EX-10.41



 Exhibit 10.41 

FIRST AMENDMENT TO 

AMENDED AND RESTATED 

STOCKHOLDERS AGREEMENT 

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. 

RECITALS: 

WHEREAS, on the date hereof and pursuant to the Third Supplement to Note Purchase Agreement, dated as of March 27, 2014, by and
among the Company, as Issuer, Cortland Capital Market Services LLC, as administrative agent for the Holders and the Holders named therein (the “Third Supplement”), the Company is issuing warrants (the “New
Warrants”) to purchase shares of Series A Preferred Stock and Series B Preferred Stock to certain Holders, and in connection therewith the Company and the Holders desire to amend the Agreement to address certain matters related to the New
Warrants and the issuance thereof. 
 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) The definition of
“Note Purchase Agreement” in Section 1 of the Agreement is amended and restated to read in its entirety as follows: 

“Note Purchase Agreement” means the Note Purchase Agreement, dated as of April 8, 2013, by and among the
Company, as Issuer, Cortland Capital Market Services LLC, as administrative agent for the Holders 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. 

(b) The definition of “Series A Warrants” in Section 1 of the Agreement is amended and restated to read in its entirety as
follows: 
 “Series A Warrants” means warrants issued pursuant to the Note Purchase Agreement and
exercisable for Shares of Series A Preferred Stock, any warrants to purchase Shares of Series A Preferred Stock issued upon exchange of Series B Warrants pursuant to the terms of the Series B Warrants and all warrants issued upon permitted Transfer,
division or combination of, or in substitution for, any thereof. 







 (c) The definition of “Series B Warrants” in Section 1 of the Agreement is amended
and restated to read in its entirety as follows: 
 “Series B Warrants” means warrants issued pursuant to
the Note Purchase Agreement and exercisable for Shares of Series B Preferred Stock, and all warrants issued upon permitted Transfer, division or combination of, or in substitution for, any thereof. 

(d) The definition of “Significant Holder Majority” in Section 1 of the Agreement is amended and restated to read in its
entirety as follows: 
 “Significant Holder Majority” means two-thirds of the Shares of Series A Preferred
Stock and any Series A Warrants held by Significant Holders and their Affiliates. For purposes of the foregoing, “two-thirds” of such Shares of Series A Preferred Stock and Series A Warrants shall be determined on a basis assuming the
exercise of all such Series A Warrants. 
 (e) Section 12(l) is amended and restated to read in its entirety as follows: 

“(l) amend, alter or change the Certificate of Incorporation or the Bylaws of the Company in a manner that adversely
affects the economic interests of the Holders of Preferred Stock or the Warrantholders (assuming for purposes of this Section 12(l) that all Warrants were exercised as of the date hereof); provided, however, that consent of the
Significant Holders pursuant to this Section 12 is hereby granted with respect to the amendment of the Certificates of Designations of the Series A Preferred Stock and the Series B Preferred Stock on the date hereof to increase the number of
authorized Shares of Series A Preferred Stock and Series B Preferred to equal the maximum number of Shares of Series A Preferred Stock and Series B Preferred Stock issuable upon exercise of the Warrants.” 

SECTION 2. Inapplicability of Section 11 of the Agreement. For the avoidance of doubt, the Company and the Holders confirm their
understanding and agreement that, as a result of the amendments to the Agreement set forth herein and pursuant to clause (iii) of paragraph (e) Section 11 of the Agreement, the rights set forth in Section 11 of the Agreement
shall not be applicable to the issuance of the New Warrants, the Shares of Preferred Stock issuable upon the exercise of the New Warrants or the Shares of Common Stock issuable upon the conversion of such Shares of Preferred Stock. 

SECTION 3. Consent of Significant Holders. Each undersigned Holder that is a Significant Holder or an Affiliate of a Significant Holder
hereby consents pursuant to Section 12 of the Agreement to (i) the execution, delivery and performance by the Company of the Third Supplement, including without limitation the issuance of the New Warrants, the Shares of Preferred Stock
issuable upon the exercise of the New Warrants and the Shares of Common Stock issuable upon the conversion of such Shares of Preferred Stock, and (ii) the amendment of the Company’s Certificate of Incorporation to increase the number of
authorized Shares of Series A Preferred Stock and Series B Preferred Stock so as to permit the exercise of all Series A Warrants and Series B Warrants (as such terms are amended hereby). 







 SECTION 4. 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 5. Counterparts. This Amendment may be executed in any number of counterparts with the same effect as if the signatures to each
counterpart were upon the same instrument. 
 SECTION 6. Governing Law. This Amendment shall be governed by and construed in
accordance with the laws of the State of Delaware. 
 [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 Stockholders 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 Stockholders 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 Stockholders Agreement 








 
	
	
	 /s/ Carl Lasner

	Carl Lasner



  
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First Amendment to Amended and Restated Stockholders Agreement 








 
	
	
	 /s/ Jason Roberts

	Jason Roberts



  
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First Amendment to Amended and Restated Stockholders Agreement 








 
	
	
	/s/ Zachary Burk Lowe
	Zachary Burk Lowe



  
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First Amendment to Amended and Restated Stockholders Agreement 








 
	
	
	/s/ Janice Boswell
	Janice Boswell



  
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First Amendment to Amended and Restated Stockholders Agreement 








 
	
	
	/s/ Laura Pettit
	Laura Pettit



  
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First Amendment to Amended and Restated Stockholders Agreement 








 
	
	
	/s/ Matthew F. Ledbetter
	Matthew F. Ledbetter



  
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First Amendment to Amended and Restated Stockholders Agreement 








 
	
	
	/s/ Amber Boswell
	Amber Boswell



  
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First Amendment to Amended and Restated Stockholders Agreement 








 
	
	
	/s/ Brian Nelson
	Brian Nelson



  
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First Amendment to Amended and Restated Stockholders Agreement 








 
	
	
	/s/ David Patty
	David Patty



  
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First Amendment to Amended and Restated Stockholders Agreement 








 
	
	
	/s/ Robert Karpman
	Robert Karpman



  
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First Amendment to Amended and Restated Stockholders Agreement 








 
	
	
	/s/ Tom McNutt
	Tom McNutt



  
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First Amendment to Amended and Restated Stockholders Agreement 








 
	
	
	/s/ Scott Burk
	Scott Burk



  
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First Amendment to Amended and Restated Stockholders Agreement 








 
	
	
	/s/ John Richards
	John Richards



  
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First Amendment to Amended and Restated Stockholders Agreement 








 
	
	
	/s/ Jim Howe
	Jim Howe



  
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First Amendment to Amended and Restated Stockholders Agreement 








 
	
	
	/s/ Chase Hanna
	Chase Hanna



  
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First Amendment to Amended and Restated Stockholders Agreement 








 
	
	
	/s/ Chad Galloway
	Chad Galloway



  
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First Amendment to Amended and Restated Stockholders Agreement 








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



  
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First Amendment to Amended and Restated Stockholders Agreement 








 
	
	
	/s/ Steve Wilson
	Steve Wilson



  
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First Amendment to Amended and Restated Stockholders Agreement 








 
	
	
	/s/ Cody Smith
	Cody Smith



  
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First Amendment to Amended and Restated Stockholders Agreement 








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



  
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First Amendment to Amended and Restated Stockholders Agreement 








 
	
	
	/s/ Elizabeth Pettit LaVaccare
	Elizabeth Pettit LaVaccare



  
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First Amendment to Amended and Restated Stockholders Agreement 








 
	
	
	/s/ Pamela Noelle Pennington
	Pamela Noelle Pennington



  
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First Amendment to Amended and Restated Stockholders Agreement 








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




  
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First Amendment to Amended and Restated Stockholders Agreement 








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




  
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First Amendment to Amended and Restated Stockholders 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 Stockholders 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 Stockholders 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 Stockholders 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 Stockholders 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 Stockholders 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 Stockholders 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 Stockholders 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 Stockholders 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 Stockholders 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



  
 Signature Page to
First Amendment to Amended and Restated Stockholders Agreement