FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • June 2nd, 2014 • Eclipse Resources Corp • Crude petroleum & natural gas • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into as of , 2014, by and between Eclipse Resources Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 2nd, 2014 • Eclipse Resources Corp • Crude petroleum & natural gas • Delaware
This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2014, by and among Eclipse Resources Corporation, a Delaware corporation (the “Company”), Eclipse Holdings, L.P., a Delaware limited partnership (“Eclipse Holdings”), 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-Investors”), EnCap Energy Capital Fund IX, L.P., a Texas limited partnership (“EnCap IX”), CKH Partners II, L.P., a Pennsylvania limited partnership (“CKH II”), The Hulburt Family II Limited Partnership, a Pennsylvania limited partnership (“Hulburt Family II”), Kirkwood Capital, L.P., a Pennsylvania limited partnership (“Kirkwood”), and Eclipse Management, L.P., a Delaware limited partnership (“Eclipse Management”).
FORM OF MASTER REORGANIZATION AGREEMENTMaster Reorganization Agreement • June 2nd, 2014 • Eclipse Resources Corp • Crude petroleum & natural gas • Delaware
This Master Reorganization Agreement (this “Agreement”), dated as of , 2014, is entered into by and among Eclipse Resources I, LP, a Delaware limited partnership (“Eclipse I”), Eclipse GP, LLC, a Delaware limited liability company (“Eclipse I GP”), 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 “Class A Unitholders”), CKH Partners II, L.P., a Pennsylvania limited partnership (“CKH Partners”), The Hulburt Family II Limited Partnership, a Pennsylvania limited partnership (“Hulburt Family II”), Kirkwood Capital, L.P., a Pennsylvania limited partnership (“Kirkwood” and, together with CKH Partners and Hulburt Family II, the “Class B Unitholders”), Eclipse Management, L.P., a Delaware limited partnership (the “Class C Un
FORM OF LIMITED PARTNERSHIP AGREEMENT OF ECLIPSE MANAGEMENT, L.P. Dated as of , 2014Limited Partnership Agreement • June 2nd, 2014 • Eclipse Resources Corp • Crude petroleum & natural gas • Delaware
This LIMITED PARTNERSHIP AGREEMENT (this “Agreement”) of Eclipse Management, L.P., a Delaware limited partnership (the “Partnership”), is dated as of , 2014 (the “Effective Date”), by and among Eclipse Management GP, LLC, a Delaware limited liability company, as the general partner of the Partnership (the “General Partner”), and each Person (as defined herein) admitted to the Partnership as a limited partner from time to time pursuant to this Agreement who (a) executes and delivers a counterpart signature page of this Agreement which counterpart signature page is accepted by the Partnership and (b) is identified in the records of the Partnership as a limited partner of the Partnership (each such Person, a “Limited Partner”). The General Partner and the Limited Partners are hereinafter sometimes referred to collectively as the “Partners” and each of them individually as a “Partner.” Capitalized terms used herein shall have the meaning given such terms in Article II.
FORM OF STOCKHOLDERS AGREEMENTShareholder Agreements • June 2nd, 2014 • Eclipse Resources Corp • Crude petroleum & natural gas • Delaware
This STOCKHOLDERS AGREEMENT (this “Agreement”), dated as of , 2014, is entered into by and among Eclipse Resources Corporation, a Delaware corporation (the “Company”), Eclipse Holdings, L.P., a Delaware limited partnership (“Eclipse Holdings”), CKH Partners II, L.P., a Pennsylvania limited partnership (“CKH Partners”), The Hulburt Family II Limited Partnership, a Pennsylvania limited partnership (“Hulburt Family II”), Kirkwood Capital, L.P., a Pennsylvania limited partnership (“Kirkwood”), 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 “EnCap Funds”), and Eclipse Management, L.P., a Delaware limited partnership (“Eclipse Management” and, together with Eclipse Holdings, CKH Partners, Hulburt Family II, Kirkwood and
FORM OF AGREEMENT OF LIMITED PARTNERSHIP OF ECLIPSE HOLDINGS, L.P. Dated as of , 2014Limited Partnership Agreement • June 2nd, 2014 • Eclipse Resources Corp • Crude petroleum & natural gas • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of , 2014 (the “Effective Date”), is made and entered into by and among Eclipse Holdings GP, LLC, a Delaware limited liability company (the “General Partner”), EnCap Energy Capital Fund VIII, L.P., a Texas limited partnership (“EnCap Fund VIII”), EnCap Energy Capital Fund VIII Co-Investors, L.P., a Texas limited partnership (“EnCap Fund VIII Co-Investors”), EnCap Energy Capital Fund IX, L.P., a Texas limited partnership (“EnCap Fund IX”), The Hulburt Family II Limited Partnership, a Pennsylvania limited partnership (“HF II”), CKH Partners II, L.P., a Pennsylvania limited partnership (“CKH”), Kirkwood Capital, L.P., a Pennsylvania limited partnership (“Kirkwood”), and Eclipse Management, L.P., a Delaware limited partnership (“Eclipse Management”).
