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

Signature Page to 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

Signature Page to 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

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ Carl Lasner

Carl Lasner

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ Jason Roberts

Jason Roberts

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ Zachary Burk Lowe

Zachary Burk Lowe

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ Janice Boswell

Janice Boswell

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ Laura Pettit

Laura Pettit

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ Matthew F. Ledbetter

Matthew F. Ledbetter

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ Amber Boswell

Amber Boswell

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ Brian Nelson

Brian Nelson

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ David Patty

David Patty

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ Robert Karpman

Robert Karpman

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ Tom McNutt

Tom McNutt

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ Scott Burk

Scott Burk

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ John Richards

John Richards

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ Jim Howe

Jim Howe

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ Chase Hanna

Chase Hanna

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ Chad Galloway

Chad Galloway

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ Lawrence B. Van Ingen

Lawrence B. Van Ingen

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ Steve Wilson

Steve Wilson

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ Cody Smith

Cody Smith

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ John Foster Pettit, Jr.

John Foster Pettit, Jr.

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ Elizabeth Pettit LaVaccare

Elizabeth Pettit LaVaccare

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ Pamela Noelle Pennington

Pamela Noelle Pennington

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ TOM McNUTT

TOM McNUTT, as Trustee of the SYLVIA

SIGNOR FAMILY TRUST

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ TOM McNUTT

TOM McNUTT, as Trustee of the SYLVIA

SIGNOR EDUCATION TRUST

Signature Page to 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

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement

/s/ BRIAN HUNTLEY PETTIT

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

Signature Page to 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

Signature Page to 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

Signature Page to 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

Signature Page to 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

Signature Page to 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

Signature Page to 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

Signature Page to 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

Signature Page to 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

Signature Page to First Amendment to Amended and Restated Registration Rights Agreement