Registration Rights Agreement dated as of August 22, 2012




 Exhibit 10.8 
 REGISTRATION RIGHTS AGREEMENT 
 This Registration Rights Agreement (this
“Agreement”) is made and entered into as of the 22nd day of August, 2012 by and among Energy & Exploration Partners, Inc., a Delaware corporation (the “Company”), and each of the other signatories hereto
who are all of the owners of the capital stock of the Company on the date hereof (collectively, the “Stockholders”). 
 Section
1. Definitions 
 Unless otherwise defined herein, as used in this Agreement, the following terms have the following
meanings: 
 “Agreement” has the meaning set forth in the preamble. 

“Automatic Shelf Registration Statement” means a registration statement filed on Form S-3 (or successor form or other
appropriate form under the Securities Act) by a WKSI pursuant to General Instruction I.D. (or other successor or appropriate instruction) of such form. 
 “Business Day” means any day other than a Saturday, Sunday or legal holiday on which banks in New York, New York are authorized or obligated by law to close. 

“Commission” means the Securities and Exchange Commission. 

“Common Stock” means shares of common stock of the Company, $0.01 par value per share. 

“Company” has the meaning set forth in the preamble and includes the Company’s successors by merger, acquisition,
reorganization or otherwise. 
 “Entity” means any corporation, limited liability company, general partnership,
limited partnership, venture, trust, business trust, unincorporated association, estate or other entity. 
 “Exchange
Act” means the Securities Exchange Act of 1934, as amended. 
 “Free Writing Prospectus” means a free
writing prospectus, as defined in Rule 405 under the Securities Act. 
 “Holder” means any Stockholder and any
Person to whom rights hereunder are assigned in accordance with Section 9 for so long as any such Person continues to own Registrable Common Stock. 
 “Initiating Holder(s)” has the meaning set forth in Section 2(a). 
 “IPO” means (i) the Company’s initial public officering of securities pursuant to an effective registration statement under the Securities Act, or (ii) any other
transaction pursuant to which a class of equity securities of the Company becomes registered under Section 12 of the Exchange Act. 
 “Permitted Free Writing Prospectus” has the meaning set forth in Section 3. 
 “Person” means any individual or Entity. 

“Prospectus” has the meaning set forth in Section 5(a). 








 “Registering Stockholder” means any Holder of Registrable Common Stock
giving the Company a notice pursuant to Section 2 or Section 3 hereof requesting that Registrable Common Stock owned by it be included in a proposed registration. 
 “Registrable Common Stock” means the shares of Common Stock owned by the Holders on the date hereof, and any shares or other securities issued in respect of such shares of Registrable
Common Stock because of or in connection with any stock dividend, stock distribution, stock split or purchase in any rights offering or in connection with any exchange for or replacement of such shares of Registrable Common Stock or any combination
of shares, recapitalization, merger or consolidation, or any other equity securities issued pursuant to any other pro rata distribution with respect to the shares of Registrable Common Stock, other than any such shares (a) sold by a Holder in a
transaction in which the Holder’s rights under this Agreement are not assigned pursuant to Section 9, (b) sold pursuant to an effective registration statement under the Securities Act, or (c) sold in a transaction exempt from the
registration and prospectus delivery requirements of the Securities Act (including transactions under Rule 144 or a successor thereto) so that all transfer restrictions and restrictive legends with respect thereto, if any, are removed upon the
consummation of such sale. Shares of restricted Common Stock issued to Stockholders under the Company’s 2012 Stock Incentive Plan shall constitute Registrable Common Stock upon the vesting of such restricted Common Stock in accordance with the
terms of the awards of such restricted Common Stock and the 2012 Stock Incentive Plan. 
 “Registration
Expenses” means, except for Selling Expenses (as hereinafter defined), all expenses incurred in effecting any registration pursuant to this Agreement, including all registration, qualification and filing fees, listing fees, printing
expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, accountants’ fees and expenses including those related to any special audits incident to or required by any such registration and the
reasonable fees and disbursements of one special legal counsel to represent all of the Holders together. 

“Registration Statement” has the meaning set forth in Section 5(a). 

“Rule 144” has the meaning set forth in Section 8. 

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 “Selling Expenses” means all underwriting discounts and selling commissions applicable to the securities
sold in a transaction or transactions registered on behalf of the Holders. 
 “Shelf Registration Statement”
shall mean a registration statement of the Company filed with the Commission on Form S-3 (or any successor form or other appropriate form under the Securities Act) for an offering to be made on a continuous basis pursuant to Rule 415 under the
Securities Act (or any similar rule that may be adopted by the Commission) covering shares of Registrable Common Stock. 

“Stockholders” has the meaning set forth in the preamble. 

“Stockholders Agreement” means the Stockholders Agreement dated the date hereof among the Company and the Stockholders,
as amended and supplemented from time to time. 
 “Violation” has the meaning set forth in Section 7(a).

 “WKSI,” or a well-known seasoned issuer, has the meaning set forth in Rule 405 under the Securities Act.


  
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 Section 2. Demand Registration Rights 

(a) General. If the Company shall receive from any Holder(s) holding at least 20% of the then outstanding shares of Registrable
Common Stock, at any time after 180 days after the date of the completion of an IPO, a written request that the Company file a registration statement with respect to any of such Holder’s shares of Registrable Common Stock (the sender(s) of such
request or any similar request pursuant to this Agreement shall be known as the “Initiating Holder(s)”), then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders,
and subject to the limitations of this Section 2, use its reasonable best efforts to effect, as soon as reasonably practicable (and in any event within sixty (60) days after the date such request is given by the Initiating Holders), the
registration under the Securities Act of the offer and sale of all shares of Registrable Common Stock that the Holders request to be registered. Notwithstanding anything to the contrary in this Agreement, the Initiating Holders may request that the
Company register the sale of such Registrable Common Stock on an appropriate form, including a Shelf Registration Statement (so long as the Company is eligible to use Form S-3) and, if the Company is a WKSI, an Automatic Shelf Registration
Statement. The Company shall not be obligated to take any action to effect any such registration: 
 (i) after it has effected
five such registrations pursuant to this Section 2, and such registrations have been declared or ordered effective; 
 (ii)
within six months after a registration pursuant to this Section 2 that has been declared or ordered effective; 
 (iii)
during the period starting with the date 60 days prior to its good faith estimate of the date of filing of, and ending on a date 180 days after the effective date of, a Company-initiated registration pursuant to which Holders would have piggyback
registration rights pursuant to Section 3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective; 

(iv) where the anticipated aggregate offering price of all securities included in such offering is less than (A) $10,000,000, in the
event such registration is effected through the filing of a Registration Statement on Form S-1 (or any successor form under the Securities Act), or (B) $5,000,000, in the event such registration is effected through the filing of a Registration
Statement on Form S-3 (or any successor or other form under the Securities Act other than Form S-1); or 
 (v) if the Company
shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the board of directors of the Company it would be seriously detrimental to the Company and its equity holders for such
registration statement to be filed at the time filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than 120 days
after receipt of the request of the Initiating Holder(s), provided that the Company shall not defer its obligation in this manner more than once in any twelve month period. 
 (b) Underwriting. In the event that the Initiating Holders elect to conduct an underwritten offering of Registrable Common Stock pursuant to a registration statement filed pursuant to paragraph
(a) of this Section 2, the Company (together with all Holders proposing to distribute their securities through such underwriting) shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected
for such underwriting by the 

  
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Company and reasonably acceptable to the Registering Stockholders holding a majority of the shares of Registrable Common Stock requested to be included in such registration and underwriting.
Notwithstanding any other provision of this Section 2, if the underwriter advises the Registering Stockholders in writing that marketing factors require a limitation of the number of shares to be underwritten, the number of shares of
Registrable Common Stock that may be included in the registration and underwriting shall be allocated among all Registering Stockholders in proportion, as nearly as practicable, to the respective amounts of Registrable Common Stock requested by such
Registering Stockholders to be included in such registration and underwriting. 
 If any Holder of Registrable Common Stock
disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by written notice to the Company, the managing underwriter and the Initiating Holder(s). If by the withdrawal of such Registrable Common Stock a greater number
of shares of Registrable Common Stock held by other Holders may be included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Common
Stock in the registration the right to include additional Registrable Common Stock in the same proportion used in determining the shares that may be included pursuant to the first paragraph of this Section 2(b). If the underwriter has not
limited the number of shares of Registrable Common Stock to be underwritten, the Company may include securities for its own account if the underwriter so agrees and if the number of shares of Registrable Common Stock which would otherwise have been
included in such registration and underwriting will not thereby be limited. 
 Section 3. Piggyback Registrations 

(a) General. If, at any time or from time to time after the date of the completion of an IPO, the Company shall determine to
register the offer and sale of any of its securities for its own account or the account of a stockholder or stockholders exercising their respective demand registration rights (other than a registration pursuant to Section 2 or a registration
effected solely to implement an employee benefit plan or a transaction to which Rule 145 of the Securities Act is applicable) in connection with an underwritten offering of its securities for cash on a form which would permit the registration of
Registrable Common Stock, the Company will: 
 (i) promptly (and in any event no later than twenty (20) days prior to the
filing of any Registration Statement in connection with such offering) give to each Holder written notice thereof; and 
 (ii)
include in such registration and in the underwriting involved therein, all the Registrable Common Stock specified in a written request or requests, made within ten days after giving of such written notice by the Company, by any Holders (except that
(A) if the underwriter determines that marketing factors require a shorter time period and the Company so informs each Holder in the applicable written notice, such written request or requests must be made within five days and (B) in the
case of an “overnight” offering or a “bought deal,” such written request or requests must be made within one Business Day), except as set forth in Section 3(b); provided, however, that the Company may withdraw
any registration statement described in this Section 3 at any time before it becomes effective, or postpone or terminate the offering of securities under such registration statement, without obligation or liability to any Holder. 

  
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 (b) Underwriting. The right of any Holder to registration pursuant to this
Section 3 shall be conditioned upon such Holder’s participation in the underwriting and the inclusion of such Holder’s Registrable Common Stock in the underwriting to the extent provided herein. All Holders proposing to distribute
their Registrable Common Stock through such underwriting shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any
other provision of this Section 3, if the underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the Company shall so advise all Registering Stockholders whose securities would otherwise
be registered and underwritten pursuant hereto, and the number of shares of Registrable Common Stock that may be included in the registration and underwriting shall be allocated among all Registering Stockholders in proportion, as nearly as
practicable, to the respective amounts of Registrable Common Stock requested by such Registering Stockholders to be included in such registration and underwriting, or, if so determined by the underwriter, all Registrable Common Stock shall be
excluded from such registration and underwriting; provided, however, that in no event shall the amount of securities of the Registering Stockholders included in the offering be reduced unless the amount of securities of all other selling equity
holders included in the offering are proportionately reduced. 
 If any Holder disapproves of the terms of any such
underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriter. If by the withdrawal of such Registrable Common Stock a greater number of shares of Registrable Common Stock held by other Holders may be
included in such registration (up to the maximum of any limitation imposed by the underwriters), then the Company shall offer to all Holders who have included Registrable Common Stock in the registration the right to include additional shares of
Registrable Common Stock in the same proportion used in determining the shares that may be included pursuant to the first paragraph of this Section 3(b). 
 Section 4. Selection of Counsel; Registration Expenses 
 (a) The Holders of
a majority of the shares of Registrable Common Stock included in any registration pursuant to Section 2 or 3 hereof shall have the right to designate legal counsel to represent all of the Holders in connection therewith. 

(b) All Registration Expenses incurred in connection with any registration, filing, qualification or compliance pursuant to Section 2
or 3 shall be borne by the Company. All Selling Expenses relating to the sale of securities registered by the Holders shall be borne by the holders of such securities pro rata on the basis of the number of shares so sold. 

Section 5. Further Obligations 
 (a) In connection with any registration of the offer and sale of shares of Registrable Common Stock under the Securities Act pursuant to this Agreement, the Company will consult with the Registering
Stockholders concerning the form of underwriting agreement (and shall provide to each Registering Stockholder the form of underwriting agreement prior to the Company’s execution thereof) in the case of an underwritten offering and shall provide
to each Registering Stockholder and its representatives such other documents (including correspondence with the Commission with respect to the registration statement and the related securities offering) as such Registering Stockholder shall
reasonably request in connection with its participation in such registration. The Company will furnish to each Registering Stockholder as far in advance as reasonably practicable before filing a Registration Statement or any supplement or amendment
thereto or any prospectus forming a part of such Registration Statement (including 

  
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any preliminary prospectus and any amendments or supplements thereto, the “Prospectus”), upon request, copies of reasonably complete drafts of all such documents proposed to be
filed (including exhibits and each document incorporated by reference therein to the extent then required by the rules and regulations of the Commission), and provide each such Registering Stockholder the opportunity to object to any information
pertaining to such Registering Stockholder and its plan of distribution that is contained therein and make the corrections reasonably requested by such Registering Stockholder with respect to such information prior to filing such document. In the
event that the Company prepares and files with the Commission a registration statement on any appropriate form under the Securities Act (a “Registration Statement”) providing for the sale of Registrable Common Stock held by any
Registering Stockholder pursuant to its obligations under this Agreement, the Company will: 
 (i) prepare and file with the
Commission such Registration Statement with respect to such Registrable Common Stock, which Registration Statement shall comply as to form in all material respects with the requirements of the applicable form and include all financial statements
required by the Commission to be filed therewith, and use its reasonable best efforts to cause such Registration Statement to become effective and keep such Registration Statement effective until the Registering Stockholders have completed the
distribution described in such Registration Statement or until all shares of Registrable Common Stock covered by such Registration Statement have ceased to be Registrable Common Stock; 

(ii) prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary
to keep such Registration Statement effective; cause the related Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act; and comply with the provisions of
the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended methods of disposition by the participating Holder or Holders thereof set forth
in such Registration Statement or supplement to such Prospectus; 
 (iii) promptly notify the Registering Stockholders and the
managing underwriters, if any, (A) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become effective,
(B) of any request by the Commission or any state securities commission for amendments or supplements to a Registration Statement or related Prospectus or for additional information, (C) of the issuance by the Commission or any state
securities commission of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the
qualification of any of the Registrable Common Stock for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (E) of the existence of any fact which results in a Registration Statement, a Prospectus
or any document incorporated therein by reference containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading; 

(iv) use reasonable best efforts to promptly obtain the withdrawal of any order suspending the effectiveness of a Registration Statement;


  
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 (v) if requested by the managing underwriters or a Registering Stockholder, promptly
incorporate in a Prospectus supplement or post-effective amendment such information as the managing underwriters or the Registering Stockholders holding a majority of the Registrable Common Stock being sold by Registering Stockholders agree should
be included therein relating to the sale of such Registrable Common Stock, including without limitation information with respect to the amount of Registrable Common Stock being sold to such underwriters, the purchase price being paid therefor by
such underwriters and with respect to any other terms of the underwritten (or best efforts underwritten) offering of the Registrable Common Stock to be sold in such offering; and make all required filings of such Prospectus supplement or
post-effective amendment as soon as notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; 
 (vi) furnish to such Registering Stockholder and each managing underwriter at least one signed copy of the Registration Statement and any post-effective amendment thereto, including financial statements
and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference) (provided, however, that any such document made available by the Company through EDGAR shall be deemed so
furnished); 
 (vii) deliver to such Registering Stockholders and the underwriters, if any, as many copies of the Prospectus
(including each preliminary prospectus) and any amendment or supplement thereto and any Permitted Free Writing Prospectus as such persons or entities may reasonably request; 
 (viii) prior to any public offering of Registrable Common Stock, register or qualify or cooperate with the Registering Stockholders, the underwriters, if any, and their respective counsel in connection
with the registration or qualification of such Registrable Common Stock for offer and sale under the securities or blue sky laws of such jurisdictions within the United States as any Registering Stockholder or underwriter reasonably requests in
writing and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Registrable Common Stock covered by the applicable Registration Statement; provided, however, that the
Company will not be required to qualify generally to do business in any jurisdiction where it is not then so required to be qualified or to take any action which would subject it to general service of process or taxation in any such jurisdiction
where it is not then so subject; 
 (ix) cooperate with the Registering Stockholders and the managing underwriters, if any, to
facilitate the timely preparation and delivery of certificates representing Registrable Common Stock to be sold pursuant to such Registration Statement and not bearing any restrictive legends, and enable such Registrable Common Stock to be in such
denominations and registered in such names as the managing underwriters may request at least one Business Day prior to any sale of Registrable Common Stock to the underwriters; 
 (x) if any fact described in subparagraph (iii)(E) above exists, promptly prepare and file with the Commission a supplement or post-effective amendment to the applicable Registration Statement or
the related Prospectus or any document incorporated therein by reference or file any other required document so that the Registration Statement and the Prospectus, as thereafter delivered to the purchasers of the Registrable Common Stock being sold
thereunder, will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; 

  
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 (xi) cause all Registrable Common Stock covered by the Registration Statement to be listed
on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed; 

(xii) provide a transfer agent and registrar and a CUSIP number for all Registrable Common Stock included in such Registration Statement,
not later than the effective date of the applicable Registration Statement; 
 (xiii) enter into such agreements (including an
underwriting agreement in form reasonably satisfactory to the Company) and take all such other reasonable actions in connection therewith in order to expedite or facilitate the disposition of such Registrable Common Stock, including customary
participation of management; 
 (xiv) in the case of an underwritten offering, use its commercially reasonable efforts to
furnish or cause to be furnished to the Registering Stockholders and the underwriters a signed counterpart, addressed to the Registering Stockholders and the underwriters, of: (i) an opinion of counsel for the Company, dated the date of each
closing under the underwriting agreement, reasonably satisfactory to the underwriters; (ii) a “comfort” letter, dated the date of the underwriting agreement and the date of each closing under the underwriting agreement, signed by the
independent registered public accounting firm that has certified the Company’s financial statements included in such Registration Statement, covering substantially the same matters with respect to such Registration Statement (and the Prospectus
included therein) and with respect to events subsequent to the date of such financial statements, as are customarily covered in accountants’ letters delivered to underwriters in underwritten public offerings of securities, and such other
financial matters as the underwriters may reasonably request and customarily obtained by underwriters in underwritten offerings, provided that, to be an addressee of the comfort letter, the Registering Stockholders may be required to confirm that
they are in the category of persons to whom a comfort letter may be delivered in accordance with applicable accounting literature; and (iii) a “comfort” letter, dated the date of the underwriting agreement and the date of each closing
under the underwriting agreement, signed by the independent petroleum engineering firm that has evaluated the Company’s oil and gas reserves included in such Registration Statement, covering substantially the same matters with respect to such
Registration Statement (and the Prospectus included therein) and with respect to events subsequent to the date of its evaluation of such oil and gas reserves, as are customarily covered in engineers’ letters delivered to underwriters in
underwritten public offerings of securities, and such other related matters as the underwriters may reasonably request and customarily obtained by underwriters in underwritten offerings; and 

(xv) make available for inspection by a representative of the Registering Stockholders whose Registrable Common Stock is being sold
pursuant to such Registration Statement, any underwriter participating in any disposition pursuant to a Registration Statement, and any attorney or accountant retained by such Registering Stockholders or underwriter, all financial and other records
and any pertinent corporate documents and properties of the Company reasonably requested by such representative, underwriter, attorney or accountant in 

  
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connection with such Registration Statement; provided, however, that any records, information or documents that are reasonably determined by the Company to be, and are designated by
the Company in writing as, confidential shall be kept confidential by such persons or entities unless disclosure of such records, information or documents is required by court or administrative order. 

(b) Notwithstanding anything to the contrary in this Agreement, to the extent the Company is a WKSI, at the time any Registrable Common
Stock is registered pursuant to Section 2 hereof, and the Initiating Holders so request, the Company shall file an Automatic Shelf Registration Statement which covers those shares of Registrable Common Stock which are requested to be registered
within five Business Days after receipt of such request. If the Company does not pay the filing fee covering the shares of Registrable Common Stock at the time the Automatic Shelf Registration Statement is filed, the Company agrees to pay such fee
at such time or times as the shares of Registrable Common Stock are to be sold. If the Automatic Shelf Registration Statement has been outstanding for at least three years, at the end of the third year the Company shall file a new Automatic Shelf
Registration Statement covering the shares of Registrable Common Stock. If at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to
file a new Shelf Registration Statement on Form S-3 (or amend the Automatic Shelf Registration Statement to a form that the Company is eligible to use) and keep such registration statement effective during the period during which such registration
statement is required to be kept effective. 
 (c) Each Holder agrees that, upon receipt of any notice from the Company of the
happening of an event of the kind described in Section 5(a)(iii)(B) through Section 5(a)(iii)(E), such Holder will immediately discontinue disposition of shares of Registrable Common Stock pursuant to the applicable Shelf Registration
Statement until such stop order is vacated or such Holder receives a copy of the supplemented or amended Prospectus. If so directed by the Company, each Holder will deliver to the Company (at the reasonable expense of the Company) all copies in its
possession, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such shares of Registrable Common Stock at the time of receipt of such notice. 

Each Holder represents that it has not prepared or had prepared on its behalf or used or referred to, and agrees that it will not prepare
or have prepared on its behalf or use or refer to, any Free Writing Prospectus, and has not distributed and will not distribute any written materials in connection with the offer or sale of the Registrable Common Stock, in each case without the
prior express written consent of the Company and, in connection with any underwritten offering, the underwriters. Any such Free Writing Prospectus consented to by, or any Free Writing Prospectus prepared by or on behalf of or otherwise used or
referred to by, the Company or the underwriters, as the case may be, is referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and agrees that it has treated and will treat, as the case may be,
each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus (as defined in Rule 433 of the Securities Act), including in respect of timely filing with the Commission, legending and record keeping. 

  
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 Section 6. Further Information Furnished by Holders 

It shall be a condition precedent to the obligations of the Company to take any action pursuant to Sections 2 through 5 that the Holders
shall furnish to the Company such information regarding themselves, the Registrable Common Stock held by them, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the offer and sale
of their Registrable Common Stock. 
 Section 7. Indemnification 
 In the event any shares of Registrable Common Stock are included in a registration statement under Section 2 or 3: 
 (a) The Company will indemnify and hold harmless each Holder, each of the officers, directors, managers, shareholders, members, partners, employees and agents of each Holder and each Person, if any, who
controls such Holder within the meaning of the Securities Act or Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act or other federal or
state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”): any untrue
statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or in any Permitted Free Writing
Prospectus; the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or any violation or alleged violation by the Company or any officer, director,
employee, advisor or affiliate thereof of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law, and the Company will reimburse
each such Holder, officer, director, manager, shareholder, member, partner, employee, agent or controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that the indemnity agreement contained in this Section 7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or action if such settlement is
effected without the consent of the Company (which consent shall not be unreasonably withheld, conditioned, delayed or denied), nor shall the Company be liable in any such case for any such loss, claim, damage, liability, or action to the extent
that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by any such Holder. 

(b) To the extent permitted by law, each Holder will, if shares of Registrable Common Stock held by such Person are included in the
securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers, each Person, if any, who controls the Company within the meaning of the Securities
Act and any other Holder selling securities in such registration statement and each of its officers, directors, managers, shareholders, members, partners, employees and agents or any Person who controls such Holder, against any losses, claims,
damages, or liabilities (joint or several) to which the Company or any such other Holder, officer, director, manager, shareholder, member, partner, employee, agent or controlling Person may became subject under the Securities Act, the Exchange Act
or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in
reliance upon and 

  
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in conformity with written information furnished by such Holder expressly for use in connection with such registration, and each such Holder will reimburse any legal or other expenses reasonably
incurred by the Company or any such underwriter, other Holder, officer, director, manager, shareholder, member, partner, employee, agent or controlling Person in connection with investigating or defending any such loss, claim, damage, liability, or
action; provided, however, that the indemnity agreement contained in this Section 7(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the
consent of such Holder (which consent shall not be unreasonably withheld, conditioned, delayed or denied); and provided, that in no event shall any indemnity under this Section 7(b) exceed the net proceeds from the offering received by
such Holder. 
 (c) Promptly after receipt by an indemnified party under this Section 7 of notice of the commencement of any
action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 7, notify the indemnifying party in writing of the commencement thereof, and
the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the
parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnifying party, if the indemnifying party has failed to assume the defense or employ
counsel reasonably satisfactory to the indemnified party or if the indemnified party shall have been advised by counsel that representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to
actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure of any indemnified party to notify an indemnifying party within a reasonable time of the
commencement of any such action shall relieve such indemnifying party of liability to the indemnified party under this Section 7 only to the extent that such failure to give notice shall materially prejudice the indemnifying party in the
defense of any such claim or any such litigation, but the omission so to notify the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 7. 

(d) If the indemnification provided for in this Section 7 is held by a court of competent jurisdiction to be unavailable to an
indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the
amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the
other in connection with the Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party on the one hand and the indemnified party on the
other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact has been made by, or relates to, information supplied by
such party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties hereto agree that it would not be just and equitable if contributions pursuant to this
paragraph were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to herein. The 

  
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amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to in the first sentence of this paragraph shall be deemed to include any legal and other
expenses reasonably incurred by such indemnified party in connection with investigating or defending any loss, claim, damage or liability that is the subject of this paragraph. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who is not guilty of fraudulent misrepresentation; and in no event shall any contribution by a Holder exceed the net proceeds from the offering received by
such Holder. 
 (e) The obligations of the Company and the Holders under this Section 7 shall survive completion of any
offering of Registrable Common Stock pursuant to a registration statement, the expiration of any rights hereunder and the termination of this Agreement. 
 Section 8. Rule 144 Reporting 
 With a view to making available to the
Holders the benefits of Rule 144 promulgated under the Securities Act (“Rule 144”) and any other rule or regulation of the Commission that may at any time permit a Holder to sell securities of the Company to the public without
registration, the Company agrees to: 
 (a) make and keep public information available (as those terms are understood and
defined in Rule 144) at all times after the date hereof; 
 (b) file with the Commission in a timely manner all reports and
other documents required of the Company under the Exchange Act; and 
 (c) furnish to any Holder, forthwith upon request,
(i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the Securities Act and the Exchange Act (at any time after it has become subject to such reporting requirements), (ii) a copy of the
most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company (provided, however, that any such report or document described in this subsection (ii) made available by the
Company through EDGAR shall be deemed so furnished), and (iii) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the Commission which permits the selling of any such securities without
registration or pursuant to such form. 
 Section 9. Assignment of Rights 

For so long as this Agreement is in effect, the rights to cause the Company to register Registrable Common Stock pursuant to
Section 2 or 3 may only be assigned to (i) a person referred to in clauses (a)—(e) of clause (2) of the definition of Permitted Transfer in the Stockholders Agreement or (ii) any other assignee that will hold 5% or more of
the issued and outstanding shares of Common Stock following such assignment, without the prior consent of the Company. Subject to the foregoing, any assignment pursuant to this Section 9 shall be conditioned upon written notice to the Company
identifying the name and address of the assignee and any other material information as to the identity of such assignee as may be reasonably requested and to compliance with the Stockholders Agreement to the extent applicable. Notwithstanding
anything to the contrary contained in this Section 9 but subject to the terms of the Stockholders Agreement, any Holder may elect to transfer all or a portion of its Registrable Common Stock to any third party (to the extent such transfer is
otherwise permissible) without assigning its rights hereunder with respect thereto; provided, that in any such event all rights under this Agreement with respect to the Registrable Common Stock so transferred shall cease and terminate. 

  
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 Section 10. Amendment of Registration Rights 

Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and
either retroactively or prospectively) only with the written consent of the Company and the Holders of a majority of the then outstanding Registrable Common Stock. Any amendment or waiver effected in accordance with this Section 10 shall be
binding upon each Holder and the Company; provided, however, that no such amendment that materially and adversely affects the rights of any Holder shall be binding on such Holder without such Holder’s consent. Notwithstanding the foregoing, the
Company may, without the consent of any Holder, amend this Agreement solely for the purpose of adding as a Stockholder party to this Agreement, and granting to such person the registration rights provided hereunder, any person who acquires shares of
Common Stock from the Company prior to the consummation of an IPO. 
 Section 11. Expiration, Termination and Delay of Registration

 (a) A Holder’s registration rights hereunder shall expire at such time as all shares of Registrable Common Stock held by
such Holder cease to be Registrable Common Stock. 
 (b) The Company shall have no further obligations pursuant to this
Agreement at such time as no shares of Registrable Common Stock are outstanding after their original issuance; provided, that the Company’s obligations under Sections 4, 7 and 14 (and any related definitions) shall remain in full force
and effect following such time. 
 (c) No Holder shall have any right to obtain or seek an injunction restraining or otherwise
delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Agreement. 
 Section 12. Limitations on Subsequent Registration Rights 
 From and after
the date hereof, the Company may, without the prior written consent of the Holders, enter into any agreement with any holder or prospective holder of any securities of the Company which provides such holder or prospective holder of securities of the
Company comparable, but not materially more favorable, registration rights to those granted to the Holders hereby. 
 Section 13.
“Market Stand-off” Agreement 
 Each Holder hereby agrees that it will not, to the extent requested by the
Company and any underwriter of securities of the Company, sell or otherwise transfer or dispose of any Registrable Common Stock, except securities included in such registration, during a period, not to exceed 180 days, following the date of the
final prospectus for a firm commitment underwritten offering of Common Stock by the Company, and it will enter into agreements with the managing underwriters, if any, in connection with any such sale to give effect to the foregoing; provided,
however, that all other Persons with registration rights (whether or not pursuant to this Agreement) and all executive officers and directors of the Company enter into similar agreements. In order to enforce the foregoing covenant, the
Company may impose stop-transfer instructions with respect to the Registrable Common Stock of each Holder (and the shares or securities of every other Person subject to the foregoing restriction) until the end of such period. 

Section 14. Miscellaneous 

(a) Notices. All notices and other communications provided for or permitted hereunder shall be in writing and shall be deemed to
have been duly given and received when delivered by overnight courier or hand delivery, when sent by telecopy, or five days after mailing if sent by registered or certified mail (return receipt requested) postage prepaid, to the Parties at the
following addresses (or at such other address for any Party as shall be specified by like notices, provided that notices of a change of address shall be effective only upon receipt thereof). 

  
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 If to the Company, at: 

Energy & Exploration Partners, Inc. 
 Attn: General Counsel 
 Two City Place, Suite 1700 

100 Throckmorton 
 Fort Worth, Texas 76102 
 If to any Holder of Registrable Common Stock, to such
Person’s address as set forth on the records of the Company. 
 (b) Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
 (c) Headings. The section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

 (d) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION. 
 (e) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative
means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining
terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable. 
 (f) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement, and is intended to be a complete and exclusive statement of the agreement and understanding
of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the registration rights granted by the
Company with respect to Registrable Common Stock. This Agreement supersedes all prior written or oral agreements and understandings between the parties with respect to such subject matter. 

(g) Securities Held by the Company or its Subsidiaries. Whenever the consent or approval of Holders of a specified percentage of
Registrable Common Stock is required hereunder, Registrable Common Stock held by the Company or its subsidiaries shall not be counted in determining whether such consent or approval was given by the Holders of such required percentage. 

  
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 (h) Termination. This Agreement shall terminate when no shares of Registrable Common
Stock remain outstanding; provided that Sections 4 and 7 and this Section 14 shall survive any termination hereof. 
 (i)
Specific Performance. The parties hereto recognize and agree that money damages may be insufficient to compensate the Holders of any Registrable Common Stock for breaches by the Company of the terms hereof and, consequently, that the
equitable remedy of specific performance of the terms hereof will be available in the event of any such breach. 

[Signatures on Following Page] 

  
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 EXECUTED and delivered on the date first above written. 

 

			
	ENERGY & EXPLORATION PARTNERS, INC.
		
	By:	 	 /s/ Hunt Pettit

	Name: Hunt Pettit
	Title: President and Chief Executive Officer
	
	 /s/ Hunt Pettit

	Hunt Pettit
	
	H PETTIT HC, INC.
		
	By:	 	 /s/ Hunt Pettit

	Name: Hunt Pettit
	Title: President and Secretary



  
 Signature
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	Oso + Toro Multi Strategy Fund Series Interests of the SALI Multi-Series Fund II 3(c)(1), L.P.
		
	By:	 	SALI Fund Management, LLC
	Its:	 	Investment Manager
		
	By:	 	 /s/ Thomas A. Nieman

	Name: Thomas A. Nieman
	Its: Chief Financial Officer



  
 Signature
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	Oso + Toro Multi Strategy Fund (Tax Exempt) Segregated Portfolio of SALI Multi-Series Fund SPC, Ltd.
		
	By:	 	SALI Fund Partners, LLC
	Its:	 	General Partner
		
	By:	 	 /s/ Thomas A. Nieman

	Name: Thomas A. Nieman
	Its: Chief Financial Officer



  
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	 /s/ Carl Lasner

	Carl Lasner



  
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	 /s/ Jason Roberts

	Jason Roberts



  
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	 /s/ Zachary Burk Lowe

	Zachary Burk Lowe



  
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	 /s/ Janice Boswell Wueste

	Janice Boswell Wueste



  
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	 /s/ Edward A. Wueste

	Edward A. Wueste



  
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	 /s/ Matthew F. Ledbetter

	Matthew F. Ledbetter



  
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	 /s/ Amber Boswell

	Amber Boswell



  
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	 /s/ Brian Nelson

	Brian Nelson



  
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	 /s/ David Patty

	David Patty



  
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	 /s/ Robert Karpman

	Robert Karpman



  
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	 /s/ Tom McNutt

	Tom McNutt



  
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	 /s/ Scott Burk

	Scott Burk



  
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	 /s/ Joseph C. Daches

	Joseph C. Daches



  
 Signature
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