Eclipse Resources Corp Sample Contracts

Montage Resources Corp – EXECUTIVE EMPLOYMENT AGREEMENT (June 28th, 2019)

This Executive Employment Agreement (this “Agreement”) is made and entered into effective as of June 25, 2019 (the “Effective Date”), by and between Montage Resources Corporation, formerly known as Eclipse Resources Corporation (the “Company”), and Timothy J. Loos (“Executive”).

Montage Resources Corp – PERFORMANCE UNIT AWARD AGREEMENT MONTAGE RESOURCES CORPORATION 2019 LONG-TERM INCENTIVE PLAN (June 20th, 2019)

THIS PERFORMANCE UNIT AWARD AGREEMENT (this “Agreement”) evidences an award made as of _____ __, 20__, by MONTAGE RESOURCES CORPORATION, a Delaware corporation (the “Company”), to [Employee name] (“Employee”).

Montage Resources Corp – RESTRICTED STOCK UNIT AWARD AGREEMENT MONTAGE RESOURCES CORPORATION 2019 LONG- TERM INCENTIVE PLAN (June 20th, 2019)

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) evidences an award made as of _____ __, 20__ (the “Date of Grant”), by MONTAGE RESOURCES CORPORATION, a Delaware corporation (the “Company”), to [INSERT EMPLOYEE NAME] (“Employee”).

Montage Resources Corp – MONTAGE RESOURCES CORPORATION 2019 LONG-TERM INCENTIVE PLAN (June 20th, 2019)
Montage Resources Corp – Montage Resources Corporation Announces Exceptional First Quarter 2019 Results Driven by Superior Operational Execution, Updates Full Year 2019 Guidance for Increased Production and Enhanced Cash Margins, and Obtains Borrowing Base Increase of 7% (May 7th, 2019)

IRVING, TX- May 7, 2019- (BUSINESS WIRE) - Montage Resources Corporation (NYSE:MR) (the “Company” or “Montage Resources”) today announced its first quarter 2019 financial and operational results along with second quarter 2019 and revised full year 2019 guidance. Financial and operational results for the first quarter 2019 include the impact of the merger with Blue Ridge Mountain Resources, Inc. (“Blue Ridge”) since the closing of the transaction on February 28, 2019.  In addition, the Company will be posting an updated investor presentation to its corporate website.

Montage Resources Corp – EXECUTIVE EMPLOYMENT AGREEMENT (April 16th, 2019)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of March 1, 2019 (the “Effective Date”), by and between Montage Resources Corporation, formerly known as Eclipse Resources Corporation (the “Company”), and Michael Hodges (“Executive”).

Montage Resources Corp – EXECUTIVE EMPLOYMENT AGREEMENT (April 16th, 2019)

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of March 1, 2019 (the “Effective Date”), by and between Montage Resources Corporation, formerly known as Eclipse Resources Corporation (the “Company”), and John K. Reinhart (“Executive”).

Montage Resources Corp – Disclaimer Forward-Looking Statements This presentation contains “forward- looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical fact included in this press release, regarding Montage Resources’ strategy, future operations, financial position, estimated revenues and income/losses, projected costs and capital expenditures, prospects, plans and objectives of management are forward-looking statements. When used in this press release, the (March 19th, 2019)

Experienced Appalachian basin leadership team montage resources’ management team possesses significant Appalachia specific experience with an excellent track record execution prior companies experience (yrs) john reinhart president & ceo blue ridge ascent resources Chesapeake energy schlumberger 25 oleg tolmachev evp & coo eclipse Chesapeake energy Encana tm 20 michael hodges evp & cfo blue ridge mountain  resources payrock enervy ii pr rex energy(r) chesapeake energy 18 paul Johnston evp & general counsel blue ridge mountain resources centex thompsons & knight impact attorneys and counselors 39 matthew rucker evp, resource development & planning blue ridge mountain resosurces Chesapeake energy 12 marty byrd svp, land eclipse resources Chesapeake energy bhpbilliton 40 4

Montage Resources Corp – ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# COMMON STOCK PAR VALUE $0.01 COMMON STOCK Certificate Number ZQ00000000 MONTAGE RESOURCES MONTAGE RESOURCES CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE Shares * * 000000* * * * * * * * * * * * * * * * * * * * * 000000* * * * * * * * * * * * * * * * * * * * * 000000* * * * * * * * * * * * * * * * * * * * * 000000* * * * * * * * * * * * * * * * * * * * * 000000* * * * * * * * * * * * * * THIS CERTIFIES THAT ** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David Sample **** Mr. Alexander David (March 15th, 2019)

MONTAGE RESOURCES CORPORATION THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS, A SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OF THE COMPANY AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND RIGHTS, AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS DETERMINED FOR EACH SERIES, WHICH ARE FIXED BY THE CERTIFICATE OF INCORPORATION OF THE COMPANY, AS AMENDED, AND THE RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE COMPANY, AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO DETERMINE VARIATIONS FOR FUTURE SERIES. SUCH REQUEST MAY BE MADE TO THE OFFICE OF THE SECRETARY OF THE COMPANY OR TO THE TRANSFER AGENT. THE BOARD OF DIRECTORS MAY REQUIRE THE OWNER OF A LOST OR DESTROYED STOCK CERTIFICATE, OR HIS LEGAL REPRESENTATIVES, TO GIVE THE COMPANY A BOND TO INDEMNIFY IT AND ITS TRANSFER AGENTS AND REGISTRARS AGAINST ANY CLAIM THAT MAY BE MADE AGAINST THEM

Montage Resources Corp – Montage Resources Corporation Announces Fourth Quarter and Full Year 2018 Operational and Financial Results (March 12th, 2019)

IRVING, TX- March 12, 2019- (BUSINESS WIRE) - Montage Resources Corporation (NYSE:MR) (the “Company” or “Montage Resources”) today announced its fourth quarter 2018 and full year 2018 financial and operational results.

Montage Resources Corp – SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ECLIPSE RESOURCES CORPORATION (March 6th, 2019)

Eclipse Resources Corporation (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “DGCL”), hereby certifies as follows:

Montage Resources Corp – CERTIFICATE OF OWNERSHIP AND MERGER MERGING EVEREST 1 CORPORATION WITH AND INTO ECLIPSE RESOURCES CORPORATION (March 6th, 2019)

Pursuant to Section 253 of the Delaware General Corporation Law, as amended (the “DGCL”), Eclipse Resources Corporation (the “Corporation”), a Delaware corporation, does hereby certify to the following information relating to the merger (the “Merger”) of Everest 1 Corporation, a Delaware corporation (the “Subsidiary”), with and into the Corporation, with the Corporation remaining as the surviving corporation:

Montage Resources Corp – Page ARTICLE I OFFICES AND RECORDS 1 Section 1.1. Registered Office 1 Section 1.2. Other Offices 1 ARTICLE II STOCKHOLDERS 1 Section 2.1. Annual Meeting 1 Section 2.2. Special Meeting 1 Section 2.3. Record Date 1 Section 2.4. Stockholder List 2 Section 2.5. Place of Meeting 2 Section 2.6. Notice of Meeting 2 Section 2.7. Quorum and Adjournment of Meetings 3 Section 2.8. Proxies 3 Section 2.9. Notice of Stockholder Business and Nominations 3 Section 2.10. Conduct of Business 8 Section 2.11. Required Vote 8 Section 2.12. Treasury Stock 8 Section 2.13. Inspectors of Elections; Opening and Closing (March 6th, 2019)
Montage Resources Corp – THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 28, 2019 among MONTAGE RESOURCES CORPORATION (f/k/a Eclipse Resources Corporation), as Borrower, BANK OF MONTREAL, as Administrative Agent, and The Lenders Party Hereto BMO CAPITAL MARKETS CORP., CAPITAL ONE, NATIONAL ASSOCIATION AND KEYBANK NATIONAL ASSOCIATION, as Joint Lead Arrangers and Joint Bookrunners (March 6th, 2019)

THIS THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of February 28, 2019, is among: MONTAGE RESOURCES CORPORATION (f/k/a Eclipse Resources Corporation), a Delaware corporation (the “Borrower”), each of the Persons from time to time a lender party hereto and BANK OF MONTREAL (in its individual capacity, “BMO”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

Montage Resources Corp – Montage Resources Corporation Announces Initial 2019 Financial and Operating Guidance, Schedules Fourth Quarter and Full Year 2018 Earnings Release and Conference Call Date, and Provides Information on 2019 Analyst Day (March 1st, 2019)

IRVING, TX - February 28, 2019- (BUSINESS WIRE) - Montage Resources Corporation (NYSE:MR) (the “Company” or “Montage”) (formerly known as Eclipse Resources Corporation, “Eclipse Resources”) is pleased to announce its initial 2019 financial and operating guidance, schedule its fourth quarter and full year 2018 earnings release and conference call, and provide information regarding its upcoming 2019 Analyst Day.

Eclipse Resources Corp – AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (January 7th, 2019)

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of January 7, 2019 (this “Amendment”), among Eclipse Resources Corporation, a Delaware corporation (“Parent”), Everest Merger Sub Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Blue Ridge Mountain Resources, Inc., a Delaware corporation (the “Company”). Each capitalized term used and not otherwise defined in this Amendment has the meaning given to such term in the Merger Agreement (as defined below).

Eclipse Resources Corp – AMENDMENT TO SEPARATION AND RELEASE AGREEMENT (December 4th, 2018)

THIS AMENDMENT (“Amendment”) to the Separation and Release Agreement by and between Eclipse Resources Corporation (the “Company”) and Matthew R. DeNezza (“Executive”) dated as of August 24, 2018 (the “Agreement”), is entered into by the Company and the Executive on, and to be effective as of November 30, 2018 (the “Effective Date”). Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.

Eclipse Resources Corp – Eclipse Resources Corporation Announces Third Quarter 2018 Operational and Financial Results (October 31st, 2018)

STATE COLLEGE, PA- October 31, 2018- (BUSINESS WIRE) - Eclipse Resources Corporation (NYSE:ECR) (the “Company” or “Eclipse Resources”) today announced its third quarter 2018 financial and operational results. Additionally, the Company has updated guidance for the full year 2018.

Eclipse Resources Corp – SEPARATION AND RELEASE AGREEMENT (August 27th, 2018)

THIS SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is made and entered into effective as of August 24, 2018 (the “Effective Date”), by and between Eclipse Resources Corporation, a Delaware corporation (the “Company”), and Benjamin W. Hulburt (“Executive”). Any capitalized term set forth in this Agreement that is not defined in this Agreement shall have the meaning given to such term in the amended and restated employment agreement dated as of August 14, 2017, between Executive and the Company (the “Employment Agreement”).

Eclipse Resources Corp – LOCK-UP AGREEMENT (August 27th, 2018)
Eclipse Resources Corp – AGREEMENT AND PLAN OF MERGER among ECLIPSE RESOURCES CORPORATION, EVEREST MERGER SUB INC. and BLUE RIDGE MOUNTAIN RESOURCES, INC. Dated as of August 25, 2018 (August 27th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of August 25, 2018 (this “Agreement”), among Eclipse Resources Corporation, a Delaware corporation (“Parent”), Everest Merger Sub Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Blue Ridge Mountain Resources, Inc., a Delaware corporation (the “Company”).

Eclipse Resources Corp – VOTING AGREEMENT (August 27th, 2018)

AGREEMENT AND PLAN OF MERGER, dated as of August 25, 2018 (this “Agreement”), among Eclipse Resources Corporation, a Delaware corporation (“Parent”), Everest Merger Sub Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), and Blue Ridge Mountain Resources, Inc., a Delaware corporation (the “Company”).

Eclipse Resources Corp – VOTING AGREEMENT (August 27th, 2018)

This VOTING AGREEMENT, dated as of August 25, 2018 (this “Agreement”), is entered into by and among Eclipse Resources Corporation, a Delaware corporation (“Parent”), Blue Ridge Mountain Resources, Inc., a Delaware corporation (the “Company”), and the undersigned signatories set forth on the signature pages hereto under the heading “Company Stockholders” (collectively, the “Company Stockholders”). Parent, the Company, and the Company Stockholders are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Eclipse Resources Corp – SEPARATION AND RELEASE AGREEMENT (August 27th, 2018)

THIS SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is made and entered into effective as of August 24, 2018 (the “Effective Date”), by and between Eclipse Resources Corporation, a Delaware corporation (the “Company”), and Christopher K. Hulburt (“Executive”). Any capitalized term set forth in this Agreement that is not defined in this Agreement shall have the meaning given to such term in the amended and restated employment agreement dated as of August 14, 2017, between Executive and the Company (the “Employment Agreement”).

Eclipse Resources Corp – SEPARATION AND RELEASE AGREEMENT (August 27th, 2018)

THIS SEPARATION AND RELEASE AGREEMENT (this “Agreement”) is made and entered into effective as of August 24, 2018 (the “Effective Date”), by and between Eclipse Resources Corporation, a Delaware corporation (the “Company”), and Matthew R. DeNezza (“Executive”). Any capitalized term set forth in this Agreement that is not defined in this Agreement shall have the meaning given to such term in the amended and restated employment agreement dated as of August 14, 2017, between Executive and the Company (the “Employment Agreement”).

Eclipse Resources Corp – August 25, 2018 Eclipse Resources Corporation 2121 Old Gatesburg Road, Suite 110 State College, Pennsylvania Blue Ridge Mountain Resources, Inc. (August 27th, 2018)
Eclipse Resources Corp – BOARD OBSERVATION AGREEMENT (August 27th, 2018)

This Board Observation Agreement (this “Agreement”), dated August 25, 2018, is entered into by and among EnCap Energy Capital Fund VIII, L.P., a Texas limited partnership (“EnCap VIII”), EnCap Energy Capital Fund VIII Co-Investors, L.P., a Texas limited partnership (“EnCap VIII Co-Invest”), EnCap Energy Capital Fund IX, L.P., a Texas limited partnership (“EnCap IX” and, together with EnCap VIII and EnCap VIII Co-Invest, the “Holders”), and Eclipse Resources Corporation, a Delaware corporation (the “Company”). Each of the Holders and the Company are referred to in this Agreement individually as a “Party” and collectively as the “Parties.” Capitalized terms used but not defined in this Agreement shall have the meaning given to such terms in the Merger Agreement (as defined below).

Eclipse Resources Corp – Eclipse Resources Corporation and Blue Ridge Mountain Resources, Inc. to Combine in an All-Stock Merger (August 27th, 2018)

STATE COLLEGE, PA and IRVING, TX – August 27, 2018 – (BUSINESS WIRE) – Eclipse Resources Corporation (NYSE:ECR) (the “Company” or “Eclipse Resources”) and Blue Ridge Mountain Resources, Inc. (OTCPK: BRMR) (“Blue Ridge”) today announced that they have entered into a definitive merger agreement under which Eclipse Resources and Blue Ridge will combine in an all-stock transaction (the “Transaction”). In the Transaction, Blue Ridge stockholders will receive consideration consisting of 4.4259 shares of Eclipse Resources common stock for each share of Blue Ridge common stock, before adjustment for a 15-to-1 reverse stock split of Eclipse Resources common stock to be effected concurrently with closing of the Transaction. Based on the closing price of Eclipse Resources common stock on August 24, 2018, the Transaction implies an enterprise value for the combined company of approximately $1.4 billion and an equity value of approximately $908 million1. The Transaction has been unanimously approve

Eclipse Resources Corp – Eclipse Resources Corporation Announces Second Quarter 2018 Operational and Financial Results (August 2nd, 2018)

STATE COLLEGE, PA- August 2, 2018- (BUSINESS WIRE) - Eclipse Resources Corporation (NYSE:ECR) (the “Company” or “Eclipse Resources”) today announced its second quarter 2018 financial and operational results, along with reaffirming guidance for full year 2018. In conjunction with this release, the Company has posted an updated corporate presentation in the Investor Center section of its website at www.eclipseresources.com.

Eclipse Resources Corp – ECLIPSE RESOURCES CORPORATION 2014 LONG-TERM INCENTIVE PLAN, AS AMENDED BY THE FIRST AMENDMENT (May 4th, 2018)
Eclipse Resources Corp – Eclipse Resources Corporation Announces First Quarter 2018 Operational and Financial Results and Updated Guidance (May 2nd, 2018)

STATE COLLEGE, PA- May 2, 2018- (BUSINESS WIRE) - Eclipse Resources Corporation (NYSE:ECR) (the “Company” or “Eclipse Resources”) today announced its first quarter 2018 financial and operational results, along with updated guidance for the second quarter and full year 2018. In conjunction with this release, the Company has posted an updated investor presentation to its website at www.eclipseresources.com.

Eclipse Resources Corp – Eclipse Resources Announces Operational Update, Marcellus Type Curve Increase and Upcoming Conference Participation (March 26th, 2018)

STATE COLLEGE, PA- March 26, 2018- (BUSINESS WIRE) - Eclipse Resources Corporation (NYSE:ECR) (the “Company” or “Eclipse Resources”) today is pleased to provide an operational update, update its projections regarding its Marcellus Condensate type curve and announce the Company’s participation in the investor conference listed below:

Eclipse Resources Corp – Eclipse Resources Corporation Announces Fourth Quarter and Full Year 2017 Results and an Increase in First Quarter 2018 Production Guidance (February 28th, 2018)

STATE COLLEGE, PA- February 28, 2018- (BUSINESS WIRE) - Eclipse Resources Corporation (NYSE:ECR) (the “Company” or “Eclipse Resources”) today announced its fourth quarter 2017 and full year 2017 financial and operational results, along with an increase in first quarter 2018 production guidance. In conjunction with this release, the Company has posted an updated investor presentation to its website at www.eclipseresources.com.

Eclipse Resources Corp – Eclipse Resources Reports Proved Reserves, Operational and Financial Update (January 31st, 2018)

STATE COLLEGE, PA- January 31, 2018 - (BUSINESS WIRE) - Eclipse Resources Corporation (NYSE:ECR) (the “Company” or “Eclipse Resources”) today, in advance of the Company’s 2018 Analyst Day, provided an update on its fourth quarter and full year 2017 production and announced its year-end 2017 proved reserves, 2018 capital budget, and first quarter and full year 2018 guidance.

Eclipse Resources Corp – REGISTRATION RIGHTS AGREEMENT (January 22nd, 2018)

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 18, 2018, by and among Eclipse Resources Corporation, a Delaware corporation (the “Company”), Eclipse Resources-PA, LP, a Delaware limited partnership (“Eclipse-PA”), and Travis Peak Resources, LLC, a Delaware limited liability company (“Travis Peak”).