EX-10.42



 Exhibit 10.42 

ENERGY & EXPLORATION PARTNERS, INC. 

2012 STOCK INCENTIVE PLAN 

SECOND AMENDMENT TO RESTRICTED STOCK AWARD AGREEMENT 

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 Brian Nelson (the “Participant”). Capitalized terms used herein but not otherwise defined
shall have the meanings ascribed thereto in the Agreement (as defined below). 
 RECITALS: 

WHEREAS, the Company adopted the Energy & Exploration Partners, Inc. 2012 Stock Incentive Plan (the “Plan”)
pursuant to which awards of Restricted Stock of the Company may be granted; and 
 WHEREAS, the Company and the Participant entered
into that certain Restricted Stock Award Agreement, dated August 22, 2012 (the “Agreement”); and 
 WHEREAS,
the Company and the Participant entered into that certain First Amendment to Restricted Stock Award Agreement, dated November 16, 2012, for the purpose of amending certain terms and provisions of the Agreement; and 

WHEREAS, the Committee has determined that it is in the best interests of the Company and its stockholders to enter into this Amendment
with the Participant in recognition of the Participant’s services to the Company and to align the Participant’s and Company’s interests, subject to the terms set forth herein. 

NOW, THEREFORE, in consideration for the services rendered by the Participant to the Company and the mutual covenants hereinafter set
forth, the parties hereto agree as follows: 
 I. AMENDMENTS 

 

	 	1.	The first paragraph of Section 4 is hereby deleted in its entirety and replaced with the following: 


“4. Vesting. Except as otherwise provided herein, the restrictions described in Section 3 above will lapse with
respect to a percentage of the Restricted Shares on the dates set forth herein (each a “Vesting Date,” and, with respect to each Restricted Share, the period beginning on the Date of Grant and ending on the applicable Vesting Date for such
share, the “Restricted Period”); provided that the Participant is still in Continuous Service with the Company on each such Vesting Date. The Vesting Date shall be March 31, 2014. On the Vesting Date, the restrictions described in
Section 3 above will lapse with respect to 100% of the Restricted Shares.” 







 II. MISCELLANEOUS 

(a) Governing Law. This Amendment shall be construed and interpreted in accordance with the laws of the State of Delaware
without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Delaware. 

(a) Severability. Every provision of this Amendment is intended to be severable and any illegal or invalid term shall not affect
the validity or legality of the remaining terms. 
 (b) Headings. The headings of the Sections hereof are provided for
convenience only and are not to serve as a basis for interpretation of construction, and shall not constitute a part of this Amendment. 

(c) Effect of Amendment; Agreement Continuation. Except as amended hereby, all other terms and conditions of the Agreement
shall remain the same and in full force and effect. The Agreement, as modified herein, shall continue in full force and effect, and nothing herein contained shall be construed as a modification of existing rights under the Agreement, except as such
rights are expressly modified hereby. 
 (d) Counterparts. This Amendment may be signed in counterparts (including by
facsimile transmission), each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 

[Signature page follows] 

  
 -2- 








 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day first
written above. 
  

			
	ENERGY & EXPLORATION PARTNERS, INC.
		
	By:	 	/s/ Hunt Pettit
	Name: Hunt Pettit
	Title: President and Chief Executive Officer


 The undersigned hereby accepts the terms of this Amendment. 

	
	
	/s/ Brian Nelson
	Brian Nelson


 Signature page to Second Amendment to Restricted Stock Award Agreement