Eclipse Resources Corp Sample Contracts

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 – 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 – 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 – 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 – 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 – 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 – LOCK-UP AGREEMENT (August 27th, 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 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 – 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 – 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 – 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 – 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 – 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”).

Eclipse Resources Corp – PARTICIPATION AGREEMENT BY AND AMONG ECLIPSE RESOURCES I, LP, ECLIPSE RESOURCES-OHIO, LLC, and SEG-ECR LLC dated DECEMBER 22, 2017 (December 28th, 2017)

THIS PARTICIPATION AGREEMENT (the “Agreement”) is made this 22nd day of December, 2017 (the “Execution Date”), by and among Eclipse Resources I, LP, a Delaware limited partnership (“Eclipse I”), Eclipse Resources-Ohio, LLC, a Delaware limited liability company (“Eclipse Ohio” and together with Eclipse I, “Eclipse”), and SEG-ECR LLC, a Delaware limited liability company (“Sequel”). Eclipse and Sequel are sometimes referred to herein together as the “Parties”, and individually as a “Party”.

Eclipse Resources Corp – PURCHASE AND SALE AGREEMENT between TRAVIS PEAK RESOURCES, LLC (the “Seller”) and ECLIPSE RESOURCES-PA, LP (the “Buyer”) and ECLIPSE RESOURCES CORPORATION (the “Buyer Parent”) December 8, 2017 (December 12th, 2017)

THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered this 8th day of December, 2017 (the “Execution Date”), between Travis Peak Resources, LLC, a Delaware limited liability company, whose address is 9020 North Capital of Texas Hwy., Building 1, Suite 170, Austin, Texas 78759 (the “Seller”), Eclipse Resources-PA, LP, a Delaware limited partnership, whose address is 2121 Old Gatesburg Road, Suite 110, State College, Pennsylvania 16803 (the “Buyer”), and Eclipse Resources Corporation, a Delaware corporation, whose address is 2121 Old Gatesburg Road, Suite 110, State College, Pennsylvania 16803 (“Buyer Parent”). The Buyer and the Seller may be referred to herein collectively as the “Parties”, or individually as a “Party”.

Eclipse Resources Corp – OPTION AGREEMENT (December 12th, 2017)

This Membership Interests Purchase Agreement (this “Agreement”) is entered into as of [___________], 201[__] (the “Execution Date”), by and among Cardinal Midstream II, LLC, a Delaware limited liability company (“Seller”), Cardinal NE Holdings, LLC, a Delaware limited liability company (“Company”), Eclipse Resources Midstream, LP, a Delaware limited partnership and wholly owned subsidiary of Eclipse Parent (“Buyer”), and, solely for the purposes of Section 9.17 (Parent Guaranty), Eclipse Resources Corporation, a Delaware corporation (“Eclipse Parent”). In this Agreement, Buyer, Eclipse Parent, Seller and Company are each referred to as a “Party” and collectively as the “Parties”.

Eclipse Resources Corp – Eclipse Resources Corporation Announces Third Quarter 2017 Results and Updated Full Year 2017 Guidance (November 8th, 2017)

STATE COLLEGE, PA- November 8, 2017- (BUSINESS WIRE) - Eclipse Resources Corporation (NYSE:ECR) (the “Company” or “Eclipse Resources”) today announced its third quarter 2017 financial and operational results and provided updated full year 2017 guidance. In conjunction with this release, the Company has posted an updated investor presentation to its website at www.eclipseresources.com.

Eclipse Resources Corp – AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (August 18th, 2017)

THIS AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of August 17, 2017 (the “Effective Date”), by and between Eclipse Resources Corporation, a Delaware corporation (the “Company”), and Matthew R. DeNezza (“Executive”).