Eclipse Resources Corporation [ l ] Shares Common Stock ($0.01 par value) Underwriting AgreementUnderwriting Agreement • June 9th, 2014 • Eclipse Resources Corp • Crude petroleum & natural gas • New York
Eclipse Resources Corporation, a Delaware corporation (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [ l ] shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), and the persons named in Schedule II hereto (the “Selling Stockholders”) propose to sell to the several Underwriters [ l ] shares of Common Stock (said shares to be issued and sold by the Company being hereinafter called the “Company Underwritten Securities,” said shares to be sold by the Selling Stockholders being hereinafter called the “Selling Stockholder Underwritten Securities,” and the Company Underwritten Securities and the Selling Stockholder Underwritten Securities, collectively being hereinafter referred to as the “Underwritten Securities”). The Selling Stockholders also propose to grant to the Underwriters an option to purchase up to [ l ] additional sha
MASTER REORGANIZATION AGREEMENTMaster Reorganization Agreement • June 9th, 2014 • Eclipse Resources Corp • Crude petroleum & natural gas • Delaware
This Master Reorganization Agreement (this “Agreement”), dated as of June 6, 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 “Clas
LIMITED PARTNERSHIP AGREEMENT OF ECLIPSE MANAGEMENT, L.P. Dated as of May 21, 2014Limited Partnership Agreement • June 9th, 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 May 21, 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.
AGREEMENT OF LIMITED PARTNERSHIP OF ECLIPSE RESOURCES HOLDINGS, L.P. Dated as of June 6, 2014Limited Partnership Agreement • June 9th, 2014 • Eclipse Resources Corp • Crude petroleum & natural gas • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP, dated as of June 6, 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”).
