EX-10.39



 Exhibit 10.39 

FIRST AMENDMENT TO 

AMENDED AND RESTATED 

REGISTRATION RIGHTS AGREEMENT 

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. 

RECITALS: 

WHEREAS, on the date hereof, the Company is issuing warrants to purchase shares of Preferred Stock to certain Holders, and in
connection therewith the Company and the Holders desire to amend the Agreement such that the shares of Common Stock issuable upon the conversion of the shares of Preferred Stock issuable upon the exercise of such warrants will constitute Registrable
Common Stock. 
 NOW, THEREFORE, in consideration of the premises, the agreements contained herein and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 SECTION 1.
Amendments to Agreement. Effective as of the date hereof, the Agreement is hereby amended as follows: 
 (a) Clause (ii) of the
definition of “Registrable Common Stock” in Section 1 of the Agreement is amended to delete therefrom the phrase “on the date hereof”. 

(b) The definition of “Warrants” in Section 1 of the Agreement is amended and restated to read in its entirety as follows: 

“Warrants” means the warrants to purchase Series A Preferred Stock or Series B Preferred Stock issued pursuant
to the Note Purchase Agreement dated as of April 8, 2013 among the Company, as Issuer, Cortland Capital Market Services LLC, as administrative agent for the Holders named therein and the Holders named therein, as amended by the First Supplement
to Note Purchase Agreement, dated as of December 12, 2013, the Second Supplement to Note Purchase Agreement, dated as of January 31, 2014, and the Third Supplement to Note Purchase Agreement, dated as of March 27, 2014. 

SECTION 2. Continuing Effect. Except as specifically amended by this Amendment, the Agreement shall continue to be in full force and
effect and is hereby ratified and confirmed in all respects and for all purposes. 
 SECTION 3. Counterparts. This Amendment 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. 







 SECTION 4. Governing Law. THIS AMENDMENT 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. 

[Signature pages follow] 







 EXECUTED and delivered on the date first above written. 

 

	
	COMPANY:
	
	ENERGY & EXPLORATION PARTNERS, INC.


 
			
		
	By:	 	 /s/ B. Hunt Pettit



 
	
	Name: B. Hunt Pettit
	Title: President and Secretary
	
	HOLDERS:
	
	H PETTIT HC, INC.


 
			
		
	By:	 	 /s/ B. Hunt Pettit



 
	
	Name: B. Hunt Pettit
	Title: President and Secretary



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
			
	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



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
			
	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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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ Carl Lasner
	Carl Lasner



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ Jason Roberts
	Jason Roberts



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ Zachary Burk Lowe
	Zachary Burk Lowe



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ Janice Boswell
	Janice Boswell



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ Laura Pettit
	Laura Pettit



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ Matthew F. Ledbetter
	Matthew F. Ledbetter



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ Amber Boswell
	Amber Boswell



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ Brian Nelson
	Brian Nelson



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ David Patty
	David Patty



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ Robert Karpman
	Robert Karpman



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ Tom McNutt
	Tom McNutt



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ Scott Burk
	Scott Burk



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ John Richards
	John Richards



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ Jim Howe
	Jim Howe



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ Chase Hanna
	Chase Hanna



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ Chad Galloway
	Chad Galloway



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ Lawrence B. Van Ingen
	Lawrence B. Van Ingen



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ Steve Wilson
	Steve Wilson



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ Cody Smith
	Cody Smith



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ John Foster Pettit, Jr.
	John Foster Pettit, Jr.



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ Elizabeth Pettit LaVaccare
	Elizabeth Pettit LaVaccare



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ Pamela Noelle Pennington
	Pamela Noelle Pennington



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ TOM McNUTT
	 TOM McNUTT, as Trustee of the SYLVIA
 SIGNOR
FAMILY TRUST




  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ TOM McNUTT
	 TOM McNUTT, as Trustee of the SYLVIA
 SIGNOR
EDUCATION TRUST




  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ BRIAN HUNTLEY PETTIT
	BRIAN HUNTLEY PETTIT, as Trustee of the PETTIT 2012 CHILDREN’S TRUST



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
	
	
	/s/ BRIAN HUNTLEY PETTIT
	BRIAN HUNTLEY PETTIT, as Trustee of the PETTIT 2012 FAMILY TRUST



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
			
	Highbridge Principal Strategies – Mezzanine Partners II Delaware Subsidiary, LLC
		
	By:	 	Highbridge Principal Strategies Mezzanine Partners II GP, L.P.
	Its:	 	Manager
		
	By:	 	Highbridge Principal Strategies, LLC,
	Its:	 	General Partner
		
	By:	 	/s/ Marcus Colwell
	Name: Marcus Colwell
	Title: Managing Director



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
			
	Highbridge Principal Strategies – AP Mezzanine Partners II, L.P.
		
	By:	 	Highbridge Principal Strategies Mezzanine Partners II GP, L.P.
	Its:	 	General Partner
		
	By:	 	Highbridge Principal Strategies, LLC,
	Its:	 	General Partner
		
	By:	 	/s/ Marcus Colwell
	Name: Marcus Colwell
	Title: Managing Director



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
			
	ENXP OFFSHORE, L.P.
		
	By:	 	Highbridge Principal Strategies Mezzanine Partners II Offshore GP, L.P.
	Its:	 	General Partner
		
	By:	 	Highbridge Principal Strategies, LLC,
	Its:	 	General Partner
		
	By:	 	/s/ Marcus Colwell
	Name: Marcus Colwell
	Title: Managing Director



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
			
	ENXP INSTITUTIONAL, L.P.
		
	By:	 	Highbridge Principal Strategies Mezzanine Partners II Offshore GP, L.P.
	Its:	 	General Partner
		
	By:	 	Highbridge Principal Strategies, LLC,
	Its:	 	General Partner
		
	By:	 	/s/ Marcus Colwell
	Name: Marcus Colwell
	Title: Managing Director



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
			
	Apollo Investment Corporation
		
	By:	 	Apollo Investment Management, L.P.
	Its:	 	Advisor
		
	By:	 	ACC Management, LLC
	Its:	 	General Partner
		
	By:	 	/s/ Ted Goldthorpe
	Name: Ted Goldthorpe
	Title: President



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
			
	Apollo Special Opportunities Managed Account, L.P.
	
	By: Apollo SOMA Advisors, L.P., its General Partner
	
	By: Apollo SOMA Capital Management, LLC, its General Partner
		
	By:	 	/s/ Joseph D. Glatt
	Name: Joseph D. Glatt
	Title: Vice President and Assistant Secretary



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
			
	Apollo Centre Street Partnership, L.P.
		
	By:	 	Apollo Centre Street Advisors (APO DC), L.P., its General Partner
		
	By:	 	Apollo Centre Street Advisors (APO DC-GP), LLC, its General Partner
		
	By:	 	/s/ Joseph D. Glatt
	Name: Joseph D. Glatt
	Title: Vice President and Assistant Secretary



  
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First Amendment to Amended and Restated Registration Rights Agreement 








 
			
	ANS U.S. Holdings Ltd.
		
	By:	 	Apollo SK Strategic Advisors, LLC, its sole director
		
	By:	 	/s/ Joseph D. Glatt
	Name: Joseph D. Glatt
	Title: Vice President and Assistant Secretary



  
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First Amendment to Amended and Restated Registration Rights Agreement