0001193125-15-407515 Sample Contracts

AGREEMENT OF LIMITED PARTNERSHIP OF ECLIPSE RESOURCES MIDSTREAM, LP
Limited Partnership Agreement • December 18th, 2015 • Eclipse Resources-Ohio, LLC • Crude petroleum & natural gas • Delaware

This Agreement of Limited Partnership of Eclipse Resources Midstream, LP, a Delaware limited partnership (the “Partnership”), dated as of January 7, 2015 (this “Agreement”), is made and entered into by and among Eclipse GP, LLC, a Delaware limited liability company, as general partner (the “General Partner”), and Eclipse Resources Corporation, a Delaware corporation, as the sole limited partner (the “Limited Partner”). The General Partner and the Limited Partner are sometimes referred to collectively herein as the “Partners.”

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AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ECLIPSE RESOURCES OPERATING, LLC
Limited Liability Company Agreement • December 18th, 2015 • Eclipse Resources-Ohio, LLC • Crude petroleum & natural gas • Delaware

This Amended and Restated Limited Liability Company Agreement (“Agreement”) of Eclipse Resources Operating, LLC (the “Company”), effective as of June 24, 2014 (the “Effective Date”), is entered into by Eclipse Resources I, LP, a Delaware limited partnership, as the sole member of the Company (the “Member”).

SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF ECLIPSE RESOURCES I, LP
Agreement of Limited Partnership • December 18th, 2015 • Eclipse Resources-Ohio, LLC • Crude petroleum & natural gas • Delaware

This Second Amended and Restated Agreement of Limited Partnership of Eclipse Resources I, LP, a Delaware limited partnership, dated as of June 24, 2014 (this “Agreement”), is made and entered into by and among Eclipse GP, LLC, a Delaware limited liability company, as general partner (the “General Partner”), and Eclipse Resources Corporation, a Delaware corporation, as the sole limited partner (the “Limited Partner”). The General Partner and the Limited Partner are sometimes referred to collectively herein as the “Partners.”

LIMITED LIABILITY COMPANY AGREEMENT OF BUCKEYE MINERALS & ROYALTIES, LLC
Limited Liability Company Agreement • December 18th, 2015 • Eclipse Resources-Ohio, LLC • Crude petroleum & natural gas • Delaware

This Limited Liability Company Agreement (this “Agreement”) of Buckeye Minerals & Royalties, LLC, a Delaware limited liability company (the “Company”), dated as of October 11, 2013, is duly executed by Eclipse Resources I, LP, a Delaware limited partnership, in its capacity as the sole member of the Company (the “Member”).

LIMITED LIABILITY COMPANY AGREEMENT OF ECLIPSE GP, LLC
Limited Liability Company Agreement • December 18th, 2015 • Eclipse Resources-Ohio, LLC • Crude petroleum & natural gas • Delaware

This Limited Liability Company Agreement (this “Agreement”) of Eclipse GP, LLC, a Delaware limited liability company (the “Company”), dated as of January 20, 2011, is duly executed by EnCap Energy Capital Fund VIII, L.P., a Texas limited partnership, in its capacity as the sole member of the Company (the “Member”).

AMENDED AND RESTATED OPERATING AGREEMENT OF ECLIPSE RESOURCES-OHIO, LLC A DELAWARE LIMITED LIABILITY COMPANY June 5, 2014
Operating Agreement • December 18th, 2015 • Eclipse Resources-Ohio, LLC • Crude petroleum & natural gas • Delaware

This Amended and Restated Operating Agreement (this “Agreement”), of Eclipse Resources-Ohio, LLC, a Delaware limited liability Company (the “Company”), is hereby adopted by Eclipse Resources I, LP, a Delaware limited partnership (the “Member”), as the sole member of the Company as of the date set forth above, pursuant to and in accordance with the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.) as amended (the “DLLCA”), to govern the affairs of the Company and the conduct of its business. This Agreement amends and restates in its entirety the Operating Agreement and Declaration of Oxford Oil Company, LLC, dated as of June 18, 2013.

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