”) and ENERGY & EXPLORATION PARTNERS, LLC (the “Buyer”) October 8, 2012
Purchase and Sale Agreement • October 17th, 2012 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • Texas

THIS AMENDED AND RESTATED PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into this 8th day of October, 2012 (the “Execution Date”), between CHESAPEAKE EXPLORATION, L.L.C., an Oklahoma limited liability company (“CELLC”), ARCADIA RESOURCES, L.P., an Oklahoma limited partnership (“AR”), and JAMESTOWN RESOURCES, L.L.C., an Oklahoma limited liability company (“JR” and, together with CELLC and AR, individually, a “Seller” and, collectively, the “Sellers”), and ENERGY & EXPLORATION PARTNERS, LLC, a Delaware limited liability company (the “Buyer”). The Buyer and the Sellers may be referred to herein collectively as the “Parties”, or individually as a “Party”.

CREDIT AGREEMENT dated as of June 26, 2012 among ENERGY & EXPLORATION PARTNERS, LLC as Borrower, the Lenders Party Hereto and GUGGENHEIM CORPORATE FUNDING, LLC, as Administrative Agent $100,000,000 Senior Secured Advancing Line of Credit
Credit Agreement • September 10th, 2012 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • New York

This CREDIT AGREEMENT, dated as of June 26, 2012, is entered into by and among ENERGY AND EXPLORATION PARTNERS, LLC, a Delaware limited liability company (“Borrower”), the Lenders (defined below) from time to time party hereto and GUGGENHEIM CORPORATE FUNDING, LLC (“GCF”), as administrative agent (in such capacity, “Administrative Agent”).

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.

FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • September 10th, 2012 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas

This Fifth Amendment to Purchase and Sale Agreement (this “Fifth Amendment”), is dated as of July 16, 2012, by and between Energy & Exploration Partners, LLC, a Delaware limited liability company (“Seller”), and Halcón Energy Properties, Inc., a Delaware corporation (and f/k/a RWG Energy, Inc.) (“Buyer”). Seller and Buyer are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

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
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.

NINTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • October 17th, 2012 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas

This Ninth Amendment to Purchase and Sale Agreement (this “Ninth Amendment”), is dated as of September 17, 2012, by and between Energy & Exploration Partners, LLC, a Delaware limited liability company (“Seller”), and Halcón Energy Properties, Inc., a Delaware corporation (and f/k/a RWG Energy, Inc.) (“Buyer”). Seller and Buyer are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

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
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.

GUGGENHEIM CORPORATE FUNDING, LLC
Guggenheim Corporate Funding • September 10th, 2012 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas

Re: Credit Agreement dated as of June 26, 2012, by and among Energy & Exploration Partners, LLC (“Borrower”), Guggenheim Corporate Funding, LLC, as Administrative Agent (“Administrative Agent”) for the lenders from time to time party thereto (the “Lenders”), and the Lenders (as such Credit Agreement is from time to time amended, supplemented, restated or otherwise modified, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meaning given such terms in the Credit Agreement).

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).

FIRST AMENDMENT TO EQUITY KICKER LETTER
Equity Kicker Letter • September 10th, 2012 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • New York

THIS FIRST AMENDMENT TO EQUITY KICKER LETTER (this “Amendment”) is entered into effective as of July 11, 2012, by and between ENERGY & EXPLORATION PARTNERS, LLC, a Delaware limited liability company (“Borrower”) and GUGGENHEIM CORPORATE FUNDING, LLC, as administrative agent under the Credit Agreement (defined below) (in such capacity, “Administrative Agent”).

EIGHTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • October 17th, 2012 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas

This Eighth Amendment to Purchase and Sale Agreement (this “Eighth Amendment”), is dated as of September 13, 2012, by and between Energy & Exploration Partners, LLC, a Delaware limited liability company (“Seller”), and Halcón Energy Properties, Inc., a Delaware corporation (and f/k/a RWG Energy, Inc.) (“Buyer”). Seller and Buyer are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

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THIRD AMENDMENT TO PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • September 10th, 2012 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas

This Third Amendment to Purchase and Sale Agreement (this “Third Amendment”), is dated as of May 24, 2012, by and between Energy & Exploration Partners, LLC, a Delaware limited liability company (“Seller”), and Halcón Energy Properties, Inc., a Delaware corporation (and f/k/a RWG Energy, Inc.) (“Buyer”). Seller and Buyer are sometimes referred to herein, individually, as a “Party” and, collectively, as the “Parties.”

ENERGY & EXPLORATION PARTNERS, INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • September 12th, 2014 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • New York

Energy & Exploration Partners, Inc., a Delaware corporation (the “Company”), is issuing and selling to Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Global Hunter Securities, LLC (together with its affiliate Sea Port Group Securities, LLC) (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement, dated July 10, 2014, by and among the Company and the Initial Purchasers (the “Purchase Agreement”), $375,000,000 aggregate principal amount of the Company’s 8.0% Convertible Subordinated Notes due 2019 (the “Notes”). The Notes will be convertible into shares of common stock of the Company (the “Conversion Shares”).

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
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
Energy & Exploration Partners, Inc. • April 4th, 2014 • 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.

CONTRIBUTION AGREEMENT
Letter Agreement • September 10th, 2012 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • Delaware

This Contribution Agreement, dated as of August 22, 2012 (this “Agreement”), is made by and among Energy & Exploration Partners, Inc., a Delaware corporation (“Holdco”), Hunt Pettit, a natural person (“Pettit”), H Pettit HC, Inc., a Texas corporation (“HPHC”), the persons identified as Fund Limited Partners on Schedule I hereto (collectively, the “Fund Limited Partners” and, each individually, a “Fund Limited Partner”), and the persons identified as Niobrara Investors on Schedule II hereto (collectively, the “Niobrara Investors” and, each individually, a “Niobrara Investor”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Energy & Exploration Partners, LLC, a Delaware limited liability company (“ENEXP”), also is executing this Agreement solely for the purpose of the consent and releases set forth in Sections 1.3 and 1.4.

CREDIT AGREEMENT dated as of July 22, 2014 among ENERGY & EXPLORATION PARTNERS, INC., as Holdings, ENERGY & EXPLORATION PARTNERS, LLC, as Borrower, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent and...
Credit Agreement • September 12th, 2014 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • New York

CREDIT AGREEMENT dated as of July 22, 2014 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among ENERGY & EXPLORATION PARTNERS, INC., a Delaware corporation (“Holdings”), ENERGY & EXPLORATION PARTNERS, LLC, a Delaware limited liability company (the “Borrower”), the Lenders (such term and each other capitalized term used but not defined in this preamble and the introductory statement below having the meaning given it in Article I), and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, acting through one or more of its branches or affiliates (“Credit Suisse”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) for the Lenders.

PURCHASE AND SALE AGREEMENT by and between CHESAPEAKE EXPLORATION, L.L.C. ARCADIA RESOURCES, L.P. JAMESTOWN RESOURCES, L.L.C. (the “Sellers”) and ENERGY & EXPLORATION PARTNERS, LLC (the “Buyer”) September 10, 2012
Purchase and Sale Agreement • September 10th, 2012 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • Texas

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into this 10th day of September, 2012 (the “Execution Date”), between CHESAPEAKE EXPLORATION, L.L.C., an Oklahoma limited liability company (“CELLC”), ARCADIA RESOURCES, L.P., an Oklahoma limited partnership (“AR”), and JAMESTOWN RESOURCES, L.L.C., an Oklahoma limited liability company (“JR” and, together with CELLC and AR, individually, a “Seller” and, collectively, the “Sellers”), and ENERGY & EXPLORATION PARTNERS, LLC, a Delaware limited liability company (the “Buyer”). The Buyer and the Sellers may be referred to herein collectively as the “Parties”, or individually as a “Party”.

ENERGY & EXPLORATION PARTNERS, INC. [•] Shares of Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • October 17th, 2012 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • New York

The undersigned understands that Canaccord Genuity Inc. and Johnson Rice & Company L.L.C., as representatives (the “Representatives”), propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the several Underwriters named in such agreement (collectively, the “Underwriters”), with Energy & Exploration Partners, Inc., a Delaware corporation (the “Company”), and the Selling Stockholders named therein with respect to the public offering by the Company and the Selling Stockholders of shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to a Registration Statement on Form S-1 filed with the Securities and Exchange Commission (the “SEC”), as amended (the “Registration Statement”).

LEASE PURCHASE AGREEMENT
Lease Purchase Agreement • September 10th, 2012 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • Texas

The parties to this Lease Purchase Agreement (this “Agreement”), dated as of the 5th day of April, 2012 (the “Execution Date”), are HERD PRODUCING COMPANY, INC. (hereinafter referred to as “Seller”), and ENERGY & EXPLORATION PARTNERS, LLC (hereinafter referred to as “Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

Contract
Energy & Exploration Partners, Inc. • May 13th, 2013 • Crude petroleum & natural gas • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD, UNLESS REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY MAY BE REQUIRED BY THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT), AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF THIS WARRANT.

PURCHASE AND SALE AGREEMENT BETWEEN ENERGY & EXPLORATION PARTNERS, LLC (SELLER) AND CEU HUNTSVILLE, LLC (BUYER) AUGUST 23, 2012
Purchase and Sale Agreement • September 10th, 2012 • Energy & Exploration Partners, Inc. • Crude petroleum & natural gas • Texas

THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is executed as of this 23rd day of August 2012, by ENERGY & EXPLORATION PARTNERS, LLC, a Delaware limited liability company (“Seller”), and CEU HUNTSVILLE, LLC, a Delaware limited liability company (“Buyer”).

Contract
Energy & Exploration Partners, Inc. • May 13th, 2013 • Crude petroleum & natural gas • Delaware

THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED OR SOLD, UNLESS REGISTERED UNDER THE SECURITIES ACT OR UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY MAY BE REQUIRED BY THE COMPANY TO THE EFFECT THAT SUCH OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT), AND MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF THIS WARRANT.

ENERGY & EXPLORATION PARTNERS, INC. FIRST AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • May 13th, 2013 • 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 Brian Nelson (the “Participant”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed thereto in the Agreement (as defined below).

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