Eclipse Resources Corp (Form: S-1/A, Received: 06/02/2014 06:09:18)

As filed with the Securities and Exchange Commission on May 30, 2014

Registration No. 333-195679

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ECLIPSE RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

1311

46-4812998

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

2121 Old Gatesburg Road, Suite 110

State College, Pennsylvania 16803

(866) 590-2568

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Benjamin W. Hulburt

Chairman, President and Chief Executive Officer

Eclipse Resources Corporation

2121 Old Gatesburg Road, Suite 110

State College, Pennsylvania 16803

(866) 590-2568

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Glen J. Hettinger

Bryn A. Sappington

Fulbright & Jaworski LLP

(a member of Norton Rose Fulbright)

2200 Ross Avenue, Suite 2800
Dallas, Texas 75201

(214) 855-8000

Sean T. Wheeler

Latham & Watkins LLP

811 Main Street, Suite 3700

Houston, Texas 77002

(713) 546-5400

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	¨		Accelerated filer	¨

Non-accelerated filer	x	(Do not check if a smaller reporting company)	Smaller reporting company	¨

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 30, 2014

PRELIMINARY PROSPECTUS

Shares

LOGO

Eclipse Resources Corporation

Common Stock

This is the initial public offering of the common stock of Eclipse Resources Corporation. We are offering shares of our common stock and the selling stockholders identified in this prospectus are offering shares of our common stock. We will not receive any proceeds from the sale of shares held by the selling stockholders. No public market currently exists for our common stock. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act and are eligible for reduced public company reporting requirements. Please see “Summary—Emerging Growth Company Status.”

We have applied to list our common stock on the New York Stock Exchange under the symbol “ECR.”

We anticipate that the initial public offering price will be between $ and $ per share.

Investing in our common stock involves risks. See “ Risk Factors ” beginning on page 20 of this prospectus.


	Per Share	Total
Public offering price	$	$
Underwriting discounts and commissions ⁽¹⁾	$	$
Proceeds, before expenses, to us	$	$
Proceeds to the selling stockholders	$	$

(1)

Please read “Underwriting” for a description of all underwriting compensation payable in connection with this offering.

The selling stockholders have granted the underwriters the option to purchase up to additional shares of common stock on the same terms and conditions set forth above solely to cover over-allotments.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares on or about , 2014.

Joint Book-Running Managers


Citigroup		Goldman, Sachs & Co.			Morgan Stanley


Barclays	BMO Capital Markets	Deutsche Bank Securities
KeyBanc Capital Markets		RBC Capital Markets

Senior Co-Managers


Jefferies			Wells Fargo Securities

Co-Managers


Capital One Securities		Johnson Rice & Company L.L.C.		Scotiabank/Howard Weil		Simmons & Company International

Prospectus dated , 2014

LOGO

Eclipse Acreage Area represents the areas in which the highest concentration of our acreage and interests are located and in which we intend to focus our drilling efforts.

TABLE OF CONTENTS


	Page
Summary		1
Risk Factors		21
Cautionary Statement Regarding Forward-Looking Statements		51
Use of Proceeds		53
Dividend Policy		55
Capitalization		56
Dilution		57
Selected Historical Consolidated and Unaudited Pro Forma Financial Data		59
Management’s Discussion and Analysis of Financial Condition and Results of Operations		61
Business		85
Management		115
Executive Compensation		124
Principal and Selling Stockholders		132
Corporate Reorganization		135
Certain Relationships and Related Party Transactions		138
Description of Capital Stock		141
Shares Eligible for Future Sale		145
Material U.S. Federal Income Tax Consequences to Non-U.S. Holders		147
Underwriting		151
Legal Matters		156
Experts		156
Where You Can Find Additional Information		157
Index to Consolidated Financial Statements		F-1
Annex A: Glossary of Defined Terms		A-1

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by us or on our behalf or to the information to which we have referred you. Neither we, the selling stockholders, nor the underwriters have authorized anyone to provide you with information different from that contained in this prospectus and any free writing prospectus. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We, the selling stockholders and the underwriters are offering to sell shares of common stock and seeking offers to buy shares of common stock only in jurisdictions where offers and sales are permitted. The information in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the common stock. Our business, financial condition, results of operations and prospects may have changed since that date.

This prospectus contains forward-looking statements that are subject to a number of risks and uncertainties, many of which are beyond our control. See “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

Defined Terms

As used in this prospectus, unless the context indicates or otherwise requires, the following terms have the following meanings:

•

“Eclipse,” “Eclipse Resources,” the “Company,” “we,” “our,” “us” and like terms refer collectively to Eclipse Resources I, LP and its consolidated subsidiaries before the completion of our corporate reorganization described in “Corporate Reorganization” and to Eclipse Resources Corporation and its consolidated subsidiaries as of and following the completion of our corporate reorganization;

•

“Eclipse I” refers to Eclipse Resources I, LP;

•

“Eclipse Holdings” refers to Eclipse Holdings, L.P.;

•

“Eclipse Operating” refers to Eclipse Resources Operating, LLC;

•

“EnCap” refers to EnCap Investments L.P.;

•

the “EnCap Funds” refers, collectively, to EnCap Energy Capital Fund VIII, L.P., EnCap Energy Capital Fund VIII Co-Investors, L.P. and EnCap Energy Capital Fund IX, L.P., each of which is a private equity fund managed by EnCap and will be a limited partner of Eclipse Holdings following the completion of this offering;

•

the “Management Funds” refers, collectively, to The Hulburt Family II Limited Partnership, CKH Partners II, L.P. and Kirkwood Capital, L.P., each of which is an investment fund controlled by a member of our management team and will be a limited partner of Eclipse Holdings following the completion of this offering;

•

“Management Holdco” refers to Eclipse Management, L.P., which will be a limited partner of Eclipse Holdings following the completion of this offering;

•

the “Oxford Acquisition” refers to our acquisition of the outstanding membership interests in Eclipse Resources-Ohio, LLC (successor-in-interest to Oxford), which we completed on June 26, 2013;

•

“Oxford” or “The Oxford Oil Company” refers to The Oxford Oil Company. Immediately prior to the Oxford Acquisition, Oxford merged into Eclipse Resources-Ohio, LLC;

•

the “Utica Core Area” refers to what we believe is the most prolific and economic area of the Utica Shale fairway and includes approximately 96,240 of our net acres overlying a portion of the Utica Shale and is depicted on the map located on the inside cover of this prospectus;

•

“Our Marcellus Project Area” refers to the area depicted on the map located on the inside cover of this prospectus and containing approximately 25,740 of our net acres;

•

“Dry Gas,” “Dry Gas Window,” “Dry Gas Hydrocarbon Phase” or “Dry Gas Type Curve Area” refers to the area within the Utica Core Area in which we expect the Utica Shale wells to produce natural gas having a heat content of less than approximately 1,100 Btu with a negligible initial condensate yield;

•

“Rich Gas,” “Rich Gas Window,” “Rich Gas Hydrocarbon Phase” or “Rich Gas Type Curve Area” refers to the area within the Utica Core Area in which we expect the Utica Shale wells to produce natural gas having a heat content between approximately 1,100 Btu and 1,230 Btu, with an initial condensate yield between approximately 1 and 30 barrels per MMcf of natural gas produced;

•

“Condensate,” “Condensate Window,” “Condensate Hydrocarbon Phase” or “Condensate Type Curve Area” refers to the area within the Utica Core Area in which we expect the Utica Shale wells to produce a natural gas having a heat content between approximately 1,231 Btu and 1,280 Btu, with an initial condensate yield of between approximately 31 and 180 barrels per MMcf of natural gas produced; and

•

“Rich Condensate,” “Rich Condensate Window,” “Rich Condensate Hydrocarbon Phase” or “Rich Condensate Type Curve Area” refers to the area within the Utica Core Area in which we expect the Utica Shale wells to produce natural gas having a heat content in excess of 1,280 Btu, with an initial condensate yield in excess of 180 barrels per MMcf of natural gas produced.

In Annex A to this prospectus, we also include a glossary of other defined terms used in this prospectus, including certain oil and natural gas industry terms.

Industry and Market Data

The market data and certain other statistical information used throughout this prospectus are based on independent industry publications, government publications, filings, press releases and presentations by other oil and gas companies, and other published independent sources. Some data is also based on our good faith estimates. Although we have no reason to believe these third party sources (including data related to third party wells) are not reliable as of their respective dates, neither we, the selling stockholders, nor the underwriters have independently verified the accuracy or completeness of this information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors, including those described in the section titled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in these publications.

Trademarks, Service Marks and Trade Names

We own or have rights to various trademarks, service marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’ trademarks, service marks, trade names or products in this prospectus is not intended to, and does not, imply a relationship with, or endorsement or sponsorship by, us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ^® , TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade names.

iii

SUMMARY

This summary highlights some of the information contained in this prospectus and does not contain all of the information that may be important to you. You should read this entire prospectus and the documents to which we refer you before making an investment decision. You should carefully consider the information set forth under “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and the related notes thereto included elsewhere in this prospectus. Unless otherwise indicated, information presented in this prospectus assumes (i) the initial public offering price of the shares of our common stock will be $ per share (which is the midpoint of the price range set forth on the cover of this prospectus), (ii) the underwriters’ option to purchase additional shares from the selling stockholders is not exercised, and (iii) the completion of our corporate reorganization as set forth in “Corporate Reorganization.”

Please see “Defined Terms” on page ii of this prospectus for definitions of some of the terms used in this prospectus and Annex A to this prospectus for a glossary of other defined terms used in this prospectus, including certain oil and natural gas industry terms.

Our Company

We are an independent exploration and production company engaged in the acquisition and development of oil and natural gas properties in the Appalachian Basin. As of March 31, 2014, we had assembled an acreage position approximating 227,230 net acres in Eastern Ohio. Approximately 96,240 of our net acres are located in what we believe to be the most prolific and economic area of the Utica Shale fairway, which we refer to as the Utica Core Area, and approximately 25,740 of these net acres are also prospective for the highly liquids rich area of the Marcellus Shale in Eastern Ohio within what we refer to as Our Marcellus Project Area. The geographic extent of the Utica Core Area and Our Marcellus Project Area is depicted on the map located on the inside cover of this prospectus and defined in the section of this prospectus titled “Defined Terms.” We are the operator of approximately 81% of our net acreage within the Utica Core Area and Our Marcellus Project Area. As of March 31, 2014, we had identified 863 net horizontal drilling locations across our acreage, comprised of 668 locations within the Utica Core Area and 195 locations within Our Marcellus Project Area. As of March 31, 2014, we, or our operating partners, had commenced drilling 72 gross wells within the Utica Core Area and 3 gross wells within Our Marcellus Project Area. We intend to focus on developing our substantial inventory of horizontal drilling locations and will continue to opportunistically add to this acreage position where we can acquire acreage at attractive prices.

We have assembled a team of executive and operating professionals with significant knowledge and experience in the Appalachian Basin, particularly with respect to drilling unconventional oil and natural gas wells, managing large scale drilling programs and optimizing the value of the associated production through a coordinated midstream effort. Our senior management has over 250 years of combined, engineering, land, legal and financial expertise. Benjamin W. Hulburt, our Chairman, President and Chief Executive Officer, and Christopher K. Hulburt, our Executive Vice President, Secretary and General Counsel, co-founded Eclipse Resources in 2011. Ben Hulburt co-founded Rex Energy where he served as its President and Chief Executive Officer from that company’s inception through its considerable growth and entry into the liquids rich region of the Marcellus Shale. Chris Hulburt was formerly the Executive Vice President, Secretary and General Counsel of Rex Energy. Thomas S. Liberatore, our Executive Vice President and Chief Operating Officer, was formerly the Vice President and Appalachian Basin Regional Manager for Cabot Oil & Gas, where he led that company’s entry into its industry-leading Marcellus Shale position in Northeastern Pennsylvania. Additionally, our Vice Presidents of Drilling & Completions; Geology; Operations; Land; and Health, Safety, Environment & Regulatory all have significant experience in the Appalachian region. See “Management.”

We began assembling our acreage position in 2011 based upon a rigorous analytical evaluation of the shale properties within the Utica and Point Pleasant formations across Eastern Ohio. Based upon this evaluation, which incorporated multiple high-graded geological and petrophysical characteristics, we concentrated our acreage acquisition efforts in an area spanning parts of 5 counties that we believed would be the most prolific region of the play. This area, covering parts of Noble, Guernsey, Monroe, Belmont and Harrison counties, is located in what we now call the Utica Core Area. According to the Ohio Department of Natural Resources, as of February 8, 2014, there were 310 producing horizontal Utica Shale wells in the State of Ohio, 107 of which were in these 5 counties. Based upon production data from the wells we have drilled or participated in and our analysis of the results publicly released by other operators, we believe that our evaluation of the Utica Shale has been validated and that the Utica Core Area, where we have accumulated a substantially contiguous position of approximately 96,240 net acres, is the most prolific part of the play.

The composition of production from our wells and those of offset operators has corroborated our view of the type curve areas moving from east to west in the play. Across the Utica Core Area, the eastern boundary is more thermally mature and expected to produce dry gas, while the western boundary is less thermally mature and expected to produce a greater proportion of condensate and NGLs in addition to natural gas. We classify our acreage between these boundaries as being prospective for Dry Gas, Rich Gas, Condensate or Rich Condensate and define those terms in the section of this prospectus titled “Defined Terms.” We expect Our Marcellus Project Area to produce a significant proportion of condensate and NGLs in addition to natural gas. Additionally, we own approximately 131,070 net acres (which are approximately 85% held by production) outside of the Utica Core Area that may be prospective for the oil window of the Utica Shale representing upside potential. The table below outlines our Utica Core Area and Our Marcellus Project Area acreage and the identified drilling locations within each type curve area as of March 31, 2014, along with a summary of our expected 2014 drilling plan:


				Identified Drilling Locations				2014 Drilling Plan
Type Curve Area	Net Acreage ⁽¹⁾			Gross ⁽²⁾		Net ⁽²⁾		Gross Wells Spud ⁽³⁾		Net Wells Spud ⁽³⁾		Net Wells Turned to Sales ⁽³⁾
Dry Gas.		32,670			771		210		29		9.6		4.4
Rich Gas		34,160			937		239		61		16.7		6.8
Condensate		24,150			647		169		83		43.1		27.7
Rich Condensate		5,260			422		49		0		0		0

Total Utica Core Area		96,240			2,777		668		173		69.4		38.9

Our Marcellus Project Area		25,740	⁽⁴⁾		604		195		3		0.1		1.2

Total					3,381		863		176		69.5		40.1

(1)

Effective February 2012, we entered into a Participation and Exploration Agreement with Antero Resources in conjunction with the sale of approximately 21,000 of our net acres to Antero Resources, forming an area of mutual interest predominately in Noble County, Ohio. Antero Resources is the operator of our jointly owned properties in the area of mutual interest, where we owned approximately 51,430 gross (13,640 net) acres as of March 31, 2014. In addition, in December 2012, we entered into a Joint Operating Agreement with Triad Hunter covering 3 units consisting of 2,157 gross (1,009 net) acres in Monroe County, Ohio.

(2)

Drilling locations are specifically identified based on the current configuration of our leasehold, developed and planned units and proposed non-operated wells. We generally assume 1,000 foot interlateral spacing for acreage within the Dry Gas Window and 750 foot interlateral spacing elsewhere. We currently target a 6,000 foot lateral length for all of our horizontal wells. See page 32 of this prospectus for a discussion of certain risks and uncertainties relating to our ability to drill and develop our identified drilling locations.

(3)

73 gross operated wells and 103 gross non-operated wells planned to be spud, and 42 gross operated wells and 63 gross non-operated wells planned to be turned to sales.

(4)

Acreage in Our Marcellus Project Area is also included in our total Utica Core Area acreage.

Our Properties

Utica Shale

The Ordovician-aged Utica Shale is an unconventional reservoir comprised of organic-rich black shale, with most production occurring at vertical depths between 6,000 and 10,000 feet. The richest and thickest concentration of organic-carbon content is present within the Point Pleasant layer of the Lower Utica formation. Based on our geologic, engineering and petrophysical research, incorporating production data from wells we have drilled or participated in, as well as publicly disclosed well results from other operators in the play, we believe the Utica Shale is rapidly emerging as a premier North American unconventional resource play. To date, wells in the Utica Core Area in the southern portion of the Utica Shale play have yielded the strongest well results as measured by initial production rates. Our analysis of wells in the Utica Core Area fairway, which we believe to be the most prolific area of the play, indicates that single well rates of return in that region may rival any onshore resource play in North America.

We have evaluated the results of 56 wells that have been publicly disclosed within the Utica Core Area, 13 of which we have drilled or participated in. We have analyzed the initial production rate, or IP, Btu content of the wellhead gas and condensate yield for each well and have utilized this data to evaluate the reasonableness of our assumptions related to the production rate, liquids yield and ultimate recovery we project for the wells we plan to drill across our acreage. See pages 21, 22-23 and 25 of this prospectus for a discussion of certain risks and uncertainties relating to our use of publicly disclosed information regarding third party wells in this prospectus and expected well results.

When we plan our drilling program, we expect to drill wells with an average lateral length of approximately 6,000 feet, which generally enables us to deploy 4 horizontal wells (assuming 1,000 foot interlateral spacing) or 5 horizontal wells (assuming 750 foot interlateral spacing) in a drilling unit consisting of approximately 640 acres. In order to improve the comparability of well results publicly disclosed by different operators to the results we expect from our drilling program, we normalize the initial production rate data to a 6,000 foot lateral, which we refer to as a Normalized 6,000 Foot IP. The following table illustrates the average reported equivalent IP, Normalized 6,000 Foot IP and hydrocarbon composition for the 56 wells we have evaluated in the Utica Core Area. See page 25 of this prospectus for a discussion of certain risks and uncertainties relating to our use of publicly disclosed initial production rates in this prospectus.


Type Curve Area ⁽¹⁾	Number of Wells		Reported Equiv. IP ⁽²⁾ (Boe/d)		Normalized 6,000 ft. IP ⁽²⁾ (Boe/d)		% NGLs ⁽²⁾		% Condensate
Dry Gas		6		4,133		4,258		9		—
Rich Gas		23		4,261		4,402		40		10
Condensate		19		3,419		3,265		31		38
Rich Condensate		8		1,751		1,618		23		59

(1)

Based upon wells publicly disclosed as of March 31, 2014.

(2)

Represents sales volumes (post-processing) and assumes ethane recovery.

The highest Normalized 6,000 Foot IPs within each type curve area are located in close proximity to the greatest concentration of our acreage. Based upon the production data we have analyzed, we believe that our acreage is located within the most prolific and economic region of the Utica Core Area. A map with the location of, and a table containing the data for, each of the individual wells included in the table above are provided in “Business—Our Properties.”

Marcellus Shale

According to a study commissioned by the U.S. Energy Information Administration, the Devonian-aged Marcellus Shale gas field contains the largest natural gas resource base in the U.S. The Marcellus Shale consists of organic-rich black shale, with most production occurring at vertical depths between 5,000 and 8,000 feet. The Marcellus Shale is one of the most prolific North American shale plays due to its high well recoveries relative to drilling and completion costs, broad aerial extent, significant hydrocarbon resources in place and relatively homogenous high-quality reservoir characteristics.

As of March 31, 2014, we had approximately 25,740 net acres in the highly liquids rich area of the Marcellus Shale in Eastern Ohio within what we refer to as Our Marcellus Project Area. The reservoir underlying this acreage is less thermally mature than the Marcellus Shale in Southwestern Pennsylvania, and consequently, we believe natural gas production from this area will yield significant NGLs and condensate. We believe that publicly disclosed well results from other operators on and near our acreage and our Tippens 6HM well have confirmed our views regarding the richness of the gas and presence of both NGLs and condensate in this area. For example, in December 2011, Stone Energy reported average initial production rates from its 11 Marcellus Shale wells in the Mary Field in Wetzel County, West Virginia of 3-5 MMcf of gas per day with initial condensate yields of 70-100 barrels per MMcf of gas and that it expected 40 barrels of natural gas liquids per MMcf of gas. These wells are located approximately 5 miles east of Our Marcellus Project Area. In addition, in January 2012, Protégé Energy II LLC reported its drilling results for the Eisenbarth 3-H well to the State of Ohio with an initial production rate of 3.6 MMcf of gas and 397 barrels of condensate per day, equating to a condensate yield of 111 barrels per MMcf of gas. The Eisenbarth 3-H well is located in the center of Our Marcellus Project Area. In December 2013, Magnum Hunter announced 3 new Marcellus Shale wells in Monroe County approximately 3 miles east of Our Marcellus Project Area. Magnum Hunter reported an average initial production rate of 3.9 MMcf of gas and 596 barrels of condensate, equating to a condensate yield of 153 barrels per MMcf of gas. We own a 17.7% interest in 1 of the 3 announced wells. In 2013, we drilled the Tippens 6HM well to delineate the western limit of our acreage that we believed to be prospective for the Marcellus Shale. The Tippens 6HM well produced at a peak rate of 885 Mcf and 162 barrels of condensate per day, with 1,336 Btu gas. Based on gas samples in the immediate area and results from the Tippens 6HM, we expect the gas produced from our acreage in Our Marcellus Project Area to have a heating value of approximately 1,250 - 1,450 Btu.

Activity

Since entering the Utica Shale play in May 2011, through March 31, 2014, we, or our operating partners, had commenced drilling 75 gross wells within the Utica Core Area and Our Marcellus Project Area, of which 16 were drilling, 21 were awaiting completion, 6 were in the process of being completed, 8 were awaiting midstream and 24 had been turned to sales.

We commenced drilling our first Utica Shale test well, the Miley 5H, in 2011 in Noble County, Ohio. This was a vertical exploratory well and the first well to test the Utica Shale in Noble County, Ohio. Core analysis of the Miley 5H well confirmed our geological interpretation and assumptions about the Utica Shale in the area.

Our first operated Utica Shale horizontal well, the Tippens 6HS, which is located in the Dry Gas Window, had an initial peak production rate of 23.2 MMcf per day of natural gas, or 3,867 Boe per day, at a 28/64 ^th choke with approximately 5,300 psi casing pressure. The Tippens 6HS was drilled with a completed lateral section of approximately 5,850 feet and completed with 19 stages. The well was connected to a sales line on December 21, 2013 and produced a cumulative total of 549 MMcf of natural gas for an average rate of 18.3 MMcf per day in its first 30 days after connecting to a sales line.

maximize the drilling efficiency of our larger horizontal drilling rigs and reduce overall costs. We expect to continue running 3 operated horizontal rigs through the completion of this offering, increasing to 6 operated horizontal rigs by year end 2014. During 2014, we anticipate spudding a total of 73 gross (53 net) operated wells and expect to participate in 103 gross (17 net) non-operated wells, primarily with Antero Resources, Gulfport Energy, Chesapeake Energy and Magnum Hunter.

Midstream Agreements

We have contracted for firm gathering, processing and fractionation capacity for a significant portion of our operated acreage in the Rich Gas, Condensate and Rich Condensate Windows of the Utica Core Area with Blue Racer, a joint venture between Dominion Resources, Inc. and Caiman Energy II, LLC. Additionally, we have contracted with Eureka Hunter for firm gathering services on a significant portion of our operated acreage in the Dry Gas Window of the Utica Core Area. Neither of these gas processing agreements require us to make minimum volume deliveries or shortfall payments.

We work closely with our midstream partners to coordinate our drilling and completion schedule with their well hook up and facility construction schedule to ensure sufficient capacity is available to minimize any delays in turning production into sales. Our non-operated production operated by Antero Resources is gathered and marketed by Antero Resources on our behalf and is currently being processed and fractionated through long-term contracts Antero Resources has with MarkWest Energy Partners.

The following table illustrates the committed gathering and processing volumes associated with our operated assets through 2018:


Firm Gathering and Processing Volumes
Year	Gathering (MMcf/d)		Cryogenic Processing (MMcf/d)
2014		155		55
2015		475		225
2016		700		400
2017		720		420
2018		660		360

While we believe we have contracted for sufficient firm gathering and cryogenic processing volumes to accommodate 100% of our projected Utica Shale proved production and a significant percentage of our projected Utica Shale non-proved production, that capacity may not be sufficient to handle all of our production. Additionally, although we intend to enter into firm transportation agreements with major pipelines in the near future as our production grows, we have not yet entered into any such agreements. We refer you to the risk factor on pages 28-29.

On March 7, 2014, we entered into a 20 year contract with Shell Chemical for the sale of ethane to Shell Chemical’s proposed Appalachian cracker project in Monaca, Pennsylvania. Under the terms of the contract, we would sell to Shell Chemical, at a minimum, all of our Must Recover Ethane (i.e., 30% of total recoverable ethane) at Blue Racer’s fractionation facility near Natrium, West Virginia. The agreement provides for Shell Chemical to make a positive election during 2015 to keep the supply agreement in effect . See risk factors on pages 28-30 of this prospectus.

Our Competitive Strengths

We have a number of competitive strengths that we believe will help us to successfully execute our business strategies, including:

•

Premier Acreage Positions in the Core of the Utica Shale and the Highly Liquids Rich Area of the Marcellus Shale. We own an extensive and substantially contiguous acreage position in two of the premier North American shale plays. We have an approximately 96,240 net acre position in the Utica Core Area concentrated in a region where the highest initial production rates have been reported. Based upon the production data for wells that we have drilled or participated in as well as the initial production rates of wells that have been publicly disclosed by other operators, we believe that our acreage is located within the most prolific and economic region of the Utica Core Area. Additionally, based on the results of our first 2 Marcellus Shale wells completed within our 25,740 net acre Marcellus Shale Project Area, we believe Marcellus Shale wells within this area will produce rich natural gas with a heat content of approximately 1,250-1,450 Btu, and a condensate yield of approximately 100-200 barrels per Mmcf of gas. Furthermore, we own approximately 131,070 net acres (which are approximately 85% held by production) outside of the Utica Core Area that may be prospective for the oil window of the Utica Shale representing upside potential.

•

Multi-Year Drilling Inventory. As of March 31, 2014, we had identified approximately 3,381 gross (863 net) horizontal drilling locations within the Utica Core Area and Our Marcellus Project Area. We have drilled or commenced drilling 75 of these gross wells as of March 31, 2014. We plan to spud or participate in 176 gross (69 net) wells in those areas during 2014, representing a 19-year drilling inventory, which we calculate by dividing gross remaining identified drilling locations by gross wells expected to be spud in the 2014 drilling plan. We operate approximately 81% of our net acreage and the substantially contiguous nature of our leasehold enables us to enhance our single well economics by efficiently creating pad sites to drill multiple wells at the most effective lateral lengths. In determining our drilling locations, we have laid out a drilling plan that assumes average lateral lengths of 6,000 feet and interlateral spacing of 750 feet between wells for our operated acreage in the Rich Gas, Condensate and Rich Condensate Windows of the Utica Core Area and Our Marcellus Project Area, and 1,000 feet between wells for our operated acreage in the Dry Gas Window of the Utica Core Area. These identified drilling locations are shown on the map on the inside cover of this prospectus. Operators are currently testing tighter spacing, and if our acreage can support tighter spacing, then we expect that our number of drilling locations would significantly increase. Additionally, we expect to add net locations to our inventory as we lease or acquire incremental acreage and establish drilling units on acreage that does not currently support a 6,000 foot lateral.

•

Expertise and Experience in Unconventional Resource Plays, Particularly the Appalachian Basin. We have assembled a strong executive and technical staff that has extensive experience in horizontal drilling, operating multi-rig development programs and using advanced drilling and completion technology, predominately in the Appalachian Basin. We have sought to hire personnel who we believe to be the best in their field not only with respect to technical expertise, but also specifically with direct experience in the Appalachian Basin and the Utica and Marcellus Shales. Several members of our executive management team have extensive experience managing the successful early entrance and development in emerging unconventional areas of the Appalachian Basin, having led these efforts at companies such as Cabot Oil & Gas, Rex Energy and Chesapeake Energy.

•

the Dry Gas Window of the Utica Core Area. Our non-operated production operated by Antero Resources is marketed and processed by Antero Resources on our behalf and is currently being processed and fractionated by MarkWest Energy Partners. Further, our acreage position is centered near the confluence of several interstate pipeline systems including Texas Eastern, Rockies Express, Dominion Transmission, Dominion East Ohio and Tennessee Gas. This location provides us with the opportunity to assemble a diversified strategy to sell our gas, both within the Appalachian Region, and in other areas including the Gulf Coast and Mid-West markets. Additionally, we have recently entered into a long-term agreement with Shell to sell a significant portion of our projected ethane production from our rich gas assets, pending construction of their ethane cracker facility, which we expect to realize a premium price compared to net prices currently available after deducting transportation costs. We believe this approach will offer us diversity of revenue streams and a unique ability to manage our basis risk through a combination of long-term firm transportation, short to medium-term firm sales agreements, and short-term spot gas sales to capture market fluctuations.

•

Well Capitalized Balance Sheet with Financial Flexibility . As of March 31, 2014, on a pro forma basis after giving effect to this offering, we would have had cash on hand of approximately $ million. We believe this cash balance, along with our cash flows from operations and our projected borrowing availability under our revolving credit facility, will be sufficient to fund our capital expenditures and other obligations necessary to execute our business plan over the 2 year period following the completion of this offering. Additionally, we expect to maintain a commodity hedging program designed to mitigate volatility in commodity prices and to protect our expected future cash flows. We expect to enter into commodity derivative contracts such as collars and swaps on at least 50% of our projected proved developed reserves on a forward-looking basis for a period of 1 to 3 years.

•

Proven Management that is Highly Aligned with Stockholders . Our management team possesses extensive oil and natural gas acquisition and development expertise in shale plays, particularly within the Appalachian Basin, and will have a significant economic interest in us upon completion of this offering. Several members of our senior management team have significant experience managing public companies, which we believe benefits our stockholders. Management’s economic interest in us will initially be held in the form of incentive units issued by Eclipse Holdings and could increase following completion of this offering, without diluting public investors, if our stock price appreciates. See “Executive Compensation—Long-Term Incentive Compensation—Incentive Units” for a description of the incentive units. Management’s current ownership interest in Eclipse Holdings combined with its potential for increased ownership interest in Eclipse Holdings provides a strong incentive for management to grow the value of our company.

Our Business Strategy

Our goal is to create stockholder value by aggressively developing our asset base while generating industry-leading rates of return on our capital. We intend to pursue a number of steps to execute our strategy, including:

•

Aggressively Grow Production, Cash Flow and Reserves through the Economic Development of Our Drilling Inventory . We intend to aggressively develop our portfolio of identified drilling locations to maximize the present value of the substantial resource we have accumulated. Our management team has considerable experience managing large-scale drilling programs and is focused on growing production, cash flow and reserves in an economically efficient manner. We began to delineate our acreage position within the Utica Core Area and Our Marcellus Project Area in 2013. We are currently operating 3 horizontal rigs, and we expect to bring our total operated horizontal rig count to 6 by year end 2014. In 2014, we plan to invest $577.4 million in drilling and completion capital and plan to spud or participate in 176 gross (69 net) shale wells.

•

Enhance Returns by Optimizing Full-Cycle Economics of Our Production. We will continually monitor our drilling program in order to achieve the highest total returns on our portfolio of drilling opportunities. As the operator of approximately 81% of our net acreage in the Utica Core Area and Our Marcellus Project Area, we are able to manage: (i) the timing of a large portion of our capital spending, (ii) the well and completion design, and (iii) our midstream takeaway options. We will constantly seek to optimize our well economics through thorough and continuous analysis of our, and our non-operated partners’, well results and midstream plans. We believe that our current operated rig count, along with our participation in non-operated wells with at least 7 different operators in the Utica Core Area, has provided, and will continue to provide us with, a growing body of data which will allow us to further optimize our drilling and completion techniques and enhance well economics.

•

Maximize Wellhead Economics with Diversified and Opportunistic Midstream Options. We expect to produce considerable volumes of NGLs and condensate associated with our growing natural gas production. We have secured firm gathering, processing and fractionation capacity with our midstream partners to ensure we are able to meet our projected production volumes and cash flows, as well as entered into a long-term contract for the sale of our ethane production. Further, as our acreage position is centered near the confluence of several interstate pipeline systems including Texas Eastern, Rockies Express, Dominion Transmission, Dominion East Ohio and Tennessee Gas, we are assembling a diversified takeaway strategy to sell our gas, both within the Appalachian Region and in other areas including the Gulf Coast and Mid-West markets. We believe this approach will offer us diversity of revenue streams and a unique ability to manage our basis risk through a combination of long-term firm transportation, short to medium-term firm sales agreements, and short-term spot gas sales to capture market fluctuations.

•

Continue Growing Our Core Acreage Position through Leasing and Strategic Acquisitions. We intend to continue to identify and acquire additional acreage and producing assets in our core areas. Based on specific geological and technical analysis, we initially targeted and acquired 27,000 net acres in the Utica Core Area in 2011, and as of March 31, 2014, we have grown our position in the Utica Core Area to approximately 96,240 net acres. We believe our technical assessment of the most productive area within the Utica Shale has been validated by the highest initial production rates in the play and that our approximately 96,240 net acres are in the most prolific and economic part of the play. We will continue to pursue both large and small acreage acquisitions to add to our inventory and increase our number of operated drilling units.

Proved Reserves

As of December 31, 2013 and March 31, 2014, our estimated proved reserves were 78.5 Bcfe, or 13.1 MMBoe, and 109.6 Bcfe, or 18.3 MMBoe, respectively, based on reserve reports prepared by Netherland, Sewell & Associates, Inc., or NSAI, our independent petroleum engineers. As of December 31, 2013, our estimated proved reserves were approximately 67% natural gas, 15% NGLs and 18% oil, and approximately 57% were proved developed reserves. As of March 31, 2014, our estimated proved reserves were approximately 63% natural gas, 21% NGLs and 16% oil, and approximately 52% were proved developed reserves. The following table provides information regarding our proved reserves as of December 31, 2013 and March 31, 2014:


	Estimated Total Proved Reserves
	Oil (MMBbls)		NGLs (MMBbls)		Natural Gas (Bcf)		Total (Bcfe)		Total (MMBoe)		% Liquids			% Developed			PV-10 ⁽¹⁾ (in millions)
December 31, 2013		2.4		1.9		52.3		78.5		13.1		33.3	%		56.7	%	$	155.3
March 31, 2014		3.0		3.8		69.0		109.6		18.3		37.1	%		51.8	%	$	253.8

(1)

standardized measure in this regard. However, in connection with the closing of this offering, as a result of our corporate reorganization, we will be a corporation subject to federal income tax and our future income taxes will be dependent upon our future taxable income, and following our corporate reorganization our calculation of standardized measure would include such tax inputs. Neither PV-10 nor standardized measure represents an estimate of the fair market value of our oil and natural gas properties. We and others in the industry use PV-10 as a measure to compare the relative size and value of proved reserves held by companies without regard to the specific tax characteristics of such entities.

Risk Factors

Investing in our common stock involves risks that include the speculative nature of oil and natural gas exploration; competition; volatile oil, natural gas and NGLs prices; and other material factors. For a discussion of these risks and other considerations that could negatively affect us, including risks related to this offering and our common stock, see “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements.”

Corporate Reorganization

Eclipse I was formed in January 2011 by members of our management team and the EnCap Funds. Eclipse Operating was formed in December 2010 by members of our management team for purposes of operating Eclipse I. Eclipse I formed Eclipse Resources Corporation on February 13, 2014.

Pursuant to the terms of a corporate reorganization that will be completed contemporaneously with, and conditioned upon, the completion of this offering, (i) Eclipse I will acquire all of the outstanding equity interests in Eclipse Operating, (ii) the EnCap Funds, the Management Funds and Management Holdco will exchange their equity interests in Eclipse I for similar equity interests in Eclipse Holdings, (iii) the EnCap Funds, which own all of the outstanding equity interests in Eclipse GP, LLC, the general partner of Eclipse I, will transfer such equity interests to Eclipse Holdings, and (iv) Eclipse Holdings will contribute its equity interests in Eclipse I and the outstanding equity interests in Eclipse GP, LLC, in exchange for shares of common stock of Eclipse Resources Corporation. As a result of these steps, Eclipse Resources Corporation will become a majority controlled direct subsidiary of Eclipse Holdings, and Eclipse I will become a direct subsidiary of Eclipse Resources Corporation. Investors in this offering will only receive, and this prospectus only describes the offering of, shares of common stock of Eclipse Resources Corporation.

The following diagrams indicate our ownership structure (i) prior to our corporate reorganization and (ii) after giving effect to our corporate reorganization and this offering (assuming no exercise of the underwriters’ option to purchase additional shares from the selling stockholders). See “Corporate Reorganization” for more information regarding our corporate reorganization.

Ownership Structure Prior to Our Corporate Reorganization

LOGO

(1)

The Management Funds include The Hulburt Family II Limited Partnership, CKH Partners II, L.P and Kirkwood Capital, L.P., which are controlled by Benjamin W. Hulburt, Christopher K. Hulburt and Thomas S. Liberatore, respectively.

(2)

Management Holdco is controlled by the board of managers of its general partner. The current members of the board of managers are Benjamin W. Hulburt, Christopher K. Hulburt, Thomas S. Liberatore and Matthew R. DeNezza. The foregoing individuals have equal ownership interests in the general partner.

Ownership Structure After Giving Effect to Our Corporate Reorganization and this Offering

LOGO

(1)

(2)

Our Principal Stockholders

Upon the completion of our corporate reorganization and this offering, Eclipse Holdings will directly own shares of our common stock, representing approximately % of the outstanding shares of our common stock (or shares of our common stock, representing approximately % of the outstanding shares of our common stock, if the underwriters exercise in full their option to purchase additional shares). Eclipse Holdings will be owned by the EnCap Funds, the Management Funds and Management Holdco upon the completion of our corporate reorganization. EnCap was formed in 1988 and provides private equity to independent oil and gas companies focused on exploration, production and midstream activities. Since its inception, EnCap has formed 17 institutional oil and gas investment funds with aggregate capital commitments of approximately $18 billion. See “Principal and Selling Stockholders” for more information regarding the ownership of our common stock by our principal and selling stockholders.

Emerging Growth Company Status

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we are an emerging growth company, unlike other public companies that are not emerging growth companies under the JOBS Act, we are not required to:

•

provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act of 2002;

•

provide more than two years of audited financial statements and related management’s discussion & analysis of financial condition and results of operations;

•

comply with any new requirements adopted by the Public Company Accounting Oversight Board, or the PCAOB, requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer;

•

provide certain disclosure regarding executive compensation required of larger public companies or hold stockholder advisory votes on executive compensation as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act; or

•

obtain stockholder approval of any golden parachute payments not previously approved.

We will cease to be an “emerging growth company” upon the earliest of:

•

the last day of the fiscal year in which we have $1.0 billion or more in annual revenues;

•

the date on which we become a “large accelerated filer” (the fiscal year end on which the total market value of our common equity securities held by non-affiliates is $700.0 million or more as of June 30);

•

the date on which we issue more than $1.0 billion of non-convertible debt over a 3-year period; or

•

the last day of the fiscal year following the 5 ^th anniversary of our initial public offering.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards, but we have irrevocably opted out of the extended transition period, and as a result, we will adopt new or revised accounting standards on the relevant dates in which adoption of such standards is required for other public companies.

Corporate Information

Our principal executive offices are located at 2121 Old Gatesburg Road, Suite 110, State College, Pennsylvania 16803, and our telephone number is (866) 590-2568. Our website is www.eclipseresources.com . We expect to make our periodic reports and other information filed with, or furnished to, the Securities and Exchange Commission, or the SEC, available free of charge through our website as soon as reasonably practicable after those reports and other information are electronically filed with, or furnished to, the SEC. The information on, or otherwise accessible through, our website or any other website does not constitute a part of this prospectus.

The Offering

Shares of common stock offered by us

shares.

Shares of common stock offered by the selling stockholders

shares (or shares, if the underwriters exercise in full their option to purchase additional shares).

Shares of common stock to be outstanding after the offering

shares.

Shares of common stock owned by Eclipse Holdings after the offering

Eclipse Holdings will directly own shares of our common stock, representing approximately % of the outstanding shares of our common stock (or shares, representing approximately % of the outstanding shares of our common stock, if the underwriters exercise in full their option to purchase additional shares).

Option to purchase additional shares

Use of proceeds

We expect to receive approximately $ million of net proceeds (assuming an initial public offering price of $ per share, the midpoint of the range set forth on the cover of this prospectus) from the sale of the common stock offered by us after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use approximately $ million of our net proceeds to fund our capital expenditure plan and approximately $ million of our net proceeds to repay borrowings under our revolving credit facility.

We will not receive any proceeds from the sale of shares by the selling stockholders (including pursuant to the underwriters’ option to purchase additional shares). However, certain affiliates of the EnCap Funds and certain of our executive officers may indirectly receive proceeds from such sale of shares by the selling stockholders as a result of a distribution of proceeds by the selling stockholders to their respective limited partners, as applicable. See “Principal and Selling Stockholders.”

Dividend policy

We do not anticipate paying any cash dividends on our common stock. In addition, certain of our debt instruments place restrictions on our ability to pay cash dividends. See “Dividend Policy.”

Risk factors

You should carefully read and consider the information set forth under the heading “Risk Factors” and all other information set forth in this prospectus before deciding to invest in our common stock.

Listing and trading symbol

We have applied to list our common stock on the New York Stock Exchange under the symbol “ECR.”

Selected Historical Consolidated and Unaudited Pro Forma Financial Data

The following table shows selected historical consolidated financial data of Eclipse I, our accounting predecessor, and the selected unaudited pro forma financial data of Eclipse Resources Corporation for the periods and as of the dates indicated. Our historical results are not necessarily indicative of future operating results. The selected financial data presented below is qualified in its entirety by reference to, and should be read in conjunction with, “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere herein.

The selected historical consolidated financial data as of and for the years ended December 31, 2012 and 2013 are derived from the audited consolidated financial statements of Eclipse I included elsewhere in this prospectus. The selected historical statement of operations data for the three months ended March 31, 2013 and 2014 and the historical balance sheet data as of March 31, 2014 are derived from the unaudited consolidated financial statements of Eclipse I included elsewhere in this prospectus. The selected historical unaudited historical consolidated interim financial data has been prepared on a consistent basis with the audited consolidated financial statements of Eclipse I. In the opinion of management, such selected unaudited historical consolidated financial interim data reflects all adjustments (consisting of normal and recurring accruals) considered necessary to present our financial position for the periods presented. The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the full year because of the impact of fluctuations in prices received from natural gas, NGLs and oil, natural production declines, the uncertainty of exploration and development drilling results and other factors.

The selected unaudited pro forma consolidated statements of operations data for the three months ended March 31, 2014 and for the year ended December 31, 2013 has been prepared to give pro forma effect to (i) the Oxford Acquisition; (ii) the corporate reorganization transactions described under “Corporate Reorganization;” and (iii) this offering and the application of our net proceeds from this offering as if they had been completed as of January 1, 2013. The selected unaudited pro forma consolidated balance sheet data as of March 31, 2014 has been prepared to give pro forma effect to those transactions (other than the Oxford Acquisition that occurred on June 26, 2013, and thus, is already included in our historical consolidated balance sheet) as if they had been completed as of March 31, 2014. These data are subject and give effect to the assumptions and adjustments described in the notes accompanying the unaudited pro forma financial statements included elsewhere in this prospectus. The unaudited pro forma consolidated financial data are presented for informational purposes only and should not be considered indicative of actual results of operations that would have been achieved had the Oxford Acquisition, the corporate reorganization and this offering been consummated on the dates indicated, and do not purport to be indicative of statements of financial position or results of operations as of any future date or for any future period.


	Eclipse I						Eclipse I						Eclipse Resources Corporation
	Three Months Ended March 31,						Year Ended December 31,						Pro Forma Three Months Ended March 31,			Pro Forma Year Ended December 31,
	2014			2013			2013			2012			2014			2013
	(Unaudited)			(Unaudited)									(Unaudited)			(Unaudited)
(in thousands)
Statement of operations data:

REVENUES
Natural gas, NGLs and oil sales	$	24,788		$	288		$	12,935		$	370		$	24,788		$	20,638

Total revenues		24,788			288			12,935			370			24,788			20,638


OPERATING EXPENSES
Exploration		4,545			72			3,022			3,899			4,545			3,205
Lease operating		1,791			5			2,576			16			1,791			4,736
Transportation, gathering and compression		904			—			67			—			904			67
Production and ad valorem taxes		353			4			77			1			353			164
Depreciation, depletion and amortization		12,027			488			6,163			404			12,027			9,256
Impairments		—			—			2,081			793			—			2,081
General and administrative		8,394			1,483			21,276			4,425			8,394			23,808
Accretion expense		186			—			364			—			186			702
Gain on reduction of pension liability		(2,208	)		—			—			—			(2,208	)		—

Total operating expenses		25,992			2,052			35,626			9,538			25,992			44,019

Gain on sale of property		—			—			—			372			—			—

OPERATING LOSS		(1,204	)		(1,764	)		(22,691	)		(8,796	)		(1,204	)		(23,381	)

OTHER INCOME (EXPENSE)
Gain (loss) on derivative instruments		(3,611	)		—			—			—			(3,611	)		—
Interest income (expense), net		(13,636	)		5			(20,850	)		37			(13,635	)		(41,552	)

Total other income (expense), net		(17,247	)		5			(20,850	)		37			(17,246	)		(41,552	)

LOSS BEFORE INCOME TAXES		(18,451	)		(1,759	)		(43,541	)		(8,759	)		(18,450	)		(64,933	)

INCOME TAX BENEFIT		—			—			—			—			6,457			24,897


NET LOSS	$	(18,451	)	$	(1,759	)	$	(43,541	)	$	(8,759	)	$	(11,993	)	$	(40,036	)


Balance sheet data (at period end):
Cash and cash equivalents		27,328						109,509			27,057			28,510
Total property and equipment, net		1,144,907						1,018,084			106,253			1,146,910
Total assets		1,211,293						1,143,523			133,522			1,215,995
Total debt		432,230						389,247			—			432,230
Total partners’ / stockholders’ capital		698,354						667,971			126,704			644,567

Net cash provided by (used in):
Operating activities		104			232			15,250			(3,381	)
Investing activities		(151,140	)		(69,211	)		(897,086	)		(47,535	)
Financing activities		68,855			58,136			964,288			68,916

Summary Reserve, Production and Operating Data

Summary Reserve Data

The following table presents our estimated net proved natural gas, NGLs and oil reserves as of March 31, 2014, and December 31, 2013 and December 31, 2012, based on the proved reserve reports prepared by NSAI, our independent petroleum engineers, and such proved reserve reports have been prepared in accordance with the rules and regulations of the SEC. For oil and NGL volumes, the average West Texas Intermediate spot price of $98.43 per barrel for March 31, 2014, $96.91 per barrel for December 31, 2013 and $94.71 per barrel for December 31, 2012 has been adjusted by property group for quality, transportation fees, and regional price differentials. For gas volumes, the average Henry Hub spot price of $3.99 per MMBtu for March 31, 2014, $3.67 per MMBtu for December 31, 2013 and $2.76 per MMBtu for December 31, 2012 has been adjusted by property group for energy content, transportation fees, and regional price differentials. All of our proved reserves are located in the United States. Copies of the proved reserve reports as of March 31, 2014, December 31, 2013 and December 31, 2012 prepared by NSAI with respect to our properties are included as exhibits to the registration statement of which this prospectus forms a part. Our estimates of net proved reserves have not been filed with or included in reports to any federal authority or agency other than the SEC in connection with this offering.


	March 31,		December 31,
	2014		2013		2012
Proved Developed Reserves:
Natural Gas (MMcf)		34,216.0		27,880.3		1,289.6
NGLs (MBbls)		1,678.6		1,056.2		64.6
Oil (MBbls)		2,072.0		1,708.1		174.5

Combined (MMcfe)		56,719.6		44,466.6		2,724.0
Proved Undeveloped Reserves:
Natural Gas (MMcf)		34,742.8		24,464.2		1,666.6
NGLs (MBbls)		2,078.6		882.1		112.4
Oil (MBbls)		940.7		709.2		211.5

Combined (MMcfe)		52,858.2		34,012.0		3,610.1
Proved Reserves:
Natural Gas (MMcf)		68,958.8		52,344.5		2,956.1
NGLs (MBbls)		3,757.2		1,938.3		177.0
Oil (MBbls)		3,012.7		2,417.4		386.0

Combined (MMcfe)		109,577.8		78,478.6		6,334.2

Production and Price History

The following table sets forth information regarding net production of natural gas, NGLs and oil, and certain price and cost information for the periods indicated:


	Three Months Ended March 31,
	2014		2013
Total production volumes:
Natural gas (MMcf)		2,759.0		14.2
NGLs (MBbls)		9.0		—
Oil (MBbls)		108.0		2.6

Combined (MMcfe)		3,461.0		29.6
Average daily production volumes:
Natural gas (Mcf/d)		30,656		158
NGLs (Bbls/d)		100		—
Oil (Bbls/d)		1,200		28

Combined (Mcfe/d)		38,456		329
Volume weighted average realized prices:
Natural gas ($/Mcf) ⁽¹⁾	$	5.06	$	3.68
NGLs ($/Bbl)		63.88		—
Oil ($/Bbl)		94.94		91.89

Combined ($/Mcfe)	$	7.16	$	9.73
Expenses (per Mcfe):
Lease operating	$	0.52	$	0.17
Production, severance and ad valorem taxes		0.10		0.12
Depletion, depreciation and amortization		3.48		16.48
General and administrative		2.43		50.11
Transportation, gathering and compression		0.26		—

(1)

Including the effects of commodity hedging, the average effective price for the three months ended March 31, 2014 would have been $3.75 per Mcf of gas. The total volume of gas associated with these hedges for the three months ended March 31, 2014 represented approximately 52% of our total sales volumes for the three months ended March 31, 2014. There were no commodity derivatives in place for the three months ended March 31, 2013.

RISK FACTORS

Investing in our common stock involves risks. You should carefully consider the information in this prospectus, including the matters addressed under “Cautionary Statement Regarding Forward-Looking Statements,” and the following risks before making an investment decision. The trading price of our common stock could decline due to any of these risks, and you may lose all or part of your investment.

Risks Related to Our Business

We are involved in lawsuits challenging the validity of some of our leases, which if unfavorably resolved, may materially adversely affect our financial condition, business prospects and the value of our common stock.

Prior to the Oxford Acquisition, Oxford commenced a lawsuit on October 24, 2011 in the Common Pleas Court of Belmont County, Ohio against a lessor to enforce its rights to access and drill a well on the lease during the initial 5-year primary term of the lease. The lessor counterclaimed, alleging, among other things, that the challenged Oxford lease constituted a lease in perpetuity and, accordingly, should be deemed void and contrary to public policy in the State of Ohio. On October 4, 2013, the Belmont County trial court granted a motion for summary judgment in favor of the lessor and ruled that the lease is a “no term” perpetual lease and, as such, is void as a matter of Ohio law.

We have appealed the Belmont County trial court’s decision to the Ohio Court of Appeals for the Seventh Appellate District, arguing, among other things, that the Belmont County trial court erred in finding that our lease is a “no term” perpetual lease, by ruling that perpetual leases are void as a matter of Ohio law and by invalidating our leases. We cannot predict the outcome of this lawsuit or the amount of time and expense that will be required to resolve the lawsuit.

In addition, many of our other oil and gas leases in Ohio contain provisions identical or similar to those found in the challenged Oxford lease. Following the ruling of the Belmont County trial court and as of May 30, 2014, 3 other lessors filed lawsuits, or amended existing complaints in pending lawsuits, that remain outstanding against us to make allegations similar to those made by the lessor in the Belmont County case discussed above. These 3 lawsuits, together with the Belmont County case discussed above, affect approximately 346 gross (346 net) leasehold acres and were capitalized on our balance sheet as of March 31, 2014 at $1.8 million.

We have undertaken efforts to amend the other leases acquired within the Utica Core Area in the Oxford Acquisition to address the issues raised by the Belmont County trial court’s ruling. These efforts have resulted in modifications to leases covering approximately 26,096 net acres out of the approximately 47,367 net acres we believe may require modification to address the issues raised by the trial court while our appeal is pending; however, we cannot predict whether we will be able to obtain modifications of the leases covering the remaining 21,271 net acres to effectively resolve issues related to the Belmont County trial court’s ruling or the amount of time and expense that will be required to amend these leases.

In light of the foregoing, if the appeals court affirms the trial court ruling, and if other courts in Ohio adopt a similar interpretation of the provisions in other oil and gas leases we acquired in the Oxford Acquisition, other lessors may challenge the validity of such leases and those challenged leases may be declared void. As a result, our ability to execute our planned drilling program as described in this prospectus could be substantially diminished. In addition, lawsuits concerning the validity of our leases could divert the attention of management and resources in general from day-to-day operations. An unfavorable resolution could, therefore, have a material adverse effect on our financial condition, business prospects and the value of our common stock. For further information regarding this lawsuit, please see “Business—Legal Proceedings.”

The information regarding third party wells included in this prospectus may not be reliable, and we may not be able to achieve similar results for our wells located near to those third party wells.

We have included in this prospectus publicly disclosed data related to initial production rates, liquids yields and other production and operating data for third party wells that have been drilled and completed on or near our acreage. This information was gathered from government databases, press releases and other publicly available sources as well as internally with respect to those wells in which we have an interest and access to such information. Other than a limited review with respect to those wells in which we own an interest, we have not undertaken any investigation to confirm the accuracy, completeness or reliability of this information or the methodology used by the third parties to determine this information, and such information may be materially incorrect, incomplete or unreliable. Furthermore, we obtained the information from multiple sources, and those sources may have been using inconsistent or incompatible methodologies. If the third party well information we have included in this prospectus is incorrect, incomplete or unreliable, then it may be inappropriate to expect wells that we drill and operate in our nearby acreage to perform at or near the levels indicated in the third party well information. Even if such information is reliable, drilling for oil and gas wells is a highly speculative undertaking, and there are many factors that affect the performance and yield of oil and gas wells, including decisions that we, our operating partners or other operators make regarding the drilling process, the geological features underlying the specific well, and other factors that are beyond our control. Moreover, initial production rates and liquids yields reported by us or other operators may not be indicative of future or long-term production rates and reserve potential. Accordingly, some or all of these factors, or factors that we do not or cannot anticipate, may cause the performance and yields of our wells to be substantially inferior to the actual or implied performance and yields of the nearby third party wells. As a result, our business, financial condition and results of operations could be substantially negatively affected.

Our operating history is limited and as a result there is only limited historical financial and operating information available upon which to base your evaluation of our performance. Moreover, the historical financial and operating information included in this prospectus may not be indicative of our future financial performance. Additionally, the historical financial and operating data relating to the Oxford Acquisition included in this prospectus is largely derived from the conventional, vertical drilling of natural gas and oil wells, while we expect our post-acquisition strategy to focus on the horizontal drilling of natural gas and oil wells. Moreover, we plan to expand our drilling operations significantly in the near future. We have yet to generate positive earnings from our current business strategy and there can be no assurance that we will ever operate profitably. If our current business strategy is not successful, and we are not able to operate profitably, investors may lose some or all of their investment.

Changes in laws or government regulations regarding hydraulic fracturing could increase our costs of doing business, limit the areas in which we can operate and reduce our oil and natural gas production, which could adversely impact our business.

Hydraulic fracturing is an important and common practice that is used to stimulate production of natural gas and/or oil from dense subsurface rock formations. Hydraulic fracturing involves the injection of water, sand or alternative proppant and additives under pressure into target geological formations to fracture the surrounding rock and stimulate production. We regularly use hydraulic fracturing as part of our operations. Presently, hydraulic fracturing is regulated primarily at the state level, typically by state oil and natural gas commissions and similar agencies. However, with increased public concern regarding the potential for hydraulic fracturing to adversely affect drinking water supplies, proposals have been made to enact federal, state and local legislation and regulations that would increase the regulatory burden imposed on hydraulic fracturing. For example, the U.S. Environmental Protection Agency, or the EPA, has asserted federal regulatory authority over certain hydraulic

fracturing activities involving diesel under the Safe Drinking Water Act, issued new air emission controls for oil and natural gas production and natural gas processing operations, initiated a study to examine the potential impacts of hydraulic fracturing on drinking water resources, and intends to propose standards for wastewater discharges from oil and gas extraction activities and regulations that would require companies to disclose information regarding the in hydraulic fracturing. The U.S. Congress continues to consider amending the Safe Drinking Water Act to remove the exemption for hydraulic fracturing activities and to require disclosure of additives constituents of fluids used in the fracturing process. The Department of the Interior proposed a rule that would regulate hydraulic fracturing activities on federal lands.

If new federal, state or local laws or regulations that significantly restrict hydraulic fracturing are adopted, such legal requirements could result in delays, eliminate certain drilling and injection activities and make it more difficult or costly for us to perform fracturing. Any such regulations limiting or prohibiting hydraulic fracturing could reduce our oil and natural gas exploration and production activities and, therefore, adversely affect our business. Such laws or regulations could also materially increase our costs of compliance and doing business by more strictly regulating how hydraulic fracturing wastes are handled or disposed.

Properties that we decide to drill may not yield natural gas, NGLs or oil in commercially viable quantities.

Properties that we decide to drill that do not yield natural gas, NGLs or oil in commercially viable quantities will adversely affect our results of operations and financial condition. Our project areas are in various stages of development, ranging from project areas with current drilling or production activity to project areas that consist of recently acquired leasehold acreage or that have limited drilling or production history. If the wells in the process of being drilled and completed do not produce sufficient revenues to return a profit or if we drill dry holes in the future, our business may be materially affected. In addition, there is no way to predict in advance of drilling and testing whether any particular prospect will yield natural gas, NGLs or oil in sufficient quantities to recover drilling and completion costs or to be economically viable. The use of micro-seismic data and other technologies and the study of producing fields in the same area will not enable us to know conclusively prior to drilling whether natural gas, NGLs or oil will be present or, if present, whether natural gas, NGLs or oil will be present in commercial quantities. We cannot assure you that the analogies we draw from available data from other wells, more fully explored prospects or producing fields will be applicable to our drilling prospects. Further, our drilling operations may be curtailed, delayed or cancelled as a result of numerous factors, including:

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unexpected drilling conditions;

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title problems;

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pressure or lost circulation in formations;

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equipment failure or accidents;

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adverse weather conditions;

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compliance with environmental and other governmental or contractual requirements; and

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increase in the cost of, shortages or delays in the availability of, electricity, supplies, materials, drilling or workover rigs, equipment and services.

Hydrocarbon windows, phases or type curve areas have an inherent degree of variability and may change over time, and as a result, the available well data with respect to such windows, phases and type curve areas may not be indicative of the actual hydrocarbon composition for the windows, phases or type curve areas.

Based upon the well data available to us, we have grouped the publicly disclosed Utica Shale wells within the Utica Core Area into several distinct hydrocarbon windows, phases or type curve areas in an effort to better understand the thermal maturation variability within the Utica Core Area. However, there is an inherent degree of variability within such hydrocarbon windows, phases or type curve areas. Additionally, the well data we have utilized is predominantly based upon initial production rate, Btu content, natural gas yields and condensate

yields, which may change over time. As a result, the well data with respect to the windows, phases and type curve areas within the Utica Core Area may not be indicative of the actual hydrocarbon composition for the windows, phases or type curve areas, or may not be the hydrocarbon composition of the windows, phases or type curve areas at the time we drill. Due to such factors, the performance, Btu content and NGLs and/or condensate yields of our wells may be substantially less than we anticipate or substantially less than performance and yields of other operators in the Utica Core Area, which may materially adversely affect our future business, financial condition, results of operations, liquidity or ability to finance planned capital expenditures.

Natural gas, NGLs and oil prices are volatile. A substantial or extended decline in commodity prices may adversely affect our business, financial condition or results of operations and our ability to meet our capital expenditure obligations and financial commitments.

The prices we receive for our natural gas, NGLs and oil production heavily influence our revenue, operating results profitability, access to capital, future rate of growth and carrying value of our properties. Natural gas, NGLs and oil are commodities, and therefore, their prices are subject to wide fluctuations in response to relatively minor changes in supply and demand. Historically, the commodities markets have been volatile. These markets will likely continue to be volatile in the future. The prices we receive for our production, and the levels of our production, depend on numerous factors beyond our control. These factors include, but are not limited to, the following:

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worldwide and regional economic conditions impacting the global supply of and demand for natural gas, NGLs and oil;

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the price and quantity of imports of foreign natural gas, including liquefied natural gas, foreign oil and refined products;

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the price and quantity of exported domestic crude oil, natural gas, including liquefied natural gas, NGLs and refined products;

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political conditions in or affecting other producing countries, including conflicts in the Middle East, Africa, South America and Russia;

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the level of global exploration and production;

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the level of global inventories;

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prevailing prices on local price indexes in the areas in which we operate and expectations about future commodity prices;

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the proximity, capacity, cost and availability of gathering and transportation facilities, and other factors that result in differentials to benchmark prices;

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the cost of exploring for, developing, producing and transporting reserves;

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speculative trading in natural gas and crude oil derivative contracts;

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risks associated with operating drilling rigs;

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the price and availability of competitors’ supplies of natural gas, NGLs, oil and alternative fuels;

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localized and global supply and demand fundamentals and transportation availability;

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adverse or severe weather conditions and other natural disasters;

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technological advances affecting energy consumption and production; and

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domestic, local and foreign governmental regulation and taxes.

In addition, substantially all of our natural gas production and oil production is sold to purchasers under contracts with market-based prices based on New York Mercantile Exchange (“NYMEX”) Henry Hub prices and

West Texas Intermediate (“WTI”) prices, respectively. The actual prices realized from the sale of natural gas and oil differ from the quoted NYMEX Henry Hub and WTI prices as a result of location differentials. Location differentials to NYMEX Henry Hub and WTI prices, also known as basis differential, result from variances in regional natural gas and oil prices as compared to NYMEX Henry Hub and WTI prices due to regional supply and demand factors. We may experience differentials to NYMEX Henry Hub and WTI prices in the future, which may be material and could reduce the price we receive for these products relative to these benchmarks.

Lower commodity prices and negative increases in our differentials will reduce our cash flows and borrowing ability. We may be unable to obtain needed capital or financing on satisfactory terms, or at all, which could lead to a decline in our reserves as existing reserves are depleted. Lower commodity prices and negative differentials could also cause a significant portion of our development and exploration projects to become uneconomic, which may result in our having to make significant downward adjustments to our reserves. As a result, a substantial or extended decline in commodity prices or an increase in our negative differentials may materially adversely affect our future business, financial condition, results of operations, liquidity or ability to finance planned capital expenditures.

Our development and exploration projects require substantial capital expenditures. We may be unable to obtain required capital or financing on satisfactory terms, or at all, which could lead to a decline in our oil and natural gas reserves.

The oil and natural gas industry is capital intensive. We make and expect to continue to make substantial capital expenditures for the development and acquisition of oil and natural gas reserves. We expect to fund our capital expenditures in 2014 with cash on hand, cash generated by our operations, borrowings under our revolving credit facility and a portion of our net proceeds from this offering. The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of, among other things, natural gas, NGLs and oil prices and differentials, actual drilling results, the availability of drilling rigs and other services and equipment, and regulatory, technological and competitive developments. A reduction in realized natural gas, NGLs or oil prices from current levels may result in a decrease in our actual capital expenditures, which would negatively impact our ability to grow production. Our financing needs may require us to alter or increase our capitalization substantially through the issuance of debt or equity securities or the sale of assets. The issuance of additional indebtedness would require that a portion of our cash flow from operations be used for the payment of interest and principal on our indebtedness, thereby reducing our ability to use cash flow from operations to fund working capital, capital expenditures and acquisitions.

Our cash flow from operations and access to capital are subject to a number of variables, including, without limitation, the following:

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our proved reserves;

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the volumes and types of hydrocarbons we are able to produce from existing and future wells;

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the prices at which our production is sold;

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our ability to acquire, locate and develop new reserves;

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the levels of our operating expenses; and

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our ability to borrow under our revolving credit facility and issue additional debt and equity securities.

If our revenues or the borrowing base under our revolving credit facility decrease as a result of lower natural gas, NGLs or oil prices, operating difficulties, declines in reserves or for any other reason, we may have limited ability to obtain the capital necessary to sustain our operations at current levels. If additional capital is needed, we may not be able to obtain debt or equity financing on terms acceptable to us, if at all. If cash flow generated by our operations or available borrowings under our revolving credit facility are insufficient to meet our capital requirements, the failure to obtain additional financing could result in a curtailment of our operations relating to development of our properties, which in turn could lead to a decline in our reserves and production, and could adversely affect our business, financial condition and results of operations.

We have been an early entrant into the Utica Core Area, which is a new and emerging play, and are also an early entrant into the portion of the Marcellus Shale underlying Our Marcellus Project Area. As a result, our expected well results in these areas are uncertain, and the value of our undeveloped acreage will decline if well results are unsuccessful.

Our expected well results in the Utica Core Area and Our Marcellus Project Area are more uncertain than well results in areas that are more developed and have a greater number of producing wells. As a result, our cost of drilling, completing and operating wells in the Utica Core Area and Our Marcellus Project Area may be higher than initially expected, the ultimate production and reserves from these wells may be lower than initially expected and the value of our undeveloped acreage may decline. Additionally, we cannot assure you that all prospects will be economically viable or that we will not abandon our investments. We cannot assure you that unproved property acquired by us or undeveloped acreage leased by us will be profitably developed, that wells drilled by us in prospects that we pursue will be productive or that we will recover all or any portion of our investment in such unproved property or wells.

Initial production rates may not be a reliable or accurate predictor of ultimate well recoveries, and initial production rates may not be directly correlated to completed well lateral lengths .

We have shown initial production rates for publicly available Utica and Marcellus Shale wells to demonstrate the apparent relative strength or weakness of certain wells in the Utica and Marcellus Shales in our project areas. While we believe that the presentation of these initial production rates can provide a useful tool in evaluating the early stage performance of these wells for comparative analysis, in many cases initial production rates may not be a reliable or accurate predictor of ultimate well recoveries, which require significantly more in depth analysis, including but not limited to, an analysis of the production over an extended period. Initial production rates can also vary across wells due to several variables such as the choke size being utilized on the well, the lack of compression, the time period measured, or natural gas line pressures. Additionally, we have shown normalized initial production rates for several Utica Shale wells which have adjusted the reported initial production rate for these wells proportionate to the difference between their actual complete lateral length and a 6,000’ complete lateral length. While we believe the presentation of this information can provide the ability to compare wells without regard to the varying actual completed lateral length of the wells we have presented, there may not be a direct correlation of initial production rates to the completed lateral length.

Part of our strategy involves using some of the latest available horizontal drilling and completion techniques, which involve risks and uncertainties in their application.

Our operations involve utilizing some of the latest drilling and completion techniques as developed by us, other oil and gas exploration and production companies and our service providers. Risks that we face while drilling include, but are not limited to, the following:

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drilling wells that are significantly longer and/or deeper than more conventional wells;

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landing our wellbore in the desired drilling zone;

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staying in the desired drilling zone while drilling horizontally through the formation;

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running our casing the entire length of the wellbore; and

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being able to run tools and other equipment consistently through the horizontal wellbore.

Risks that we face while completing our wells include, but are not limited to, the following:

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the ability to fracture stimulate the planned number of stages;

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the ability to run tools the entire length of the wellbore during completion operations; and

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the ability to successfully clean out the wellbore after completion of the final fracture stimulation stage.

Drilling for and producing natural gas, NGLs and oil are high-risk activities with many uncertainties that could result in a total loss of investment or otherwise adversely affect our business, financial condition or results of operations.

Our future financial condition and results of operations will depend on the success of our development and acquisition activities, which are subject to numerous risks beyond our control, including the risk that drilling will not result in commercially viable production or that we will not recover all or any portion of our investment in such wells.

Our decisions to purchase, explore or develop prospects or properties will depend in part on the evaluation of data obtained through geophysical and geological analyses, production data and engineering studies, the results of which are often inconclusive or subject to varying interpretations. For a discussion of the uncertainty involved in these processes, see “Business—Oil and Natural Gas Data.” Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves, which could materially reduce our borrowing capacity. In addition, our cost of drilling, completing and operating wells is often uncertain before drilling commences.

Further, many factors may curtail, delay or cancel our scheduled drilling projects, including, without limitation, the following:

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compliance with regulatory requirements, including limitations resulting from wastewater disposal, discharge of greenhouse gases, and limitations on hydraulic fracturing;

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pressure or irregularities in geological formations;

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shortages of or delays in obtaining equipment and qualified personnel or in obtaining water for hydraulic fracturing activities;

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equipment failures, accidents or other unexpected operational events;

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lack of available gathering and processing facilities or delays in construction of gathering and processing facilities;

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lack of available capacity on interconnecting transmission pipelines;

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adverse weather conditions, such as blizzards and ice storms;

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issues related to compliance with environmental regulations;

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environmental hazards, such as natural gas leaks, oil spills, pipeline and tank ruptures, encountering naturally occurring radioactive materials, and unauthorized discharges of brine, well stimulation and completion fluids, toxic gases or other pollutants into the surface and subsurface environment;

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terrorist (including eco-terrorist) attacks targeting natural gas and oil related facilities and infrastructure;

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declines in natural gas, NGLs and oil prices;

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limited availability of financing at acceptable terms;

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title problems and well permit objections from coal operators; and

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limitations in the market for natural gas.

Any of these risks can cause substantial losses, including personal injury or loss of life, damage to or destruction of property, natural resources and equipment, pollution, environmental contamination or loss of wells and other regulatory penalties.

We have incurred losses from operations since our inception and may do so in the future.

We incurred a net loss of $8.8 million for the year ended December 31, 2012, a net loss of $43.5 million for the year ended December 31, 2013 and a net loss of $18.4 million for the three months ended March 31, 2014. Our development of and participation in an increasingly larger number of prospects has required, and will continue to require, substantial capital expenditures. The uncertainty and factors described throughout this “Risk Factors” section may impede our ability to economically find, develop and acquire oil and natural gas reserves. As a result, we may not be able to achieve or sustain profitability or positive cash flows from operating activities in the future, which could adversely affect the trading price of our common stock.

We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under applicable debt instruments, which may not be successful.

Our ability to make scheduled payments on or to refinance our indebtedness obligations, including our revolving credit facility and our senior unsecured notes, depends on our financial condition and operating performance, which are subject to prevailing economic and competitive conditions and financial, business and other factors beyond our control. We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness when due.

If our cash flows and capital resources are insufficient to fund debt service obligations, we may be forced to reduce or delay investments and capital expenditures, sell assets, raise additional capital or restructure or refinance indebtedness. Our ability to raise additional capital or restructure or refinance indebtedness will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of indebtedness could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict business operations. The terms of existing or future debt instruments may restrict us from adopting some of these alternatives. In addition, any failure to make payments of interest and principal on outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. In the absence of sufficient cash flows and capital resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet debt service and other obligations. Our revolving credit facility and the indenture governing our senior unsecured notes currently restrict our ability to dispose of assets and our use of the proceeds from any such disposition. We may not be able to consummate those dispositions, and the proceeds of any such disposition may not be adequate to meet any debt service obligations then due. These alternative measures may not be successful and may not permit us to meet scheduled debt service obligations.

As of March 31, 2014, the initial borrowing base under our revolving credit facility was $50.0 million with $20.0 million drawn at a weighted average interest rate of 1.99%. As of May 1, 2014, our borrowing base was increased to $100 million, of which $60 million was drawn. Our next scheduled borrowing base redetermination is expected to occur on July 1, 2014. In the future, we may not be able to access adequate funding under our revolving credit facility as a result of a decrease in borrowing base due to the issuance of new indebtedness, the outcome of a subsequent borrowing base redetermination, unwillingness of the lenders to increase their aggregate commitment up to an increased borrowing base amount or an unwillingness or inability on the part of one or more lenders to meet their funding obligations and the inability of other lenders to provide additional funding to cover each defaulting lender’s portion. Declines in commodity prices could result in a determination to lower the borrowing base in the future, and in such a case, we could be required to repay any indebtedness in excess of the redetermined borrowing base. As a result, we may be unable to implement our drilling and development plan, make acquisitions or otherwise carry out business plans, which would have a material adverse effect on our financial condition and results of operations and impair our ability to service our indebtedness.

Our producing properties are concentrated in the Appalachian Basin, which makes us vulnerable to risks associated with operating in one major geographic area.

Our producing properties are geographically concentrated in the Appalachian Basin. At March 31, 2014, all of our total estimated proved reserves were attributable to properties located in this area. As a result of this

concentration, we may be disproportionately exposed to the impact of regional supply and demand factors, delays or interruptions of production from wells in this area caused by governmental regulation, processing or transportation capacity constraints, market limitations, water shortages, weather related conditions or interruption of the processing or transportation of natural gas, NGLs or oil. Such delays or interruptions could have a material adverse effect on our financial condition and results of operations. In addition, a number of areas within the Appalachian Basin have historically been subject to mining operations, the existence of which could require coordination to avoid adverse impacts as a result of drilling and mining in close proximity. These restrictions on our operations, and any similar restrictions, can cause delays or interruptions or can prevent us from executing our business strategy, which could have a material adverse effect on our financial condition and results of operations.

Due to the concentrated nature of our portfolio of natural gas and oil properties, a number of our properties could experience any of the same conditions at the same time, resulting in a relatively greater impact on our results of operations than they might have on other companies that have a more diversified portfolio of properties.

We own non-operating interests in properties developed and operated by third parties, and as a result, we are unable to control the operation and profitability of such properties.

We frequently participate as a non-operator in the drilling and completion of wells with third parties that exercise exclusive control over such operations. As a non-operator participant, we rely on the third party operating company to successfully operate these properties pursuant to joint operating agreements and other similar contractual arrangements.

As a non-operator participant in these operations, we may not be able to maximize the value associated with these properties in the manner we believe appropriate, or at all. For example, we cannot control the success of drilling and development activities on properties operated by third parties, which depend on a number of factors under the control of a third party operator, including such operator’s determinations with respect to, among other things, the nature and timing of drilling and operational activities, the timing and amount of capital expenditures and the selection of suitable technology. In addition, the third party operator’s operational expertise and financial resources and ability to gain the approval of other participants in drilling wells will impact the timing and potential success of our drilling and development activities in a manner that we are unable to control. The failure of an operator of our wells to adequately perform operations, an operator’s breach of the applicable agreements or an operator’s failure to act in ways that are favorable to us could reduce our production and revenues, negatively impact our liquidity and cause us to spend capital in excess of our current plans, and have a material adverse effect on our financial condition and results of operations.

Our existing providers of gas gathering, processing and fractionation capacity may not be able to provide to us sufficient capacity for our production from the Utica Core Area, and as a result, we may be required to find alternative markets and gathering, processing or fractionation arrangements for our production from the Utica Core Area, which alternative arrangements may not be available on favorable terms, or at all.

A significant portion of our Utica Core Area acreage position is dedicated to long-term firm gas gathering, processing and fractionation agreements with primary terms of approximately 15 years. These agreements give us priority service and capacity over non-firm parties that wish to utilize the gas processing and fractionation plants and gas gathering system. As a result of such dedications, a significant portion of our operated acreage in the Rich Gas, Condensate and Rich Condensate Windows of the Utica Core Area is committed to Blue Racer for gathering, processing and fractionation. Additionally, a significant portion of our operated acreage in the Dry Gas Window of the Utica Core Area is committed to Eureka Hunter for gathering. While we believe we have reserved sufficient capacity at these plants and on such systems to gather, process and fractionate all of our projected production associated with our proved resources and a significant portion of our projected production from the Utica Core Area, that capacity may not be sufficient to handle all of our production or that the plants and systems will not experience significant mechanical problems or delays in construction or become unavailable to us due to

unforeseen circumstances. As a result, we may be required to find alternative markets and gathering, processing or fractionation arrangements for our production from the Utica Core Area that is committed under these agreements, and such alternative arrangements may only be available on less favorable terms, or not at all.

Insufficient takeaway capacity in the Appalachian Basin could cause significant fluctuations in our realized natural gas prices .

The Appalachian Basin natural gas business environment has historically been characterized by periods in which production has surpassed local takeaway capacity, resulting in substantial discounts in the price received by producers. Although additional Appalachian Basin takeaway capacity has been added in 2012 and 2013 and several new projects to further expand this capacity have been announced, there may not be sufficient capacity to keep pace with the increased production caused by accelerated drilling in the basin. We expect that a significant portion of our production from the Utica and Marcellus Shales will be transported on pipelines that experience a negative differential to NYMEX Henry Hub prices. If we are unable to secure firm pipeline transportation capacity on major pipelines that are in existence or under construction in our operating area to accommodate our growing production, it could have a material adverse effect on our financial condition and results of operation.

We currently do not have agreements with providers of gas gathering, processing or fractionation capacity with respect to our production from Our Marcellus Project Area, and we may not be able to enter into such agreements on favorable terms, or at all.

We have not entered into any gas gathering, processing or fractionation agreements with respect to our production from Our Marcellus Project Area. We may not be able to enter into any such agreements on favorable terms, or at all. Without such agreements, we may not receive priority service or capacity over third parties that utilize the same gas processing and fractionation plants and gas gathering systems. Our inability to obtain sufficient gas gathering, processing and fractionation capacity for our production from Our Marcellus Project Area could negatively impact our cash flows, financial condition and results of operations and reduce the overall value of our assets within this area.

Insufficient processing or takeaway capacity in the Appalachian Basin could cause significant fluctuations in our realized natural gas, NGLs and oil prices.

The Appalachian Basin natural gas business environment has historically been characterized by periods in which production has surpassed local takeaway capacity, resulting in substantial discounts in the price received by producers such as us. We expect that a significant portion of our production from the Utica Core Area and Our Marcellus Project Area will be transported on pipelines that may consistently or periodically experience a negative differential to NYMEX Henry Hub prices.

We do not currently have arrangements for firm pipeline transportation capacity for all of our expected production. If we are unable to secure additional gathering and compression capacity and long-term firm takeaway capacity on major pipelines that are in existence or currently under construction in our core operating area to accommodate our growing production and to manage basis differentials, it could have a material adverse effect on our financial condition and results of operations.

Oil and condensate produced in the Appalachian Basin has increased substantially and is likely to continue to increase for the foreseeable future. There is limited takeaway capacity for these products and we anticipate sales of these products to occur at a discount to the benchmark WTI price. If we are unable to secure transportation for these products it could have a materials adverse effect on our financial condition and results of operations.

We currently are and in the future expect to be party to contracts with third parties that include contractual minimums.

We are currently party to and expect to continue to be party to service contracts with drilling rig companies that require us to make shortfall payments to such companies if our actual activity level falls below specified contractual minimum activity levels. Moreover, in the future, we expect to enter into service contracts, such as firm pipeline transportation contracts with companies owning interstate pipelines, that may require us to make shortfall payments if our actual throughput falls below specified contractual minimum volumes. We can provide no assurance that our activity levels will be sufficient to satisfy the minimum requirements under our drilling rig contracts or that our future volumes will be sufficient to satisfy the minimum requirements under any such firm transportation contracts. If we fail to satisfy the minimum activity levels or throughput requirements associated with such contracts, we would be obligated to make shortfall payments to our counterparties based on the difference between our actual activity levels and throughput volumes, respectively, and the contract minimums in each case. These differences and the associated shortfall payments could be significant and we may not be able to generate sufficient cash to cover those obligations, which may require us to reduce or delay our planned investments and capital expenditures or seek alternative means of financing.

Restrictions in our existing and future debt agreements could limit our growth and our ability to engage in certain activities.

Our revolving credit facility contains a number of significant covenants, including restrictive covenants that may limit our ability to, among other things:

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incur additional indebtedness;

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sell assets;

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make loans to others;

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make investments;

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enter into joint ventures;

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enter into mergers;

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make payments, directly or indirectly, to purchase or otherwise retire our equity interests;

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hedge future production or interest rates;

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incur certain lease obligations;

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incur liens;

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modify the nature of our business or engage in international operations; and

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pay dividends or make distributions.

The indenture governing our senior unsecured notes contains similar restrictive covenants. In addition, our revolving credit facility requires us to maintain certain financial ratios or to reduce our indebtedness if we are unable to comply with such ratios. These restrictions, together with those in the indenture governing our senior unsecured notes, may limit our ability to obtain future financings to withstand a future downturn in our business or the economy in general, or to otherwise conduct necessary corporate activities. We may also be prevented from taking advantage of business opportunities that arise because of the limitations that the restrictive covenants under our revolving credit facility and our indenture governing our senior unsecured notes impose on us.

A breach of any covenant in either our revolving credit facility or the indenture governing our senior unsecured notes would result in a default under the applicable agreement after any applicable grace periods. A default, if not waived or cured, could result in acceleration of the indebtedness outstanding under the relevant agreement and in a default with respect to, and an acceleration of, the indebtedness outstanding under other debt

agreements. The accelerated indebtedness would become immediately due and payable. If that occurs, we may not be able to make all of the required payments or obtain sufficient capital to refinance such indebtedness. Even if a refinancing were available, it may not be on terms that are acceptable to us. Moreover, an increased interest rate is also payable in connection with a default under our revolving credit facility and certain payment defaults under our senior unsecured notes.

Any significant reduction in our borrowing base or reduction of lender commitments under our revolving credit facility, as a result of the periodic borrowing base redeterminations or otherwise, may negatively impact our ability to fund our operations.

Our revolving credit facility limits the amounts we can borrow up to the lesser of a specified maximum borrowing base amount or the aggregate amount of lender commitments. The lenders, in their sole discretion, determine a borrowing base on a quarterly basis (until April 1, 2015, at which time such determinations will convert to a semi-annual basis) based upon the loan value assigned to the proved reserves attributable to our oil and gas properties evaluated in our most recent reserve report(s). Our lenders may further request two additional unscheduled borrowing base redeterminations during each calendar year. Any increase in the borrowing base requires the consent of the lenders holding 95.0% (or 100.0% if there are fewer than 3 lenders at the time of determination) of the commitments (provided that no lender’s commitment may increase without its consent). Distinct from determinations of a borrowing base, each lender, in its sole discretion, determines the maximum amount of loans it will commit to make under the revolving credit facility based, in part, on general economic considerations and its prevailing lending policies. Outstanding borrowings in excess of the lesser of the specified maximum borrowing base amount or the prevailing aggregate lender commitment must be repaid. If we fail to repay such excess borrowings on a timely basis, we must provide additional oil and gas properties as collateral to the extent necessary to eliminate the deficiency. As of March 31, 2014, the initial borrowing base under our revolving credit facility was $50.0 million, of which $20.0 million was drawn at a weighted average interest rate of 1.99%. As of May 1, 2014, our borrowing base was increased to $100 million, of which $60 million was drawn. Our next scheduled borrowing base redetermination is expected to occur on July 1, 2014.

Reserve estimates depend on many assumptions that may turn out to be inaccurate. Any material inaccuracies in reserve estimates or underlying assumptions will materially affect the quantities and present value of our reserves.

The process of estimating oil and natural gas reserves is complex. It requires interpretations of available technical data and many assumptions, including, without limitation, assumptions relating to current and future economic conditions and commodity prices. Any significant inaccuracies in these interpretations or assumptions could materially affect the estimated quantities and present value of our reserves.

In order to prepare reserve estimates, we must project production rates and timing of development expenditures. We must also analyze available geological, geophysical, production and engineering data. The extent, quality and reliability of this data can vary. The process also requires economic assumptions about matters such as oil and natural gas prices, drilling and operating expenses, capital expenditures, taxes and availability of funds.

Actual future production, natural gas and oil prices, revenues, taxes, development expenditures, operating expenses and quantities of recoverable oil and natural gas reserves will vary from our estimates. As a substantial portion of our reserve estimates are made without the benefit of a lengthy production history, any significant variance from the above assumption could materially affect the estimated quantities and present value of our reserves. In addition, we may adjust reserve estimates to reflect production history, results of exploration and development, existing commodity prices and other factors, many of which are beyond our control.

You should not assume that the present value of future net revenues from our reserves is the current market value of our estimated natural gas reserves. We generally base the estimated discounted future net cash flows from reserves on prices and costs on the date of the estimate. Actual future prices and costs may differ materially from those used in the present value estimate.

Reserve estimates for plays, such as the Utica Core Area and Our Marcellus Project Area, where we predominately operate, that do not have a lengthy production history are less reliable than estimates for fields with lengthy production histories. Less production history may contribute to less accurate estimates of reserves, future production rates and the timing of development expenditures. Most of our production is from wells that have been operational for less than one year, and as estimated reserves vary substantially from well to well, estimated reserves may not be correlated to perforated lateral length or completion technique. Furthermore, the lack of operational history for horizontal wells in the Utica Core Area or Our Marcellus Project Area may also contribute to the inaccuracy of future estimates of reserves and could result in our failing to achieve expected results in the play. A material and adverse variance of actual production, revenues and expenditures from those underlying reserve estimates or management expectations would have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our gross identified drilling locations are scheduled out over many years, making them susceptible to uncertainties that could materially alter the occurrence or timing of their drilling. In addition, we may not be able to raise the capital that we expect to be necessary to drill our identified drilling locations.

Our management team has specifically identified and scheduled certain well locations as an estimation of our future multi-year drilling activities on our existing acreage. These well locations represent a significant part of our growth strategy. Our ability to drill and develop these locations depends on a number of uncertainties, including natural gas, NGLs and oil prices, the availability and cost of capital, drilling and production costs, availability of drilling services and equipment, drilling results, topographical constraints, lease expirations, the ability to form units, gathering system and pipeline transportation constraints, access to and availability of water sourcing and distribution systems, governmental regulation, the ability to pool or unitize our acreage with acreage leased to other operators and approvals and other factors. Because of these uncertain factors, we do not know if the numerous drilling locations we have identified will ever be drilled or if we will be able to produce natural gas or oil from these or any other identified drilling locations. In addition, unless production is established within the spacing units covering the undeveloped acres on which some of the potential locations are obtained, the leases for such acreage will expire. Further, some of the horizontal wells we intend to drill in the future may require unitization with adjacent leaseholds controlled by third parties. If these third parties are unwilling to unitize such leaseholds with ours, this may limit the total locations we can drill. As such, our actual drilling activities may materially differ from those presently identified.

As of March 31, 2014, we had approximately 3,381 gross (863 net) identified drilling locations. As a result of the limitations described above, we may be unable to drill many of our identified drilling locations. In addition, we will require significant additional capital over a prolonged period in order to pursue the development of these locations, and we may not be able to raise or generate the capital required to do so. Any drilling activities we are able to conduct on these potential locations may not be successful or result in our ability to add additional proved reserves to our overall proved reserves or may result in a downward revision of our estimated proved reserves, which could have a material adverse effect on our future business and results of operations. For more information on our identified drilling locations, see “Business—Our Company.”

We have acreage that we must commence operations upon before lease expiration in order to hold the acreage by production. In a highly competitive market for acreage, failure to drill sufficient wells to hold acreage may result in a substantial lease renewal cost, or if renewal is not feasible, loss of our lease and prospective drilling opportunities.

Leases on our oil and natural gas properties typically have a primary term of 5 years, after which they expire unless, prior to expiration, we commence operations within the spacing units covering the undeveloped acres. As of March 31, 2014, we had leases representing approximately 1,603 gross (1,603 net) undeveloped acres scheduled to expire in 2014, 2,731 gross (2,724 net) undeveloped acres scheduled to expire in 2015, 20,093 gross (5,678 net) undeveloped acres scheduled to expire in 2016, 44,018 gross (30,423 net) undeveloped acres scheduled to expire in 2017, and 28,788 gross (19,527 net) undeveloped acres scheduled to expire in 2018 and

beyond. The cost to renew such leases may increase significantly, and we may not be able to renew such leases on commercially reasonable terms, or at all. Moreover, many of our leases require lessor consent to create units larger than the leases currently permit, which may make it more difficult to hold our leases by production or optimally develop our leasehold position. Any reduction in our current drilling program, either through a reduction in capital expenditures or the unavailability of drilling rigs, could result in the loss of acreage through lease expirations. In addition, in order to hold our current leases scheduled to expire in 2014 and 2015, we will need to operate at least a one-rig program. We cannot assure you that we will have the liquidity to deploy rigs when needed, or that commodity prices will warrant operating such a drilling program. Our reserves and future production, and therefore, our future cash flows and income, are highly dependent on successfully developing our undeveloped leasehold acreage and the loss of any leases could materially adversely affect our ability to so develop such acreage.

The standardized measure of discounted future net cash flows from our proved reserves will not be the same as the current market value of our estimated oil and natural gas reserves.

You should not assume that the standardized measure of discounted future net cash flows from our proved reserves is the current market value of our estimated oil and natural gas reserves. In accordance with SEC requirements in effect at December 31, 2012, December 31, 2013 and March 31, 2014, we based the discounted future net cash flows from our proved reserves on the 12-month first-day-of-the-month oil and natural gas average prices without giving effect to derivative transactions. Actual future net cash flows from our oil and natural gas properties will be affected by factors such as:

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actual prices we receive for natural gas, NGLs and oil;

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actual cost of development and production expenditures;

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the effect of derivative transactions;

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the amount and timing of actual production; and

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changes in governmental regulations or taxation.

The timing of both our production and our incurrence of expenses in connection with the development and production of oil and natural gas properties will affect the timing and amount of actual future net revenues from proved reserves, and thus their actual present value. In addition, the 10% discount factor we use when calculating standardized measure may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with us or the oil and natural gas industry in general. As a limited partnership, our predecessor was not subject to federal taxation. Accordingly, our standardized measure does not provide for federal corporate income taxes because taxable income was passed through to our partners. As a corporation, we will be treated as a taxable entity for federal income tax purposes, and our future income taxes will be dependent on our future taxable income. Actual future prices and costs may differ materially from those used in the present value estimates included in this prospectus which could have a material effect on the value of our reserves.

We may incur losses as a result of title defects in the properties in which we invest.

Leases in the Appalachian Basin are particularly vulnerable to title deficiencies due the long history of land ownership in the area, resulting in extensive and complex chains of title. In the course of acquiring the rights to develop oil and natural gas, it is standard procedure for us and the lessor to execute a lease agreement with payment subject to title verification. In most cases, we incur the expense of retaining lawyers, title abstractors or landmen to verify the rightful owners of the oil and gas interests prior to payment of such lease bonus to the lessor. There is no certainty, however, that a lessor has valid title to its lease’s oil and gas interests. In those cases, such leases are generally voided and payment is not remitted to the lessor. As such, title failures may result in fewer net acres to us. Prior to the drilling of an oil or natural gas well, however, it is the normal practice in our industry for the person or company acting as the operator of the well to obtain a preliminary title review to ensure there are no obvious defects in title to the well. Frequently, as a result of such examinations, curative work must be done to correct defects in the

marketability of the title, and such curative work entails expense. Our failure to cure any title defects may delay or prevent us from utilizing the associated mineral interest, which may adversely impact our ability in the future to increase production and reserves. Accordingly, undeveloped acreage has greater risk of title defects than developed acreage. If there are any title defects or defects in assignment of leasehold rights in properties in which we hold an interest, we could suffer a financial loss or impairment of our assets.

The development of our estimated proved undeveloped reserves may take longer and may require higher levels of capital expenditures than we currently anticipate. Therefore, our estimated proved undeveloped reserves may not be ultimately developed or produced.

At March 31, 2014, approximately 48% of our total estimated proved reserves were classified as proved undeveloped. Our approximately 53 Bcfe of estimated proved undeveloped reserves will require an estimated $82.2 million of development capital over the next 5 years. Development of these undeveloped reserves may take longer and require higher levels of capital expenditures than we currently anticipate. Delays in the development of our reserves, increases in costs to drill and develop such reserves, or decreases in commodity prices will reduce the PV-10 value of our estimated proved undeveloped reserves and future net revenues estimated for such reserves and may result in some projects becoming uneconomic. In addition, delays in the development of reserves could cause us to have to reclassify our proved undeveloped reserves as unproved reserves.

If commodity prices decrease to a level such that our future undiscounted cash flows from our properties are less than their carrying value for a significant period of time, we will be required to take write-downs of the carrying values of our properties.

Accounting rules require that we periodically review the carrying value of our properties for possible impairment. Based on specific market factors and circumstances at the time of prospective impairment reviews, and the continuing evaluation of development plans, production data, economics and other factors, we may be required to write down the carrying value of our properties. A write-down constitutes a non-cash charge to earnings. We may incur impairment charges in the future, which could have a material adverse effect on our results of operations for the periods in which such charges are taken.

Unless we replace our reserves with new reserves and develop those reserves, our reserves and production will decline, which would adversely affect our future cash flows and results of operations.

Producing oil and natural gas reservoirs generally are characterized by declining production rates that vary depending upon reservoir characteristics and other factors. Unless we successfully conduct ongoing development and exploration activities or continually acquire properties containing proved reserves, our proved reserves will decline as those reserves are produced. Our future oil and natural gas reserves and production, and therefore our future cash flow and results of operations, are highly dependent on our success in efficiently developing and exploiting our current reserves and economically finding or acquiring additional recoverable reserves. We may not be able to develop, find or acquire sufficient additional reserves to replace our current and future production. If we are unable to replace our current and future production, the value of our reserves will decrease, and our business, financial condition and results of operations would be adversely affected.

Conservation measures and technological advances could reduce demand for oil and natural gas.

Fuel conservation measures, alternative fuel requirements, increasing consumer demand for alternatives to oil and natural gas, technological advances in fuel economy and energy generation devices could reduce demand for oil and natural gas. The impact of the changing demand for oil and gas services and products may have a material adverse effect on our business, financial condition, results of operations and cash flows.

Our derivative activities could result in financial losses or could reduce our earnings.

To achieve more predictable cash flows and reduce our exposure to adverse fluctuations in the prices of natural gas and oil, we may enter into derivative instrument contracts for a significant portion of our natural gas,

NGLs and oil production, including fixed-price swaps. As of March 31, 2014, we had entered into swap contracts through December 31, 2015 covering a total of approximately 13.4 Bcf of our projected natural gas production at a weighted average price of $4.13 per Mcf. In addition, we entered into natural gas put spread contracts through December 31, 2014 covering approximately 4.3 Bcf of our projected natural gas production with strike prices of $4.50 per Mcf for the purchased put and $4.00 per Mcf for the sold put. Accordingly, our earnings may fluctuate significantly as a result of changes in fair value of our derivative instruments.

Derivative instruments also expose us to the risk of financial loss in some circumstances, including when:

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production is less than the volume covered by the derivative instruments;

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the counterparty to the derivative instrument defaults on its contractual obligations;

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there is an increase in the differential between the underlying price in the derivative instrument and actual prices received; or

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there are issues with regard to legal enforceability of such instruments.

The use of derivatives may, in some cases, require the posting of cash collateral with counterparties. If we enter into derivative instruments that require cash collateral and commodity prices or interest rates change in a manner adverse to us, our cash otherwise available for use in our operations would be reduced which could limit our ability to make future capital expenditures and make payments on our indebtedness, and which could also limit the size of our borrowing base. Future collateral requirements will depend on arrangements with our counterparties, highly volatile oil and natural gas prices and interest rates.

Our hedging transactions expose us to risk of financial loss if a counterparty fails to perform under a derivative contract. Disruptions in the financial markets could lead to sudden decreases in a counterparty’s liquidity, which could make them unable to perform under the terms of the derivative contract and we may not be able to realize the benefit of the derivative contract. Any default by the counterparty to these derivative contracts when they become due would have a material adverse effect on our financial condition and results of operations.

In addition, derivative arrangements could limit the benefit we would receive from increases in the prices for natural gas, which could also have an adverse effect on our financial condition.

The inability of our significant customers to meet their obligations to us may adversely affect our financial results.

In addition to credit risk related to receivables from commodity derivative contracts, our principal exposures to credit risk are through joint interest receivables ($9.5 million at March 31, 2014) and the sale of our natural gas and oil production ($20.9 million in receivables at March 31, 2014). Joint interest receivables arise from billing entities who own partial interest in the wells we operate. These entities participate in our wells primarily based on their ownership in leased properties on which we wish to drill. We can do very little to choose who participates in our wells. We are also subject to credit risk due to concentration of our natural gas receivables with two natural gas marketing companies. The largest purchaser of our operated natural gas and oil during the three months ended March 31, 2014 purchased approximately 40% of our operated production. We do not require our customers to post collateral. The inability or failure of our significant customers to meet their obligations to us or their insolvency or liquidation may adversely affect our financial results.

Our operations are subject to governmental laws and regulations, which may expose us to significant costs and liabilities that could exceed current expectations.

Our operations are subject to various federal, state and local governmental regulations. Matters subject to regulation include wastewater disposal, the spacing of wells, unitization and pooling of properties and taxation. In addition, the production, handling, storage, transportation, remediation, emission and disposal of oil and

natural gas, by-products thereof and other substances and materials produced or used in connection with oil and natural gas operations are subject to regulation under federal, state and local laws and regulations, primarily relating to protection of human health and the environment. Failure to comply with these laws, regulations and permits may result in the assessment of administrative, civil and criminal penalties, the imposition of remedial obligations, the imposition of stricter conditions on or revocation of permits, the issuance of injunctions limiting or preventing some or all of our operations, delays in granting permits and cancellation of leases. Moreover, these laws and regulations have continually imposed increasingly strict requirements for water and air pollution control and solid waste management. Significant expenditures may be required to comply with governmental laws and regulations applicable to us. We believe the trend of more expansive and stricter environmental legislation and regulations will continue for the foreseeable future. Please read “Business—Regulation of the Oil and Natural Gas Industry” and “Business—Regulation of Environmental and Occupational Safety and Health Matters” for a description of the laws and regulations that affect us.

We make assumptions and develop expectations about possible expenditures based on current laws and regulations and current interpretations of those laws and regulations. If the interpretation of laws or regulations, or the laws and regulations themselves, change, our assumptions may change, new capital costs may be incurred to comply with such changes. In addition, new laws and regulations might adversely affect our operations and activities, including drilling, processing, storage and transportation, as well as waste management and air emissions.

Our operations may be exposed to significant delays, costs and liabilities as a result of environmental, health and safety requirements applicable to our business activities.

There is inherent risk of the incurrence of environmental costs and liabilities in our business, some of which may be material, due to the handling of our products as they are gathered, transported, processed and stored, air emissions related to our operations, historical industry operations, and water and waste disposal practices. Joint and several strict liability may be incurred without regard to fault under some environmental laws and regulations, including the Comprehensive Environmental Response, Compensation, and Liability Act, Resource Conservation and Recovery Act and analogous state laws, for the remediation of contaminated areas and in connection with spills or releases of natural gas, oil and wastes on, under, or from our properties and facilities. Private parties may have the right to pursue legal actions to enforce compliance as well as to seek damages for non-compliance with environmental laws and regulations or for personal injury or property damage arising from our operations. Some sites at which we operate may be located near current or former third party oil and natural gas operations or facilities, and there is a risk that contamination has migrated from those sites to ours. In addition, increasingly strict laws, regulations and enforcement policies could materially increase our compliance costs and the cost of any remediation that may become necessary. Our insurance may not cover all environmental risks and costs or may not provide sufficient coverage if an environmental claim is made against us.

We may be held responsible for all liabilities associated with the environmental condition of our facilities and assets, whether acquired or developed, regardless of when the liabilities arose and whether they are known or unknown. In connection with acquisitions and divestitures, we could acquire, or be required to provide indemnification against, environmental liabilities that could expose us to material losses, which may not be covered by insurance. In addition, the steps we could be required to take to bring facilities into compliance could be prohibitively expensive, and we might be required to shut down, divest or alter the operation of those facilities, which might cause us to incur losses.

Oil and natural gas producers’ operations, especially those using hydraulic fracturing, are substantially dependent on the availability of water and disposal options. Restrictions on the ability to obtain water or dispose of wastewater may impact our operations.

Water is an essential component of oil and natural gas production during the drilling, and in particular, hydraulic fracturing, process. Our inability to locate sufficient amounts of water, or dispose of or recycle water used in our exploration and production operations, could adversely impact our operations.

Moreover, the imposition of new environmental initiatives and regulations could include restrictions on our ability to conduct certain operations such as hydraulic fracturing or disposal of waste, including, but not limited to, produced water, drilling fluids and other wastes associated with the exploration, development or production of natural gas. The Clean Water Act, or the CWA, imposes restrictions and strict controls regarding the discharge of produced waters and other natural gas and oil waste into navigable waters. Permits must be obtained to discharge pollutants to waters and to conduct construction activities in waters and wetlands. The CWA and similar state laws provide for civil, criminal and administrative penalties for any unauthorized discharges of pollutants and unauthorized discharges of reportable quantities of oil and other hazardous substances. State and federal discharge regulations prohibit the discharge of produced water and sand, drilling fluids, drill cuttings and certain other substances related to the natural gas and oil industry into coastal waters. The EPA has also adopted regulations requiring certain natural gas and oil exploration and production facilities to obtain permits for storm water discharges. Compliance with current and future environmental regulations and permit requirements governing the withdrawal, storage and use of surface water or groundwater necessary for hydraulic fracturing of wells may increase our operating costs and cause delays, interruptions or termination of our operations, the extent of which cannot be predicted.

We are subject to risks associated with climate change.

In recent years, federal, state and local governments have taken steps to reduce emissions of greenhouse gases, or GHGs. The EPA has finalized a series of GHG monitoring, reporting and emissions control rules for oil and natural gas industry, and the U.S. Congress has, from time to time, considered adopting legislation to reduce emissions. Almost one-half of the states have already taken measures to reduce emissions of GHGs primarily through the development of GHG emission inventories and/or regional GHG cap-and-trade programs. While we are subject to certain federal GHG monitoring and reporting requirements, our operations currently are not adversely impacted by existing federal, state and local climate change initiatives.

The costs that may be associated with the impacts of climate change and the regulation of GHGs have the potential to affect our business in many ways, including negatively impacting the costs we incur in providing our products and services, and the demand for and consumption of our products and services (due to changes in both costs and weather patterns). If we are unable to recover or pass through a significant level of our costs related to complying with climate change regulatory requirements imposed on us, it could have a material adverse effect on our results of operations and financial condition. To the extent financial markets view climate change and GHG emissions as a financial risk, this could negatively impact our cost of and access to capital. At this time, however, it is not possible to estimate how future laws or regulations or climatic changes may impact our business.

We may incur substantial losses and be subject to substantial liability claims as a result of our operations. Additionally, we may not be insured for, or our insurance may be inadequate to protect us against, these risks.

Our oil and natural gas exploration and production activities are subject to all of the operating risks associated with drilling for and producing oil and natural gas, including the possibility of:

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environmental hazards, such as uncontrollable releases of oil, natural gas, brine, well fluids, toxic gas or other pollution into the environment, including groundwater, air and shoreline or river contamination;

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abnormally pressured formations;

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mechanical difficulties, such as stuck oilfield drilling and service tools and casing collapse;

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fires, explosions and ruptures of pipelines or processing facilities;

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personal injuries and death;

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natural disasters; and

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terrorist (including eco-terrorist) attacks targeting natural gas and oil related facilities and infrastructure.

Any of these risks could adversely affect our ability to conduct operations or result in substantial loss to us as a result of claims for:

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injury or loss of life;

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damage to and destruction of property, natural resources and equipment;

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pollution and other environmental damage;

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regulatory investigations and penalties;

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suspension of our operations; and

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repair and remediation costs.

In accordance with what we believe to be customary industry practice, we maintain insurance against some, but not all, of our business risks. Our insurance may not be adequate to cover any or all of the losses or liabilities we may suffer. Also, insurance may no longer be available to us or, if it is, its availability may be at premium levels that do not justify its purchase. The occurrence of a significant uninsured claim, a claim in excess of the insurance coverage limits maintained by us or a claim at a time when we are not able to obtain liability insurance could have a material adverse effect on our ability to conduct normal business operations and on our financial condition, results of operations or cash flows. In addition, we may not be able to secure additional insurance or bonding that might be required by new governmental regulations. This may cause us to restrict our operations, which might severely impact our financial condition. We may also be liable for environmental damage caused by previous owners of properties purchased by us, which liabilities may not be covered by insurance.

Since hydraulic fracturing activities are a large part of our operations, they are covered by our insurance against claims made for bodily injury, property damage and clean-up costs stemming from a sudden and accidental pollution event. However, we may not have coverage if we are unaware of the pollution event and unable to report the “occurrence” to our insurance company within the time frame required under our insurance policy. We have no coverage for gradual, long-term pollution events. In addition, these policies do not provide coverage for all liabilities, and we cannot assure you that the insurance coverage will be adequate to cover claims that may arise, or that we will be able to maintain adequate insurance at rates we consider reasonable. A loss not fully covered by insurance could have a material adverse effect on our financial condition, results of operations and cash flows.

We may be unable to make attractive acquisitions or successfully integrate acquired businesses, and any inability to do so may disrupt our business and hinder our ability to grow.

We have made asset and business acquisitions in the past and we may continue to make acquisitions of assets or businesses in the future that complement or expand our current business. We may not be able to identify attractive acquisition opportunities. Even if we do identify attractive acquisition opportunities, we may not be able to complete the acquisition or do so on commercially acceptable terms.

The success of any completed acquisition depends on our ability to integrate the acquired business effectively into our existing operations. The process of integrating acquired businesses may involve difficulties that require a disproportionate amount of our managerial and financial resources to resolve. For example, we recently acquired Oxford in June 2013, and following the completion of the acquisition, we have dedicated significant managerial and financial resources to update the informal and incomplete legal, financial, accounting and business records previously in place at Oxford to substantiate transactions undertaken by Oxford prior to the acquisition. In addition, we have expended significant resources, including the time and attention of our management, on integrating Oxford’s pre-existing operations, personnel and assets into our business plan.

In addition, possible future acquisitions may be larger and for purchase prices significantly higher than those paid for earlier acquisitions. No assurance can be given that we will be able to identify additional suitable

acquisition opportunities, negotiate acceptable terms, obtain financing for acquisitions on acceptable terms or successfully acquire identified targets. Our failure to achieve consolidation savings, to integrate successfully the acquired businesses and assets into our existing operations or to minimize any unforeseen operational difficulties could have a material adverse effect on our financial condition and results of operations.

In addition, our revolving credit facility and the indenture governing our senior unsecured notes impose certain limitations on our ability to enter into mergers or combination transactions and to make investments. Our revolving credit facility and the indenture governing our senior unsecured notes also limit our ability to incur certain indebtedness and liens, which could limit our ability to engage in acquisitions of businesses.

We may be subject to risks in connection with acquisitions of properties.

We have historically acquired assets and businesses that we feel complement our assets and business and may continue to do so in the future. The successful acquisition of producing properties requires an assessment of several factors, including:

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recoverable reserves;

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future natural gas, NGLs or oil prices and their applicable differentials;

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operating costs; and

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potential environmental and other liabilities.

The accuracy of these assessments is inherently uncertain. In connection with these assessments, we perform a review of the subject properties that we believe to be generally consistent with industry practices. Our review will not reveal all existing or potential problems nor will it permit us to become sufficiently familiar with the properties to fully assess their deficiencies and capabilities. Inspections may not always be performed on every well, and environmental problems, such as groundwater contamination, are not necessarily observable even when an inspection is undertaken. Even when problems are identified, the seller may be unwilling or unable to provide effective contractual protection against all or part of the problems. We often are not entitled to contractual indemnification for environmental liabilities and acquire properties on an “as is” basis.

Market conditions or operational impediments may hinder our access to natural gas, NGLs or oil markets or delay our production.

Market conditions or the unavailability of satisfactory natural gas, NGLs or oil transportation arrangements may hinder our access to markets or delay our production. The availability of a ready market for our production depends on a number of factors, including the demand for and supply of natural gas, NGLs or oil and the proximity of reserves to pipelines and terminal facilities. Our ability to market our production depends in substantial part on the availability and capacity of gathering systems, pipelines and processing facilities owned and operated by third parties. Because many of our operations are in an emerging play, much of this infrastructure is currently being built or is yet to be built, and we cannot assure you that it will be built on time or at all. Our failure to obtain such services on acceptable terms and concurrent with the completion of our wells could materially harm our business. We may be required to shut in wells due to lack of a market or inadequacy or unavailability of natural gas, NGLs or oil pipeline or gathering system capacity. In addition, if quality specifications for the third party pipelines with which we connect change so as to restrict our ability to transport product, our access to markets could be impeded. If our production becomes shut in for any of these or other reasons, we would be unable to realize revenue from those wells until other arrangements were made to deliver the products to market.

The unavailability or high cost of additional drilling rigs, equipment, supplies, personnel and oilfield services could adversely affect our ability to execute our exploration and development plans within our budget and on a timely basis.

The demand for qualified and experienced field personnel to drill wells and conduct field operations, geologists, geophysicists, engineers and other professionals in the oil and natural gas industry can fluctuate significantly, often in correlation with natural gas and oil prices, causing periodic shortages. Some of the rigs performing work for us do so on a well-by-well basis and can refuse to provide such services at the conclusion of drilling on the current well. Historically, there have been shortages of drilling and workover rigs, pipe and other equipment as demand for rigs and equipment has increased along with the number of wells being drilled. We cannot predict whether these conditions will exist in the future and, if so, what their timing and duration will be. Such shortages could delay or cause us to incur significant expenditures that are not provided for in our capital budget, which could have a material adverse effect on our business, financial condition or results of operations.

Competition in the oil and natural gas industry is intense, making it more difficult for us to acquire properties, market natural gas, NGLs and oil and secure trained personnel.

Our ability to acquire additional prospects and to find and develop reserves in the future will depend on our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment for acquiring properties, marketing natural gas, NGLs and oil and securing trained personnel. Also, there is substantial competition for capital available for investment in the oil and natural gas industry. Many of our competitors possess and employ financial, technical and personnel resources substantially greater than ours. Those companies may be able to pay more for productive natural gas and oil properties and exploratory prospects and to evaluate, bid for and purchase a greater number of properties and prospects than our financial or personnel resources permit. In addition, other companies may be able to offer better compensation packages to attract and retain qualified personnel than we are able to offer. The cost to attract and retain qualified personnel has increased over the past three years due to competition and may increase substantially in the future. We may not be able to compete successfully in the future in acquiring prospective reserves, developing reserves, marketing hydrocarbons, attracting and retaining quality personnel and raising additional capital, which could have a material adverse effect on our business.

The past success of our senior management with developing public natural gas and oil enterprises, and the expertise of our senior management in the acquisition, exploration and development of unconventional natural gas and oil properties does not guarantee our success or profitability.

As described in this prospectus, most of our executive officers and other key personnel, including our Chairman, President and Chief Executive Officer, Benjamin W. Hulburt, our Executive Vice President and Chief Operating Officer, Thomas S. Libertore, and our Executive Vice President, Secretary and General Counsel, Christopher K. Hulburt, have substantial past experience in the acquisition, exploration and development of unconventional natural gas and oil properties, including experience at Rex Energy, Cabot Oil & Gas, Chesapeake Energy and Stone Energy. See “Management.” However, the past experience and success of our executive officers and other key personnel with respect to previous endeavors in the natural gas and oil industry is not a guarantee of our future success or profitability.

The loss of senior management or technical personnel could adversely affect operations.

We depend on the services of our senior management and technical personnel. We do not maintain, nor do we plan to obtain, any insurance against the loss of any of these individuals. The loss of the services of our senior management or technical personnel, including Benjamin W. Hulburt, our Chairman, President and Chief Executive Officer, Matthew R. DeNezza, our Executive Vice President and Chief Financial Officer, Thomas Liberatore, our Executive Vice President and Chief Operating Officer, and Christopher K. Hulburt, our Executive Vice President, Secretary and General Counsel, could have a material adverse effect on our business, financial condition and results of operations.

We are susceptible to the potential difficulties associated with rapid growth and expansion.

We have grown rapidly since our inception in January 2011, including through the acquisition of Oxford in 2013. Our management believes that our future success depends on our ability to manage the rapid growth that we have experienced and the demands from increased responsibility on management personnel. The following factors could present difficulties:

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increased responsibilities for our executive level personnel;

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increased administrative burden;

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increased capital requirements; and

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increased organizational challenges common to large, expansive operations.

Our operating results could be adversely affected if we do not successfully manage these potential difficulties.

Seasonal weather conditions and regulations intended to protect certain species of wildlife may adversely affect our ability to conduct drilling activities in the areas where we operate.

Natural gas and oil operations in our operating areas can be adversely affected by seasonal weather conditions and regulations designed to protect certain species of wildlife. For example, we must comply with state and federal regulations aimed at protecting the Indiana bat (Myotis soldalis), which has been listed as an endangered species by both federal and state law, and those regulations restrict or increase the cost of our operations by, among other things, limiting our ability to clear trees to establish rights of way or pad locations on some of our acreage during certain periods of the year. See “Business—Regulation of Environmental and Occupational Safety and Health Matters—Endangered Species Act and Migratory Bird Treaty Act.” Adverse seasonal weather conditions and wildlife regulations may limit our ability to operate in those areas and can intensify competition during those months for drilling rigs, oilfield equipment, services, supplies and qualified personnel, which may lead to periodic shortages. These constraints and the resulting shortages or high costs could delay our operations and materially increase our operating and capital costs. In addition, the designation of previously unprotected species in areas where we operate as threatened or endangered could cause us to incur increased costs arising from species protection measures or could result in limitations on our exploration, development and production activities.

Acts of terrorism (including eco-terrorism) could have a material adverse effect on our financial condition, results of operations and cash flows.

Our assets and operations, and the assets and operations of our providers of gas gathering, processing, transportation and fractionation services, may be targets of terrorist activities (including eco-terrorist activities) that could disrupt our business or cause significant harm to our operations, such as full or partial disruption to our ability to produce, process, transport, market or distribute natural gas, NGLs and oil. Acts of terrorism, as well as events occurring in response to or in connection with acts of terrorism, could cause environmental and other repercussions that could result in a significant decrease in revenues or significant reconstruction or remediation costs, which could have a material adverse effect on our financial condition, results of operations and cash flows. In addition, acts of terrorism, and the threat of such acts, could result in volatility in the prices for natural gas, NGLs and oil and could affect the markets for such commodities.

Increases in interest rates could adversely affect our business.

Our business and operating results can be harmed by factors such as the availability, terms of and cost of capital and increases in interest rates. These changes could cause our cost of doing business to increase, limit our ability to pursue acquisition opportunities, reduce cash flow used for drilling and place us at a competitive disadvantage. Recent and continuing disruptions and volatility in the global financial markets may lead to a

contraction in credit availability impacting our ability to finance our operations. We require continued access to capital. A significant reduction in cash flows from operations or the availability of credit could materially adversely affect our ability to achieve our planned growth and operating results.

The enactment of derivatives legislation, and the promulgation of regulations pursuant thereto, could have an adverse effect on our ability to use derivative instruments to hedge risks associated with our business.

The Dodd–Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act, was enacted on July 21, 2010 and establishes federal oversight and regulation of the over-the-counter derivatives market and entities, such as us, that participate in that market. The Dodd-Frank Act requires the Commodities Futures Trading Commission, or the CFTC, and the SEC to promulgate rules and regulations implementing the Dodd-Frank Act. Although the CFTC has finalized some regulations, including critical rulemakings on the definition of “swap,” “swap dealer,” and “major swap participant,” others remain to be finalized and it is not possible at this time to predict when this will be accomplished.

The Dodd-Frank Act authorized the CFTC to establish rules and regulations setting position limits for certain futures and option contracts in the major energy markets and for swaps that are their economic equivalents. The CFTC’s initial position limits rules were vacated by the U.S. District Court for the District of Columbia in September 2012. However, on November 5, 2013, the CFTC proposed new rules that would place limits on positions in certain core futures and equivalent swaps contracts for or linked to certain physical commodities, subject to exceptions for certain bona fide hedging transactions. As these new position limit rules are not yet final, the impact of those provisions on us is uncertain at this time.

The CFTC has designated certain interest rate swaps and credit default swaps for mandatory clearing. The CFTC has not yet proposed rules designating any other classes of swaps, including physical commodity swaps, for mandatory clearing. Although we expect to qualify for the end-user exception from the mandatory clearing and trade execution requirements for swaps entered to hedge its commercial risks, the application of the mandatory clearing and trade execution requirements to other market participants, such as swap dealers, may change the cost and availability of the swaps that we use for hedging. In addition, for uncleared swaps, the CFTC or federal banking regulators may require end-users to enter into credit support documentation and/or post initial and variation margin. Posting of collateral could impact liquidity and reduce our cash available for capital expenditures, therefore reducing our ability to execute hedges to reduce risk and protect cash flows. The proposed margin rules are not yet final, and therefore the impact of those provisions to us is uncertain at this time.

The Dodd-Frank Act and regulations may also require the counterparties to our derivative instruments to spin off some of their derivatives activities to separate entities, which may not be as creditworthy as the current counterparties. The Dodd-Frank Act and regulations could significantly increase the cost of derivative contracts, materially alter the terms of derivative contracts, reduce the availability of derivatives to protect against risks we encounter, and reduce our ability to monetize or restructure our existing derivative contracts. If we reduce our use of derivatives as a result of the Dodd-Frank Act and regulations, our results of operations may become more volatile and our cash flows may be less predictable, which could adversely affect our ability to plan for and fund capital expenditures.

Finally, the Dodd-Frank Act was intended, in part, to reduce the volatility of oil and natural gas prices, which some legislators attributed to speculative trading in derivatives and commodity instruments related to oil and natural gas. Our revenues could therefore be adversely affected if a consequence of the Dodd-Frank Act and regulations is lower commodity prices.

Any of these consequences could have a material adverse effect on us, our financial condition or our results of operations.

Proposed changes to U.S. and state tax laws, if adopted, could have an adverse effect on our business, financial condition, results of operations and cash flows.

The U.S. President’s Fiscal Year 2014 Revenue Proposals include provisions that would, if enacted, make significant changes to U.S. tax laws, and legislation has been introduced recently in Congress that would implement some of these proposals. These changes include, but are not limited to, eliminating the immediate deduction for intangible drilling and development costs, eliminating the deduction from income for domestic production activities relating to oil and natural gas exploration and development, repealing the percentage depletion allowance for oil and natural gas properties and extending the amortization period for certain geological and geophysical expenditures. These proposed changes in the U.S. tax laws, if adopted, or other similar changes that reduce or eliminate deductions currently available with respect to oil and natural gas exploration and development, could adversely affect our business, financial condition, results of operations and cash flows.

In February 2013, the governor of the State of Ohio proposed a plan to enact new severance taxes in fiscal 2014 and 2015. However, the Ohio State Senate did not include a severance tax increase in the version of the budget bill that it passed on June 7, 2013. On May 14, 2014, the Ohio House of Representatives passed a measure (H.B.375) that imposes a tax of 2.5% on the gross receipts received for oil and gas severed from a horizontal well on or after October 1, 2014. This measure replaces the existing tax based on volume. Legislative proposals in the State of Ohio to increase severance taxes on production from horizontally drilled wells could increase our future production tax rates, if such legislation is enacted.

Risks Related to the Offering and Our Common Stock

We expect to be a “controlled company” within the meaning of the NYSE rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

Upon completion of this offering, Eclipse Holdings, which is owned by the EnCap Funds, the Management Funds and Management Holdco, will beneficially control a majority of our common stock. In connection with the completion of this offering, we will enter into a stockholders’ agreement with Eclipse Holdings and its limited partners, the EnCap Funds, the Management Funds and Management Holdco, pursuant to which such stockholders will be provided with certain rights relative to designated director nominees and will agree to vote their shares of common stock in accordance with the stockholders’ agreement, including as it relates to the election of directors. For additional information regarding the stockholders’ agreement, please read “Certain Relationships and Related Party Transactions—Stockholders Agreement.” As a result, we expect to be a controlled company within the meaning of the NYSE corporate governance standards. Under the NYSE rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a controlled company and may elect not to comply with certain NYSE corporate governance requirements, including the requirements that:

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a majority of our board of directors consist of independent directors;

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we have a nominating and governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

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we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

Following this offering, we intend to utilize the exemptions relating to the nominating and governance committee and compensation committee requirements, and we may utilize any of these exemptions for so long as we are a controlled company. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE. See “Management.”

Eclipse Holdings, which is owned by the EnCap Funds, the Management Funds and Management Holdco, will hold a substantial majority of our common stock.

Immediately following the completion of this offering, Eclipse Holdings, which is owned by the EnCap Funds, the Management Funds and Management Holdco, will hold approximately % of the outstanding shares of our common stock (assuming the underwriters’ option to purchase additional shares from the selling stockholders is not exercised). Eclipse Holdings is entitled to act separately in its own interest with respect to its shares of our common stock, and Eclipse Holdings will have the voting power to elect all of the members of our board of directors and thereby control our management and affairs. In addition, Eclipse Holdings will be able to determine the outcome of all matters requiring stockholder approval, including mergers and other material transactions, and will be able to cause or prevent a change in the composition of our board of directors or a change in control of our company that could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company. The existence of a significant stockholder may also have the effect of deterring hostile takeovers, delaying or preventing changes in control or changes in management, or limiting the ability of our other stockholders to approve transactions that they may deem to be in the best interests of our company.

So long as Eclipse Holdings continues to control a significant amount of our common stock, Eclipse Holdings and its limited partners will continue to be able to strongly influence all matters requiring stockholder approval, regardless of whether or not other stockholders believe that a potential transaction is in their own best interests. In any of these matters, the interests of Eclipse Holdings and its limited partners may differ or conflict with the interests of our other stockholders. Moreover, this concentration of stock ownership may also adversely affect the trading price of our common stock to the extent investors perceive a disadvantage in owning stock of a company with a controlling stockholder.

The stockholders’ agreement we expect to enter into in connection with the completion of this offering will permit our principal stockholders to designate a majority of the members of our board of directors.

In connection with the completion of this offering, we will enter into a stockholders agreement with Eclipse Holdings and its limited partners, the EnCap Funds, the Management Funds and Management Holdco, which we refer to as our principal stockholders, pursuant to which such stockholders will be provided with certain rights relative to designated director nominees and will agree to vote their shares of common stock in accordance with the stockholders agreement, including as it relates to the election of directors. See “Certain Relationships and Related Party Transactions—Stockholders Agreement.” Certain members of our management control or have other relationships with our principal stockholders. See “Principal and Selling Stockholders.”

Conflicts of interest could arise in the future between us, on the one hand, and EnCap and its affiliates, including its portfolio companies, on the other hand, concerning, among other things, potential competitive business activities or business opportunities.

EnCap is a leading provider of private equity to the independent sector of the U.S. oil and gas industry and manages investment funds with ownership interests in Eclipse Holdings. EnCap and its affiliates may, from time to time, acquire interests in businesses that directly or indirectly compete with our business, as well as businesses that are significant existing or potential customers. EnCap and its affiliates may acquire or seek to acquire assets that we seek to acquire, and as a result, those acquisition opportunities may not be available to us or may be more expensive for us to pursue. Moreover, EnCap has an interest in Caiman Energy II, LLC, which owns a significant interest in Blue Racer, a provider of firm gathering, processing and fractionation capacity for our operated acreage in the Rich Gas, Condensate and Rich Condensate Windows of the Utica Core Area. See “Business—Midstream Agreements.” As a result, EnCap’s interests with respect to matters arising in connection with our arrangements with Blue Racer may not align with our interests. Any actual or perceived conflicts of interest with respect to the foregoing could have an adverse impact on the trading price of our common stock.

The requirements of being a public company, including compliance with the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the requirements of the Sarbanes–Oxley Act of 2002 (the “Sarbanes–Oxley Act”), may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

As a public company, we will need to comply with new laws, regulations and requirements, certain corporate governance provisions of the Sarbanes–Oxley Act, related regulations of the SEC and the requirements of the NYSE, with which we are not required to comply as a private company. Complying with these statutes, regulations and requirements will occupy a significant amount of time of our board of directors and management and will significantly increase our costs and expenses. We will need to:

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institute a more comprehensive compliance function;

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comply with rules promulgated by the NYSE;

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continue to prepare and distribute periodic public reports in compliance with our obligations under the federal securities laws;

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establish new internal policies, such as those relating to insider trading; and

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involve and retain to a greater degree outside counsel and accountants in the above activities.

We are not currently required to comply with the SEC’s rules implementing Section 404 of the Sarbanes–Oxley Act, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a publicly traded company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes–Oxley Act, which will require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting. Though we will be required to disclose material changes made to our internal controls and procedures on a quarterly basis, we will not be required to make our first annual assessment of our internal control over financial reporting pursuant to Section 404 until the year following our first annual report required to be filed with the SEC. To comply with the requirements of being a publicly traded company, we will need to implement additional internal controls, reporting systems and procedures and hire additional accounting and finance staff. Furthermore, while we generally must comply with Section 404 of the Sarbanes–Oxley Act for our fiscal year ending December 31, 2014, we are not required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until our first annual report subsequent to our ceasing to be an “emerging growth company” within the meaning of Section 2(a)(19) of the Securities Act. Accordingly, we may not be required to have our independent registered public accounting firm attest to the effectiveness of our internal controls until our annual report for the fiscal year ending December 31, 2019. Once it is required to do so, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed, or operating. Compliance with these requirements may strain our resources, increase our costs and distract management, and we may be unable to comply with these requirements in a timely or cost-effective manner.

Effective internal controls are necessary for us to provide reliable financial reports, prevent fraud and operate successfully as a public company. If we cannot provide reliable financial reports or prevent fraud, our reputation and operating results would be harmed. We cannot be certain that our efforts to develop and maintain our internal controls will be successful, that we will be able to maintain adequate controls over our financial processes and reporting in the future or that we will be able to comply with our obligations under Section 404 of the Sarbanes-Oxley Act. Any failure to develop or maintain effective internal controls, or difficulties encountered in implementing or improving our internal controls, could harm our operating results or cause us to fail to meet our reporting obligations. Ineffective internal controls could also cause investors to lose confidence in our reported financial information, which would likely have a negative effect on the trading price of our shares of common stock.

In addition, we expect that being a public company subject to these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

The initial public offering price of our common stock may not be indicative of the market price of our common stock after this offering. In addition, an active, liquid and orderly trading market for our common stock may not develop or be maintained, and our stock price may be volatile.

Prior to this offering, our securities were not traded on any market. An active, liquid and orderly trading market for our common stock may not develop or be maintained after this offering. Active, liquid and orderly trading markets usually result in less price volatility and more efficiency in carrying out investors’ purchase and sale orders. If an active, liquid and orderly trading market does not develop, you may have difficulty selling any of our common stock that you buy. The market price of our common stock could vary significantly as a result of a number of factors, some of which are beyond our control. In the event of a drop in the market price of our common stock, you could lose a substantial part or all of your investment in our common stock. The initial public offering price will be negotiated between us, the selling stockholders and representatives of the underwriters, based on numerous factors that we discuss in “Underwriting,” and may not be indicative of the market price of our common stock after this offering. Consequently, you may not be able to sell shares of our common stock at prices equal to or greater than the price paid by you in this offering, or at all.

The following factors could affect our stock price:

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our operating and financial performance and drilling locations, including reserve estimates;

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quarterly variations in the rate of growth of our financial indicators, such as net income per share, net income and revenues;

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the public reaction to our press releases, our other public announcements and our filings with the SEC;

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strategic actions by our competitors;

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our failure to meet revenue, reserves or earnings estimates by research analysts or other investors;

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changes in revenue or earnings estimates, or changes in recommendations or withdrawal of research coverage, by equity research analysts;

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speculation in the press or investment community;

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the failure of research analysts to cover our common stock;

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sales of our common stock by us, the selling stockholders or other stockholders, or the perception that such sales may occur;

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changes in accounting principles, policies, guidance, interpretations or standards;

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additions or departures of key management personnel;

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actions by our stockholders;

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general market conditions, including fluctuations in commodity prices;

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domestic and international economic, legal and regulatory factors unrelated to our performance; and

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the realization of any risks describes under this “Risk Factors” section.

The stock markets in general have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the trading

price of our common stock. Securities class action litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and harm our business, operating results and financial condition.

Our amended and restated certificate of incorporation and amended and restated bylaws, as well as Delaware law, contain provisions that could discourage acquisition bids or merger proposals, which may adversely affect the market price of our common stock.

Our amended and restated certificate of incorporation authorizes our board of directors to issue preferred stock without stockholder approval. If our board of directors elects to issue preferred stock, it could be more difficult for a third party to acquire us. In addition, some provisions of our amended and restated certificate of incorporation and amended and restated bylaws could make it more difficult for a third party to acquire control of us, even if the change of control would be beneficial to our stockholders, including:

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a classified board of directors, so that only approximately one-third of our directors are elected each year;

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limitations on the removal of directors;

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limitations on the ability of our stockholders to call special meetings;

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providing that the board of directors is expressly authorized to adopt, or to alter or repeal our amended and restated bylaws; and

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establishing advance notice and information requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.

See “Description of Capital Stock—Anti-Takeover Effects of Provisions of Our Amended and Restated Certificate of Incorporation, Our Amended and Restated Bylaws and Delaware Law.”

Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

Our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim against us governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of our common stock shall be deemed to have notice of and consented to the provisions of our amended and restated certificate of incorporation described above. This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find these provisions of our amended and restated certificate of incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition or results of operations.

Investors in this offering will experience immediate and substantial dilution of $ per share.

Based on an assumed initial public offering price of $ per share (the midpoint of the range set forth on the cover of this prospectus), purchasers of our common stock in this offering will experience an immediate and substantial dilution of $ per share in the net tangible book value per share of common stock from the

initial public offering price, and our net tangible book value as of March 31, 2014 on a pro forma basis would have been $ per share. This dilution is due in large part to earlier investors having paid substantially less than the initial public offering price when they purchased their shares. See “Dilution.”

We may invest or spend our net proceeds from this offering in ways with which you may not agree or in ways which may not yield a return.

Our net proceeds from this offering are expected to be used to repay our borrowings under our revolving credit facility and fund our exploration and development program and other capital expenditures. Our management will have considerable discretion in the application of our net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used appropriately. Until our net proceeds are used, they may be placed in investments that do not produce significant income or that may lose value.

We do not intend to pay cash dividends on our common stock, and our revolving credit facility and the indenture governing our senior unsecured notes place certain restrictions on our ability to do so. Consequently, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.

We do not plan to declare cash dividends on shares of our common stock in the foreseeable future. Additionally, our revolving credit facility and the indenture governing our senior unsecured notes place certain restrictions on our ability to pay cash dividends. Consequently, your only opportunity to achieve a return on your investment in us will be if you sell your common stock at a price greater than you paid for it. There is no guarantee that the price of our common stock will ever exceed the price that you pay in this offering.

Future sales of our common stock could reduce our stock price, and any additional capital raised by us through the sale of equity or convertible securities may dilute your ownership in us.

We may sell additional shares of common stock in subsequent public or private offerings. We may also issue additional shares of common stock or convertible securities. After the completion of this offering, we will have outstanding shares of common stock. This number includes shares that we and the selling stockholders are selling in this offering and shares that the selling stockholders may sell in this offering if the underwriters exercise their option to purchase additional shares in full, which may be resold immediately in the public market. Following the completion of this offering, and assuming no exercise of the underwriters’ option to purchase additional shares, Eclipse Holdings will own shares of our common stock, or approximately % of our total outstanding shares, all of which are restricted from immediate resale under the federal securities laws and are subject to the lock-up agreements with the underwriters described in “Underwriting,” but may be sold into the market in the future. Eclipse Holdings and its limited partners will be parties to a registration rights agreement with us which will require us to effect the registration of their shares in certain circumstances no earlier than the expiration of the lock-up period contained in the underwriting agreement entered into in connection with this offering. Certain employees will be subject to restrictions on the sale of their shares for 180 days after the date of this prospectus. However, after such period, and subject to compliance with the Securities Act or exemptions therefrom, these employees may sell such shares into the public market. See “Shares Eligible for Future Sale” and “Certain Relationships and Related Party Transactions—Registration Rights.”

In connection with this offering, we intend to file a registration statement with the SEC on Form S-8 providing for the registration of shares of our common stock issued or reserved for issuance under our equity incentive plan. Subject to the satisfaction of vesting conditions, the expiration of lock-up agreements and the requirements of Rule 144, shares registered under the registration statement on Form S-8 will be available for resale immediately in the public market without restriction.

We cannot predict the size of future issuances of our common stock or securities convertible into common stock or the effect, if any, that future issuances and sales of shares of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock (including shares issued in connection with an acquisition), or the perception that such sales could occur, may adversely affect prevailing market prices of our common stock.

The underwriters of this offering may waive or release parties to the lock-up agreements entered into in connection with this offering, which could adversely affect the price of our common stock.

We, Eclipse Holdings, the limited partners of Eclipse Holdings, the EnCap Funds, the Management Funds and Management Holdco, all of our directors and executive officers and certain of our employees have entered into lock-up agreements with respect to their common stock, pursuant to which they are subject to certain resale restrictions for a period of 180 days following the effectiveness date of the registration statement of which this prospectus forms a part. Citigroup Global Markets Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. LLC, at any time and without notice, may release all or any portion of the common stock subject to the foregoing lock-up agreements. If the restrictions under the lock-up agreements are waived, then common stock will be available for sale into the public markets, which could cause the market price of our common stock to decline and impair our ability to raise capital.

For as long as we are an emerging growth company, we will not be required to comply with certain reporting requirements, including those relating to accounting standards and disclosure about our executive compensation, that apply to other public companies.

We are classified as an “emerging growth company” under the JOBS Act. For as long as we are an emerging growth company, which may be up to 5 full fiscal years, unlike other public companies, we will not be required to, among other things, (1) provide an auditor’s attestation report on management’s assessment of the effectiveness of our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act, (2) comply with any new requirements adopted by the Public Company Accounting Oversight Board requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to provide additional information about the audit and the financial statements of the issuer, (3) provide certain disclosure regarding executive compensation required of larger public companies or (4) hold nonbinding advisory votes on executive compensation. We will remain an emerging growth company for up to 5 years, although we will lose that status sooner if we have more than $1.0 billion of revenues in a fiscal year, have more than $700.0 million in market value of our common stock held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a 3-year period.

We may issue preferred stock whose terms could adversely affect the voting power or value of our common stock.

Our amended and restated certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations and relative rights, including preferences over our common stock respecting dividends and distributions, as our board of directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might assign to holders of preferred stock could affect the residual value of our common stock.

If securities or industry analysts do not publish research or reports about our business, if they adversely change their recommendations regarding our common stock or if our operating results do not meet their expectations, our stock price could decline.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of our company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover our company downgrades our common stock or if our operating results do not meet their expectations, our stock price could decline.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information in this prospectus includes “forward-looking statements.” All statements, other than statements of historical fact included in this prospectus, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs and capital expenditures, prospects, plans and objectives of management are forward-looking statements. When used in this prospectus, the words “will,” “would,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the heading “Risk Factors” included in this prospectus.

Forward-looking statements may include statements about, among other things:

•

pending legal matters relating to our leases;

•

uncertainty regarding our future operating results, including initial production rates and liquids yields in our type curve areas;

•

our business strategy;

•

reserves;

•

financial strategy, expenses, liquidity and capital required for developing our properties and the timing related thereto;

•

realized natural gas, NGLs and oil prices;

•

the anticipated benefits under our commercial agreements;

•

the timing and amount of our future production of natural gas, NGLs and oil;

•

our hedging strategy and results;

•

future drilling plans;

•

competition and government regulations, including those related to hydraulic fracturing;

•

marketing of natural gas, NGLs and oil;

•

leasehold and business acquisitions;

•

the costs, terms and availability of gathering, processing, fractionation and other midstream services;

•

general economic conditions;

•

credit markets; and

•

plans, objectives, expectations and intentions contained in this prospectus that are not historical.

We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control, incident to the exploration for and development, production, gathering and sale of natural gas, NGLs and oil. These risks include, but are not limited to, legal and environmental risks, drilling and other operating risks, regulatory changes, commodity price volatility, inflation, lack of availability of drilling, production and processing equipment and services, counterparty credit risk, the uncertainty inherent in estimating natural gas, NGLs and oil reserves and in projecting future rates of production, cash flow and access to capital, the timing of development expenditures, and the other risks described under “Risk Factors” in this prospectus.

Reserve engineering is a process of estimating underground accumulations of natural gas, NGLs and oil that cannot be measured in an exact way. The accuracy of any reserve estimate depends on the quality of available data, the interpretation of such data and price and cost assumptions made by reserve engineers. In addition, the results of drilling, testing and production activities may justify revisions of estimates that were made previously. If significant, such revisions would change the schedule of any further production and development drilling. Accordingly, reserve estimates may differ significantly from the quantities of natural gas, NGLs and oil that are ultimately recovered.

Should one or more of the risks or uncertainties described in this prospectus occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements.

All forward-looking statements, expressed or implied, included in this prospectus are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this prospectus.

USE OF PROCEEDS

Assuming an initial offering price of $ per share, the midpoint of the range set forth on the cover of this prospectus, we expect to receive approximately $ million of net proceeds from this offering after deducting underwriting discounts and commissions and estimated offering expenses payable by us. We will not receive any proceeds from the sale of shares of common stock by the selling stockholders.

We intend to use approximately $ million of our net proceeds from this offering to fund our capital expenditures plan and approximately $ million of our net proceeds from this offering to repay borrowings under our revolving credit facility.

The following table illustrates our anticipated use of the proceeds of this offering.


Sources of Funds (In millions)		Uses of Funds (In millions)
Gross proceeds from this offering	$	Funding of our capital expenditure plan	$
		Repayment of our revolving credit facility ⁽¹⁾
		Underwriting discounts, fees and expenses
Total Sources of Funds	$	Total Uses of Funds	$

(1)

Includes an estimated $ million that was drawn under our revolving credit facility subsequent to March 31, 2014 to finance our capital expenditure plan.

As of March 31, 2014, we had $20.0 million in outstanding borrowings under our revolving credit facility. Our revolving credit facility matures on January 15, 2018, and interest on outstanding borrowings accrue based on, at our option, LIBOR or the alternate base rate, in each case, plus an applicable margin that is determined based on our utilization of commitments under our revolving credit facility. The interest rate with respect to outstanding borrowings under our revolving credit facility was 1.99% as of March 31, 2014. The borrowings to be repaid were incurred primarily for our drilling and development program and for general corporate purposes. As of May 1, 2014, our borrowing base was increased to $100.0 million, of which $60.0 million was drawn. While we currently do not have plans to immediately borrow additional amounts under our revolving credit facility following the closing of this offering, we may at any time re-borrow amounts repaid under our revolving credit facility, and we expect to do so to fund our capital program.

A $1.00 increase or decrease in the assumed initial public offering price of $ per share would cause our net proceeds from this offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable to us, to increase or decrease, respectively, by approximately $ million. If the proceeds increase due to a higher initial public offering price, we would use the additional net proceeds to fund our exploration and development program. If the proceeds decrease due to a lower initial public offering price, then we would reduce by a corresponding amount our net proceeds directed to our exploration and development program.

The selling stockholders have granted the underwriters a 30-day option to purchase up to an aggregate of additional shares of our common stock to the extent the underwriters sell more than shares of common stock in this offering. We will not receive any proceeds from the sale of shares by the selling stockholders pursuant to any exercise by the underwriters of their option to purchase additional shares of our common stock from the selling stockholders. We will pay all expenses of the selling stockholders related to this offering, other than underwriting discounts and commissions related to the shares sold by the selling stockholders.

Certain of the EnCap Funds affiliates and certain of our executive officers may indirectly receive proceeds from the sale of shares by the selling stockholders as a result of a distribution of proceeds by the selling stockholders to their respective limited partners, as applicable. See “Principal and Selling Stockholders.”

DIVIDEND POLICY

We do not anticipate declaring or paying any cash dividends to holders of our common stock in the foreseeable future. We currently intend to retain future earnings, if any, to finance the growth of our business. Our future dividend policy is within the discretion of our board of directors and will depend upon then-existing conditions, including our results of operations, financial condition, capital requirements, investment opportunities, statutory restrictions on our ability to pay dividends and other factors our board of directors may deem relevant. In addition, certain of our debt instruments place restrictions on our ability to pay cash dividends.

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization as of March 31, 2014:

•

on an actual basis; and

•

on a pro forma basis to give effect to our corporate reorganization as described under “Corporate Reorganization,” which will be completed immediately prior to or contemporaneously with the closing of this offering, our sale of million shares of common stock in this offering, at an assumed offering price of $ per share, which is the midpoint of the range set forth on the cover of this prospectus, and our use of the net proceeds as set forth under “Use of Proceeds.”

This table should be read in conjunction with, and is qualified in its entirety by reference to, “Use of Proceeds” and our historical consolidated financial statements and unaudited pro forma financial information and the related notes thereto appearing elsewhere in this prospectus.


	As of March 31, 2014
	Actual		Pro Forma
	(in thousands, except share data)
Cash and cash equivalents ⁽¹⁾	$	27,328	$

Indebtedness:
Revolving credit facility ⁽²⁾	$	20,000	$
12.0% senior unsecured PIK notes due 2018		412,230

Total indebtedness		432,230
Equity:
Partners’ capital		698,048		—
Preferred stock, $0.01 par value; 50,000,000 shares authorized (pro forma); no shares issued and outstanding (pro forma)		—		—
Common stock, $0.01 par value; 1,000,000,000 shares authorized (pro forma); shares issued and outstanding (pro forma)		—		—
Additional paid-in capital		—
Accumulated deficit		—
Accumulated other comprehensive income		306

Total equity		698,354

Total capitalization	$	1,130,584	$

(1)

Cash and cash equivalents as of March 31, 2014 reflects $ million of the estimated expenses from this offering that have already been paid.

(2)

As of May 1, 2014, our borrowing base was increased to $100.0 million, of which $60.0 million was drawn.

DILUTION

Purchasers of the common stock in this offering will experience immediate and substantial dilution in the net tangible book value per share of the common stock for accounting purposes. Our net tangible book value as of March 31, 2014, after giving effect to our corporate reorganization as described under “Corporate Reorganization” was $ million, or $ per share. Pro forma net tangible book value per share is determined by dividing our pro forma tangible net worth (tangible assets less total liabilities) by the total number of shares of common stock that will be outstanding immediately prior to the closing of this offering after giving effect to our corporate reorganization. After giving effect to the sale of the shares in this offering and further assuming the receipt of the estimated net proceeds (after deducting estimated underwriting discounts and commissions and estimated offering expenses), our adjusted pro forma net tangible book value as of March 31, 2014 would have been approximately $ , or $ per share. This represents an immediate increase in the net tangible book value of $ per share to our existing stockholders and an immediate dilution (i.e., the difference between the offering price and the adjusted pro forma net tangible book value after this offering) to new investors purchasing shares in this offering of $ per share. The following table illustrates the per share dilution to new investors purchasing shares in this offering:


Assumed initial public offering price per share		$
Pro forma net tangible book value per share as of March 31, 2014 (after giving effect to our corporate reorganization)	$
Increase per share attributable to new investors in this offering	$

As adjusted pro forma net tangible book value per share after giving effect to our corporate reorganization and this offering		$

Dilution in pro forma net tangible book value per share to new investors in this offering		$

The following table summarizes, on an adjusted pro forma basis as of March 31, 2014, the total number of shares of common stock owned by existing stockholders and to be owned by new investors, the total consideration paid, and the average price per share paid by our existing stockholders and to be paid by new investors in this offering at $ per share, the midpoint of the range set forth on the cover of this prospectus, calculated before deduction of estimated underwriting discounts and commissions and expenses payable by us:

Shares Acquired

Total Consideration

Average Price
Per Share

Number

Percent

Amount

Percent

(in thousands)

Existing owners ⁽¹⁾

New investors in this offering

Total

(1)

The number of shares disclosed for the existing owners includes shares that may be sold by the selling stockholders in this offering pursuant to any exercise of the underwriters’ option to purchase additional shares of common stock.

A $1.00 increase or decrease in the assumed initial public offering price of $ per share, which is the midpoint of the range set forth on the cover of this prospectus, would increase or decrease, respectively, our as adjusted pro forma net tangible book value as of March 31, 2014 by approximately $ million, the as adjusted pro forma net tangible book value per share after this offering by $ per share and the dilution in pro forma as adjusted net tangible book value per share to new investors in this offering by $ per share, assuming the number of shares offered by us, as set forth on the cover of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

If the underwriters exercise in full their option to purchase additional shares, then the number of shares held by new investors will increase to , or approximately % of our outstanding shares of common stock.

SELECTED HISTORICAL CONSOLIDATED AND UNAUDITED PRO FORMA FINANCIAL DATA

The following table shows the selected historical consolidated financial data of Eclipse I, our accounting predecessor, and our selected unaudited pro forma financial data for the periods and as of the dates indicated. Our historical results are not necessarily indicative of future operating results. The selected financial data presented below are qualified in their entirety by reference to, and should be read in conjunction with, “Use of Proceeds,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes included elsewhere herein.

The selected unaudited pro forma consolidated statements of operations data for the three months ended March 31, 2014 and for the year ended December 31, 2013 has been prepared to give pro forma effect to (i) the Oxford Acquisition, (ii) the corporate reorganization transactions described under “Corporate Reorganization,” and (iii) this offering and the application of our net proceeds from this offering as if they had been completed as of January 1, 2013. The selected unaudited pro forma consolidated balance sheet data as of March 31, 2014 has been prepared to give pro forma effect to those transactions (other than the Oxford Acquisition, which was completed on June 26, 2013) as if they had been completed as of March 31, 2014. These data are subject and give effect to the assumptions and adjustments described in the notes accompanying the unaudited pro forma financial statements included elsewhere in this prospectus. The summary unaudited pro forma consolidated financial data are presented for informational purposes only and should not be considered indicative of actual results of operations that would have been achieved had the Oxford Acquisition, the reorganization transactions and this offering been consummated on the dates indicated, and do not purport to be indicative of statements of our financial position or results of operations as of any future date or for any future period.


	Eclipse I						Eclipse I						Eclipse Resources Corporation
	Three Months Ended March 31,						Year Ended December 31,						Pro Forma Three Months Ended March 31,			Pro Forma Year Ended December 31,
	2014			2013			2013			2012			2014			2013
	(Unaudited)			(Unaudited)									(Unaudited)			(Unaudited)
(in thousands)
Statement of operations data:

REVENUES
Natural gas, NGLs and oil sales	$	24,788		$	288		$	12,935		$	370		$	24,788		$	20,638

Total revenues		24,788			288			12,935			370			24,788			20,638


OPERATING EXPENSES
Exploration		4,545			72			3,022			3,899			4,545			3,205
Lease operating		1,791			5			2,576			16			1,791			4,736
Transportation, gathering and compression		904			—			67			—			904			67
Production and ad valorem taxes		353			4			77			1			353			164
Depreciation, depletion and amortization		12,027			488			6,163			404			12,027			9,256
Impairments		—			—			2,081			793			—			2,081
General and administrative		8,394			1,483			21,276			4,425			8,394			23,808
Accretion expense		186			—			364			—			186			702
Gain on reduction of pension liability		(2,208	)		—			—			—			(2,208	)		—

Total operating expenses		25,992			2,052			35,626			9,538			25,992			44,019

Gain on sale of property		—			—			—			372			—			—

OPERATING LOSS		(1,204	)		(1,764	)		(22,691	)		(8,796	)		(1,204	)		(23,381	)

OTHER INCOME (EXPENSE)
Gain (loss) on derivative instruments		(3,611	)		—			—			—			(3,611	)		—
Interest income (expense), net		(13,636	)		5			(20,850	)		37			(13,635	)		(41,552	)

Total other income (expense), net		(17,247	)		5			(20,850	)		37			(17,246	)		(41,552	)

LOSS BEFORE INCOME TAXES		(18,451	)		(1,759	)		(43,541	)		(8,759	)		(18,450	)		(64,933	)

INCOME TAX BENEFIT		—			—			—			—			6,457			24,897


NET LOSS	$	(18,451	)	$	(1,759	)	$	(43,541	)	$	(8,759	)	$	(11,993	)	$	(40,036	)


Balance sheet data (at period end):
Cash and cash equivalents		27,328						109,509			27,057			28,510
Total property and equipment, net		1,144,907						1,018,084			106,253			1,146,910
Total assets		1,211,293						1,143,523			133,522			1,215,995
Total debt		432,230						389,247			—			432,230
Total partners’ / stockholders’ capital		698,354						667,971			126,704			644,567

Net cash provided by (used in):
Operating activities		104			232			15,250			(3,381	)
Investing activities		(151,140	)		(69,211	)		(897,086	)		(47,535	)
Financing activities		68,855			58,136			964,288			68,916

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this prospectus. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions, or beliefs about future events may, and often do, vary from actual results and the differences can be material. Some of the key factors which could cause actual results to vary from our expectations include changes in natural gas, NGLs and oil prices, the timing of planned capital expenditures, availability of acquisitions, uncertainties in estimating proved reserves and forecasting production results, operational factors affecting the commencement or maintenance of producing wells, the condition of the capital markets generally, as well as our ability to access them, and uncertainties regarding environmental regulations or litigation and other legal or regulatory developments affecting our business, as well as those factors discussed below and elsewhere in this prospectus, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. See “Cautionary Statement Regarding Forward-Looking Statements.” Also, see the risk factors and other cautionary statements described under the heading “Risk Factors” included elsewhere in this prospectus. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

Overview of Our Business

We are an independent exploration and production company engaged in the acquisition and development of oil and natural gas properties in the Appalachian Basin. We are focused on creating stockholder value by developing our substantial inventory of horizontal drilling locations, continuing to opportunistically add to our acreage position where we can acquire assets at attractive prices and leveraging our technical and managerial expertise to deliver industry-leading results.

Approximately 96,240 of our net acres are located in what we believe to be the most prolific and economic area of the Utica Shale fairway, which we refer to as the Utica Core Area, and approximately 25,740 of these net acres are also prospective for the highly liquids rich area of the Marcellus Shale in Eastern Ohio within what we refer to as Our Marcellus Project Area. We are the operator of approximately 81% of our net acreage within the Utica Core Area and Our Marcellus Project Area. We began assembling our acreage position in 2011 based upon a rigorous analytical evaluation of the shale properties within the Utica and Point Pleasant formations across Eastern Ohio. We initially targeted and acquired approximately 27,000 net acres in the Utica Core Area in 2011 through a combination of leasing and largely contiguous acreage acquisitions. In 2012, we entered into an agreement with Antero Resources to form an area of mutual interest covering approximately 43,600 gross acres predominately in Noble County, Ohio, which Antero Resources operates. Pursuant to our agreement, during a three-year term, we and Antero Resources have the option to purchase an interest in any acquisitions of oil and gas interests the other completes within the area of mutual interest. If the non-acquiring party elects to participate, we will own an undivided 30% interest and Antero Resources will own an undivided 70% interest in such acquired oil and gas interests. In June 2013, we acquired Oxford, which held approximately 180,000 net acres in Ohio, including approximately 49,000 net acres in the Utica Core Area and approximately 1,289 gross proved producing conventional wells.

approximately 5,850 feet and completed with 19 stages. The well was connected to a sales line on December 21, 2013 and produced at a cumulative total of 549 MMcf of natural gas for an average rate of 18.3 MMcf per day in its first 30 days after connecting to a sales line.

As of March 31, 2014, we were operating 3 horizontal rigs and 1 top-hole rig in the Utica Core Area. We frequently utilize top-hole rigs ahead of our horizontal rigs to drill the vertical portion of our wells in order to maximize the drilling efficiency of our larger horizontal drilling rigs and reduce overall costs. As of March 31, 2014, we had identified 3,381 gross (863 net) horizontal drilling locations across our acreage, comprised of 2,777 gross (668 net) locations within the Utica Core Area and 604 gross (195 net) locations within Our Marcellus Project Area.

As of March 31, 2014, we were producing approximately 185.5 gross (50.4 net) MMcfe per day comprised of approximately 69% natural gas, 16% NGLs and 15% oil.

As of March 31, 2014, our estimated proved reserves were 109.6 Bcfe, or 18.3 MMBoe, based on reserve reports prepared by Netherland, Sewell & Associates, Inc., or NSAI, our independent petroleum engineers, all of which were in Ohio and approximately 52% of which were proved developed reserves. Additionally, our estimated proved reserves were approximately 63% natural gas, 21% NGLs and 16% oil, as of March 31, 2014.

Factors That Significantly Affect Our Financial Condition and Results of Operations

We derive substantially all of our revenues from the production and sale of natural gas, NGLs and oil that are extracted from our natural gas during processing. During the three months ended March 31, 2014, our revenues were comprised of approximately 56.3%, 2.3% and 41.4% from the production and sale of natural gas, NGLs and oil, respectively. Our revenues, cash flow from operations and future growth depend substantially on factors beyond our control, such as economic, political and regulatory developments and competition from other sources of energy. Natural gas, NGLs and oil prices have historically been volatile and may fluctuate widely in the future due to a variety of factors, including, but not limited to, prevailing economic conditions, supply and demand of hydrocarbons in the marketplace and geopolitical events such as wars or natural disasters. Sustained periods of low prices for these commodities would materially and adversely affect our financial condition, our results of operations, the quantities of natural gas, NGLs and oil that we can economically produce and our ability to access capital.

In January 2014, we began using commodity derivative instruments, such as swaps, collars and puts, to manage and reduce price volatility and other market risks associated with our production. These arrangements are structured to reduce our exposure to commodity price decreases, but they can also limit the benefit we might otherwise receive from commodity price increases. Our risk management activity is generally accomplished through over-the-counter commodity derivative contracts with large financial institutions. We currently use fixed price natural gas swaps for which we receive a fixed price for future production in exchange for a payment of the variable market price received at the time future production is sold. The prices contained in these derivative contracts are based on NYMEX Henry Hub prices. The NYMEX Henry Hub price of natural gas is a widely used benchmark for the pricing of natural gas in the United States. The actual prices realized from the sale of natural gas differ from the quoted NYMEX Henry Hub price as a result of location differentials. Location differentials to NYMEX Henry Hub prices, also known as basis differential, result from variances in regional natural gas prices compared to NYMEX Henry Hub prices as a result of regional supply and demand factors. Historically, we have not hedged basis differentials associated with our natural gas production, although we may elect to do so in the future. We have elected not to designate our current portfolio of commodity derivative contracts as hedges for accounting purposes. Therefore, changes in fair value of these derivative instruments are recognized in earnings. Please read “—Quantitative and Qualitative Disclosures About Market Risk” for additional discussion of our commodity derivative contracts.

Like other businesses engaged in the exploration and production of oil and natural gas, we face the challenge of natural production declines. As initial reservoir pressures are depleted, oil and natural gas production from a given well naturally decreases. Thus, an exploration and production company depletes part of its asset base with each unit of reserves it produces. We attempt to overcome this natural decline by drilling to find additional reserves and acquiring more reserves than we produce. Our future growth will depend on our ability to enhance production levels from our existing reserves and to continue to add reserves in excess of production in a cost effective manner. Our ability to make capital expenditures to increase production from our existing reserves and to add reserves through drilling is dependent on our capital resources and can be limited by many factors, including our ability to access capital in a cost effective manner and to timely obtain drilling permits and regulatory approvals.

Our financial condition and results of operations, including the growth of production, cash flows and reserves, are driven by several factors, including:

•

success in drilling new wells;

•

natural gas, NGLs and oil prices;

•

the availability of attractive acquisition opportunities and our ability to execute them;

•

the amount of capital we invest in the leasing and development of our properties;

•

facility or equipment availability and unexpected downtime;

•

delays imposed by or resulting from compliance with regulatory requirements; and

•

the rate at which production volumes on our wells naturally decline.

Factors That Significantly Affect Comparability of Our Financial Condition and Results of Operations

Our historical financial condition and results of operations for the periods presented may not be comparable, either from period to period or going forward, for the following reasons:

Public Company Expenses. Upon completion of this offering, we expect to incur direct incremental general and administrative (“G&A”) expenses as a result of being a publicly traded company, including, but not limited to, costs associated with annual and quarterly reports and our other filings with the SEC, tax return preparation, independent auditor fees, investor relations activities, registrar and transfer agent fees, incremental director and officer liability insurance costs and independent director compensation. We estimate these direct incremental G&A expenses will be approximately $3 million per year. This estimate does not include non-cash compensation expenses, which we expect to incur in the future. These direct incremental G&A expenses are not included in our historical results of operations.

Corporate Reorganization. The historical consolidated financial statements included in this prospectus are based on the financial statements of Eclipse I, our accounting predecessor, prior to our corporate reorganization in connection with this offering as described in “Corporate Reorganization.” As a result, the historical financial data may not present an accurate indication of what our actual results would have been if the transactions described in “Corporate Reorganization” had been completed at the beginning of the periods presented or of what our future results of operations are likely to be.

The Oxford Acquisition. We acquired Oxford on June 26, 2013. As such, the results of Oxford’s operations prior to such date are not included in the historical financial statements of Eclipse I that are presented within this prospectus. Accordingly, our historical financial data may not present an accurate indication of what our actual results would have been if the Oxford Acquisition had been completed at the beginning of the periods presented or of what our future results of operations are likely to be.

Income Taxes. Eclipse I, our accounting predecessor, is a limited partnership not subject to federal income taxes. Accordingly, no provision for federal income taxes has been provided for in our historical results of operations because taxable income was passed through to Eclipse I’s limited partners. Although we are a corporation under the Internal Revenue Code of 1986, as amended (the “Code”), subject to federal income taxes at a statutory rate of 35% of pretax earnings, we do not expect to report any income tax benefit or expense until the consummation of this offering. Based on our deductions primarily related to intangible drilling costs (“IDCs”), that are expected to exceed 2014 earnings, we expect to generate significant net operating loss assets and deferred tax liabilities.

Increased Horizontal Drilling Activity. Historically, Oxford has drilled conventional vertical wells in Ohio. We began horizontal, unconventional drilling operations in 2012, and through March 31, 2014, we, or our operating partners, had commenced drilling 75 gross (27 net) wells. We expect to drill or participate in 176 gross (69 net) horizontal wells in 2014. Our current and future drilling activity is substantially weighted towards the development of our Utica and Marcellus Shale acreage using horizontal wells. The costs and production associated with the wells we expect to drill in the Utica and Marcellus Shale will differ substantially from the vertical conventional wells Oxford has historically drilled.

Financing Arrangements . As of March 31, 2014, we had outstanding indebtedness of $412.2 million. In June 2013, we issued $300.0 million in aggregate principle amount of 12.0% senior unsecured PIK notes due 2018, which we refer to as our Senior Unsecured Notes. In December 2013, we issued an additional $100.0 million of Senior Unsecured Notes at par.

Cumulative net proceeds from our Senior Unsecured Notes of $381.2 million, after offering fees and expenses, were used along with contributions from our equity investors to acquire Oxford and to continue to develop our acreage in the Utica Core Area and in Our Marcellus Project Area.

On February 18, 2014, we entered into a $500.0 million senior secured revolving credit facility, which we refer to as our Revolving Credit Facility. Our Revolving Credit Facility matures on January 15, 2018 and includes customary affirmative and negative covenants. The initial borrowing base under our Revolving Credit Facility was $50.0 million and the Company had outstanding borrowings of $20.0 million at a weighted average interest rate of 1.99% as of March 31, 2014. As of May 1, 2014, our borrowing base was increased to $100 million, of which $60 million was drawn.

To date, our capital expenditures have been financed with capital contributions from the EnCap Funds and the Management Funds, net proceeds from the issuance of our Senior Unsecured Notes and net cash provided by operating activities. In the future, we may incur additional indebtedness to fund our acquisition and development activities. Please read “—Credit Arrangements” for additional discussion of our financing arrangements.

Source of Our Revenues

Our historical revenues are derived from the sale of natural gas, NGLs and oil, and do not include the effects of derivatives. Revenues from product sales are a function of the volumes produced, prevailing market prices, product quality, gas Btu content and transportation costs. We generally sell production at a specific delivery point, pay transportation costs to a third party and receive proceeds from the purchaser with no transportation deduction. We record transportation costs as transportation, gathering and compression expense. Our revenues may vary significantly from period to period as a result of changes in volumes of production sold or changes in commodity prices.

Principal Components of Our Cost Structure

•

Exploration . These are geological and geophysical costs, seismic costs, delay rentals and the costs of unsuccessful exploratory dry holes.

•

Transportation, gathering and compression . Under some of our sales arrangements, we sell natural gas at a specific delivery point, pay transportation, gathering and compression costs to a third party and

receive proceeds from the purchaser with no deduction. These costs represent those transportation, gathering and compression costs paid by us to third parties. Additionally, we often enter into firm transportation contracts that secure takeaway capacity that includes minimum volume commitments, the cost of which is included in these expenses.

•

Lease operating. These are day-to-day costs incurred to bring hydrocarbons out of the ground along with the daily costs incurred to maintain our producing properties. Such costs include compensation of our field employees, maintenance, repairs and workovers expenses related to our natural gas and oil properties. These costs are expected to remain a function of supply and demand.

•

Production and ad valorem taxes. Production taxes are paid on produced natural gas and oil based on a percentage of market prices or at fixed rates established by the applicable federal, state or local taxing authorities. Ad valorem taxes are generally based on reserve values at the end of each year.

•

Abandonment and impairment of unproved properties. This category includes unproved property impairment and expenses associated with lease expirations.

•

Depreciation, depletion and amortization. This includes the expensing of the capitalized costs incurred to acquire, explore and develop natural gas, NGLs and oil. As a successful efforts company, we capitalize all costs associated with our acquisition and development efforts and all successful exploration efforts, and apportion these costs to each unit of production through depreciation, depletion and amortization expense. This expense also includes the monthly accretion of the future abandonment costs of tangible assets such as wells, service assets, pipelines and other facilities.

•

General and administrative. These costs include overhead, including payroll and benefits for our corporate staff, costs of maintaining our headquarters, costs of managing our production and development operations, franchise taxes, audit and other professional fees and legal compliance. Included in this category are any overhead expense reimbursements we receive from working interest owners of properties, for which we serve as the operator. These reimbursements are received during both the drilling and operational stages of a property’s life.

•

Gain (Loss) on Derivative Instruments. We utilize commodity derivative contracts to reduce our exposure to fluctuations in the price of gas. None of our derivative contracts are designated as hedges for accounting purposes. Consequently, our derivative contracts are marked-to-market each quarter with fair value gains and losses recognized currently as a gain or loss in our results of operations. The amount of future gain or loss recognized on derivative instruments is dependent upon future gas prices, which will affect the value of the contracts. Cash flow is only impacted to the extent the actual settlements under the contracts result in making a payment to or receiving a payment from the counterparty.

•

Interest expense. We have historically financed a portion of our cash requirements with proceeds from fixed-rate senior notes. As a result, we incur interest expense that is affected by our financing decisions. We capitalize interest on expenditures for significant exploration and development projects while activities are in progress to bring the assets to their intended use. Upon completion of construction of the asset, the associated capitalized interest costs are included within our asset base and depleted accordingly.

How We Evaluate Our Operations

In evaluating our current and future financial results, we expect to focus on production and revenue growth, lease operating expense, general and administrative expense (both before and after non-cash stock compensation expense) and operating margin per unit of production. In addition to these metrics, we will use Adjusted EBITDAX growth to evaluate our financial results. We define Adjusted EBITDAX as net income (loss) before interest expense or interest income; income taxes; write-down of abandoned leases; impairments; depreciation, depletion and amortization (“DD&A”); amortization of deferred financing costs; gain (loss) on derivative instruments, net cash receipts (payments on settled derivative instruments, and premiums (paid) received on options that settled during the period; non-cash compensation expense; gain or loss from sale of interest in gas properties; and exploration expenses. Adjusted EBITDAX is not a measure of net income as determined by United States Generally Accepted Accounting Principles, or GAAP.

In addition to the operating metrics above, as we grow our reserve base, we will assess our capital spending by calculating our operated proved developed reserves and our operated proved developed finding costs and development costs. We believe that operated proved developed finding and development costs are one of the key measurements of the performance of an oil and gas exploration and production company. We will focus on our operated properties as we control the location, spending and operations associated with drilling these properties. In determining our proved developed finding and development costs, only cash costs incurred in connection with exploration and development will be used in the calculation, while the costs of acquisitions will be excluded because our board approves each material acquisition. In evaluating our proved developed reserve additions, any reserve revisions for changes in commodity prices between years will be excluded from the assessment, but any performance related reserve revisions are included.

We also continually evaluate our rates of return on invested capital in our wells. We believe the quality of our assets combined with our technical and managerial expertise can generate attractive rates of return as we develop our acreage in the Utica Core Area and Our Marcellus Project Area. We review changes in drilling and completion costs; lease operating costs; natural gas, NGLs and oil prices; well productivity; and other factors in order to focus our drilling on the highest rate of return areas within our acreage.

Overview of the Three Months Ended March 31, 2014 Results

Operationally, our performance during the three months ended March 31, 2014 reflects continued development of our Utica Core Area and Our Marcellus Project Area acreage, continuing the delineation process across these two acreage positions. During the three months ended March 31, 2014, we achieved the following financial and operating results:

•

increased total net proved reserves, adjusted for production, by 34.6 Bcfe to 109.6 Bcfe, which was comprised of 44.6 Bcfe of extensions, 0.6 Bcfe of positive price revisions, and offset by (10.6) Bcfe of technical revisions;

•

added 23 gross (6.5 net) wells to proved reserves of which, 4 gross (1.3 net) wells were classified as proved developed producing, 7 gross (1.6 net) wells were classified as proved developed nonproducing, and 12 gross (3.7 net) wells were classified as proved undeveloped;

•

drilled or participated in 16 gross (8 net) Utica Shale wells, 4.9 net wells of which had been completed;

•

issued $22.5 million in additional Senior Unsecured Notes to satisfy our accrued interest on the notes through January 15;

•

put in place a $500 million bank credit facility with a borrowing base at March 31, 2014 of $50 million; $20 million of which was drawn during the three months ended 2014;

•

increased our Utica Area acreage to 96,240 net acres and our Marcellus Project Area acreage to 25,740 net acres;

•

put in place gas hedges for a portion of our 2014 and 2015 natural gas production; and

•

entered contract with Shell Chemical for the sale of ethane to their proposed Appalachian cracker project.

Overview of Fiscal 2013 Results

Operationally, our fiscal 2013 performance reflects our expansion of our acreage in both the Utica Core Area and Our Marcellus Project Area, and the commencement of the delineation process across these 2 acreage positions. During the year ended December 31, 2013, we achieved the following financial and operating results:

•

increased total net proved reserves adjusted for production by 73.8 Bcfe to 78.5 Bcfe;

•

drilled or participated in 56 gross (17 net) Utica Shale wells and 3 gross (2 net) Marcellus Shale wells, 4.1 of which had been completed;

•

increased our acreage position in the Utica Core Area to approximately 93,900 net acres by acquiring Oxford and through in-fill leasing around these assets;

•

issued $400.0 million in aggregate principal amount of our Senior Unsecured Notes;

•

contracted for firm gathering, cryogenic processing and fractionation capacity for our operated Utica Shale liquids rich natural gas production; and

•

contracted for firm gathering services for a significant portion of our operated dry gas Utica Shale acreage.

Acquisitions

During the year ended December 31, 2013, we spent $906.9 million to expand our leasehold through the acquisition of Oxford for $652.5 million and through the leasing of additional unproved Utica and Marcellus Shale acreage for $254.4 million in Belmont, Guernsey, Harrison, Monroe, and Noble Counties in Ohio. We continue selective acreage leasing to add to our acreage positions primarily in the Utica Core Area and Our Marcellus Project Area.

Divestitures

During the year ended December 31, 2012, we sold approximately 21,000 net acres to Antero Resources for $126.5 million and created an area of mutual interest located predominately in Noble County, Ohio. The proceeds did not exceed our cost basis in the properties sold and were recorded on our balance sheet as a reduction of our cost basis.

During the year ended December 31, 2012, in conjunction with the sale of acreage to Antero Resources, we also sold 70% of our interest in the Miley 5H well in Noble County, Ohio for $5.2 million before customary closing adjustments. The proceeds included $2.4 million for the sale of 70% of our net acreage within the Miley Unit and $2.8 million for the reimbursement of 70% of our drilling costs incurred. The sales proceeds exceeded our cost basis in these properties, resulting in a gain of $0.4 million, and the reimbursement of drilling costs were recorded as a reduction of exploration expense in 2012.

During the year ended December 31, 2013, we sold an additional 1,220 net acres within our area of mutual interest with Antero Resources for $8.5 million. The proceeds did not exceed our cost basis in the properties sold and were recorded on our balance sheet as a reduction of our cost basis.

Fiscal 2014 Outlook

For fiscal 2014, our board approved a $696.3 million capital budget comprised of $577.4 million for drilling and completion, $115.8 million for land related expenditures and leasehold acquisitions and $3.2 million for other purposes. Our capital budget excludes acquisitions, other than routine leasehold acquisitions. Although we do not specifically allocate our drilling and completion capital budget into proved and non-proved categories, based on proved reserves as of December 31, 2013, we expect that approximately 96%, of our drilling and completion capital in 2014 will be allocated towards non-proved drilling activities. We expect to continue to fund our capital expenditures in fiscal 2014 with cash generated by operations, borrowings under our Revolving Credit Facility, net proceeds received from the issuance of our Senior Unsecured Notes , additional capital contributions and a portion of the net proceeds of this offering. The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of, among other things, natural gas, NGLs and oil prices, actual drilling results, the availability of drilling rigs and other services and equipment, regulatory, technological and competitive developments and completion of this offering. A reduction in natural gas, NGLs or oil prices from current levels may cause us to reduce our drilling activity resulting in a decrease in our actual capital expenditures, which would negatively impact our ability to grow production. Our financing needs may require us to alter or increase our capitalization substantially through the issuance of debt or equity securities or the sale of assets.

Market Conditions

Prices for various quantities of natural gas, NGLs and oil that we produce significantly impact our revenues and cash flows. Prices for commodities, such as hydrocarbons, are inherently volatile. The following table lists average, high and low NYMEX Henry Hub prices for natural gas and NYMEX WTI prices for oil for the three months ended March 31, 2014 and 2013 and the year ended December 31, 2013 and 2012.


	Three Months Ended March 31,				Year Ended December 31,
	2014		2013		2013		2012
NYMEX Henry Hub High ($/MMBtu)	$	6.15	$	4.07	$	4.46	$	3.90
NYMEX Henry Hub Low ($/MMBtu)		4.01		3.11		3.11		1.91
Average NYMEX Henry Hub ($/MMBtu)		4.65		3.48		3.73		2.83

NYMEX WTI High ($/Bbl)	$	104.92	$	97.94	$	110.53	$	109.77
NYMEX WTI Low ($/Bbl)		91.66		90.12		86.68		77.69
Average NYMEX WTI ($/Bbl)		98.61		94.36		98.05		94.15

Results of Operations

Three Months Ended March 31, 2014 Compared to Three Months Ended March 31, 2013

Natural Gas, NGLs and Oil Sales, Production and Realized Price Calculations

The following table illustrates the revenue attributable to natural gas, NGLs and oil sales for the three months ended March 31, 2014 and 2013.


	Three Months Ended March 31,
	2014		2013		Change
Revenues (in thousands):
Natural gas sales	$	13,959	$	52	$	13,907
NGLs sales		575		—		575
Oil sales		10,254		236		10,018

Total revenues	$	24,788	$	288	$	24,500

Our production grew by approximately 3,431 MMcfe, of which approximately 988 MMcfe was attributable to additions from acquisitions and approximately 2,443 MMcfe was attributable to drilling success as we placed new wells on production, partially offset by natural decline. Our production for the three months ended March 31, 2014 and 2013 is set forth in the following table:


	Three Months Ended March 31,
	2014		2013		Change
Production:
Natural gas (MMcf)		2,759.0		14.2		2,744.8
NGLs (Mbbls)		9.0		—		9.0
Oil (Mbbls)		108.0		2.6		105.4
Total (MMcfe)		3,461.0		29.6		3,431.4

Average daily production volume:
Natural gas (Mcf/d)		30,656		158		30,498
NGLs (Bbls/d)		100		—		100
Oil (Bbls/d)		1,200		28		1,172
Total (Mcfe/d)		38,456		329		38,127

Our average realized price received during the three months ended March 31, 2014 was $7.16 per Mcfe compared to $9.73 per Mcfe in the three months ended March 31, 2013. The decrease in the average realized price was due to a significantly higher percentage of our total revenues being driven by natural gas production in the three months ended March 31, 2014, as compared to the three months ended March 31, 2013. Average realized prices (wellhead) do not include any third party transportation costs, which are reported in transportation, gathering and compression expense on our statements of operations. Average realized price calculations for the three months ended March 31, 2014 and 2013 are shown in the following table.


	Three Months Ended March 31,
	2014			2013		Change
Volume weighted average realized prices:
Natural gas ($/Mcf) ⁽¹⁾	$	5.06		$	3.68	$	1.38
NGLs ($/Bbl)		63.88			—		63.88
Oil ($/Bbl)		94.94			91.89		3.05
Average price ($/Mcfe)		7.16			9.73		(2.57	)
Differential of realized natural gas price to Average NYMEX Henry Hub ⁽²⁾		(0.02	)		0.09		(0.11	)
Differential of realized natural gas price to Average NYMEX WTI ⁽²⁾		(3.35	)		2.14		(5.49	)

(1)

(2)

Differential compares actual NYMEX Henry Hub and WTI prices to our actual volume-weighted average realized prices.

Costs and Expenses

We believe some of our expense fluctuations are best analyzed on a unit-of-production, or per Mcfe, basis. The following table presents information about certain of our expenses for the three months ended March 31, 2014 and 2013.


	Three Months Ended March 31,
	2014		2013		Change
Operating expenses (in thousands):
Transportation, gathering and compression	$	904	$	—	$	904
Lease operating		1,791		5		1,786
Production, severance and ad valorem taxes		353		4		349
Depreciation, depletion and amortization		12,027		488		11,539
General and administrative		8,394		1,483		6,911

Operating expenses per Mcfe:
Transportation, gathering and compression	$	0.26	$	—	$	0.26
Lease operating		0.52		0.17		0.35
Production, severance and ad valorem taxes		0.10		0.12		(0.02	)
Depletion, depreciation and amortization		3.48		16.48		(13.00	)
General and administrative		2.43		50.11		(47.68	)

Transportation, gathering and compression expense was $0.9 million during the three months ended March 31, 2014 compared to $0 in the three months ended March 31, 2013. These third party costs were higher in the three months ended March 31, 2014 due to our production growth where we have third party gathering and compression agreements. We have excluded these costs in the calculation of average realized sales prices.

Lease operating expense was $1.8 million in the three months ended March 31, 2014 compared to less than $0.01 million in the three months ended March 31, 2013. The increase of $1.8 million is attributable to higher production during the three months ended March 31, 2014, as compared to the three months ended March 31, 2013. Lease operating expenses include normally recurring expenses to operate and produce our wells, non-recurring workovers and repairs. We experience increases in operating expenses as we add new wells and manage existing properties. We incurred $0.3 million of workover costs in three months ended March 31, 2014 compared to $0 in three months ended March 31, 2013.

Production and ad valorem taxes are paid based on market prices and applicable tax rates. Production and ad valorem taxes were $0.4 million in the three months ended March 31, 2014 compared to less than $0.01 million in the three months ended March 31, 2013. Production and ad valorem taxes increased from the three months ended March 31, 2013 to the three months ended March 31, 2014 due to an increase in production volumes subject to production or ad valorem taxes.

Depletion, depreciation and amortization was approximately $12.0 million in the three months ended March 31, 2014 compared to $0.5 million in the three months ended March 31, 2013. The increase in the three months ended March 31, 2014 when compared to the three months ended March 31, 2013 is due to the increase in production during 2014. On a per Mcfe basis, DD&A decreased to $3.48 in the three months ended March 31, 2014 from $16.48 in the three months ended March 31, 2013, which was predominantly driven by a lower depletion rate. Depletion rates in new plays tend to be higher in the beginning as increased initial outlays are amortized over proved reserves based on early stages of evaluations, which was the case in the three months ended March 31, 2013 and to a lesser extent during the three months ended March 2014. The decrease in depletion rate during the three months ended March 31, 2014 was due to total proved reserves (the denominator) increasing at a higher rate than production (the numerator) over the year. We currently expect our DD&A rate to be approximately $2.10 per Mcfe in fiscal 2014, based on our current production and reserve estimates.

General and administrative expense was $8.4 million for the three months ended March 31, 2014 compared to $1.5 million for the three months ended March 31, 2013. The increase of $6.9 million during the three months ended March 31, 2014 when compared to three months ended March 31, 2013 is primarily due to higher salaries and benefits ($4.5 million) related to the hiring of a significant number of new employees during the three months ended March 31, 2014, and higher legal and consulting expenses ($0.4 million) during the three months ended March 31, 2014. We recorded $0.03 million and $0 of non-cash incentive unit compensation charges for the three months ended March 31, 2014 and 2013 respectively. Our personnel costs will continue to increase as we invest in our technical teams and other staffing to support the expansion of our drilling program in the Utica Core Area and Our Marcellus Project Area.

Other Operating Expenses

Our total operating expenses also include other expenses that generally do not trend with production. These expenses include exploration expense, impairment charges and accretion of asset retirement obligation expense. The following table details our other operating expenses for three months ended March 31, 2014 and 2013.


	Three Months Ended March 31,
	2014			2013		Change
Other Operating Expenses (in thousands):
Exploration	$	4,545		$	72	$	4,473
Accretion		186			—		186
Gain on reduction of pension liability		(2,208	)		—		(2,208	)

Exploration expense increased to $4.5 million in the three months ended March 31, 2014 compared to $0.07 million in the three months ended March 31, 2013 due to lower dry hole costs, partially offset by higher seismic costs and delay rentals due to acreage increases. The following table details our exploration-related expenses for the three months ended March 31, 2014 and 2013.


	Three Months Ended March 31,
	2014		2013		Change
Exploration Expenses (in thousands):
Seismic	$	69	$	14	$	55
Delay rentals		4,449		31		4,418
Dry hole		28		27		1

	$	4,546	$	72	$	4,474

Accretion expense was $0.2 million in the three months ended March 31, 2014, compared to $0 in the three months ended March 31, 2013. The increase in accretion expense primarily relates to the increase in the asset retirement obligations associated with new wells drilled during the three months ended March 31, 2014 and existing wells acquired in the Oxford Acquisition in June 2013.

Gain on reduction of pension liability was $2.2 million for the three months ended March 31, 2014, compared to $0 in the three months ended March 31, 2013. Effective March 31, 2014, the Company froze the benefit accruals related to the defined benefit pension plan it assumed in the Oxford Acquisition, which was completed during fiscal 2013.

Other Income (Expense)

Loss on derivative instruments was $3.6 million for the three months ended March 31, 2014 compared to $0 in the three months ended March 31, 2013. During the three months ended March 31, 2013, the Partnership entered into put-spread and swap agreements to manage the exposure to cash-flow variability related to production. Approximately $1.4 million of the $3.6 million loss on derivative instruments related to net cash payments on settled derivatives. Prior to 2014, we did not enter into any derivative instruments.

Interest expense, net was $13.6 million for the three months ended March 31, 2014. We incurred $0 in interest expense in the three months ended March 31, 2013. The increase in interest expense during the three months ended March 31, 2014 was due to the June 2013 and December 2013 issuances of $281.2 million and $100.0 million, respectively, of our Senior Unsecured Notes, net of discounts, and $0.02 million of related offering expenses as well as the $20.0 million drawn on our Revolving Credit Facility in March 2014. We used the net proceeds from the June 2013 issuance, along with contributions from our equity investors, to fund the Oxford Acquisition. In January 2014, we paid our semi-annual interest on our Senior Unsecured Notes with additional Senior Unsecured Notes at an interest rate of 13.0% as opposed to paying in cash at the cash interest rate of 12.0%. Interest expense is net of capitalized interest on expenditures made in connection with exploration and development projects that are not subject to current amortization.

At our option, the first two interest payments subsequent to the issuance of our Senior Unsecured Notes may be paid-in-kind by issuing additional Senior Unsecured Notes (“PIK Interest”). Also at our option, the subsequent four semi-annual interest payments thereafter may be paid in the form of 6.0% annum per cash and 7.0% annum in PIK Interest. Thereafter (subsequent to the sixth semi-annual interest payment), interest can only be paid in cash at 12.0% per annum.

Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012

Natural Gas, NGLs and Oil Sales, Production and Realized Price Calculations

The following table illustrates the revenue attributable to natural gas, NGLs and oil sales for each of the years ended December 31, 2013 and 2012.


	Year Ended December 31,
	2013		2012		Change
Revenues (in thousands):
Natural gas sales	$	4,303	$	27	$	4,276
NGLs sales		63		—		63
Oil sales		8,569		343		8,226

Total revenues	$	12,935	$	370	$	12,565

Our production grew by approximately 1,615 MMcfe, of which approximately 988 MMcfe was attributable to additions from acquisitions and approximately 627 MMcfe was attributable to drilling success as we placed new wells on production, partially offset by natural decline. Our production for each of the years ended December 31, 2013 and 2012 is set forth in the following table:


	Year Ended December 31,
	2013		2012		Change
Production:
Natural gas (MMcf)		1,118.8		7.7		1,111.1
NGLs (Mbbls)		1.3		—		1.3
Oil (Mbbls)		87.2		4.5		82.7
Total (MMcfe)		1,650.2		34.6		1,615.6

Average daily production volume:
Natural gas (Mcf/d)		3,065		21		3,044
NGLs (Bbls/d)		4		—		4
Oil (Bbls/d)		239		12		227
Total (Mcfe/d)		4,521		95		4,426

Our average realized price received during fiscal 2013 was $7.84 per Mcfe compared to $10.69 per Mcfe in fiscal 2012. The decrease in the average realized price was due to a significantly higher percentage of our total revenues being driven by natural gas production in fiscal 2013, as compared to fiscal 2012. Average realized prices (wellhead) do not include any third party transportation costs, which are reported in transportation, gathering and compression expense on our statements of operations. Average realized price calculations for each of the years ended December 31, 2013 and 2012 are shown in the following table.


	Year Ended December 31,
	2013			2012			Change
Volume weighted average realized prices:
Natural gas ($/Mcf)	$	3.85		$	3.53		$	0.32
NGLs ($/Bbl)		48.17			—			48.17
Oil ($/Bbl)		98.22			76.19			22.03
Average price ($/Mcfe)		7.84			10.69			(2.85	)
Differential to Average NYMEX Henry Hub ⁽¹⁾		0.06			0.62			(0.56	)
Differential to Average NYMEX WTI ⁽¹⁾		(0.38	)		(17.51	)		17.13

(1)

Differential compares actual NYMEX Henry Hub and WTI prices to our actual volume-weighted average realized prices.

Gain on the sale of assets was $0.37 million in fiscal 2012 as a result of selling 70% of our interest in the Miley 5H well in Noble County, Ohio. We did not record any gains on the sale of properties in fiscal 2013.

Costs and Expenses


	Year Ended December 31,
	2013		2012		Change
Operating expenses (in thousands):
Transportation, gathering and compression	$	67	$	—	$	67
Lease operating		2,576		16		2,560
Production, severance and ad valorem taxes		77		1		76
Depletion, depreciation and amortization		6,163		404		5,759
General and administrative		21,276		4,425		16,851

Operating expenses per Mcfe:
Transportation, gathering and compression	$	0.04	$	—	$	0.04
Lease operating		1.56		0.46		1.10
Production, severance and ad valorem taxes		0.05		0.03		0.02
Depletion, depreciation and amortization		3.73		11.68		(7.95	)
General and administrative		12.89		127.89		(115.00	)

Transportation, gathering and compression expense was $0.07 million in fiscal 2013 compared to $0 in fiscal 2012. These third party costs were higher in fiscal 2013 due to our production growth where we have third party gathering and compression agreements. We have excluded these costs in the calculation of average realized sales prices.

Lease operating expense was $2.6 million in fiscal 2013 compared to $0.02 million in fiscal 2012. The increase of $2.6 million is attributable to higher production during the year ended December 31, 2013, as compared to the year ended December 31, 2012. Lease operating expenses include normally recurring expenses to operate and produce our wells, non-recurring workovers and repairs. We experience increases in operating expenses as we add new wells and manage existing properties. We incurred $0.03 million of workover costs in fiscal 2013 compared to $0 in fiscal 2012.

Production and ad valorem taxes are paid based on market prices and applicable tax rates. Production and ad valorem taxes were $0.08 million in fiscal 2013 compared to less than $0.01 million in fiscal 2012. Production and ad valorem taxes increased from fiscal 2012 to fiscal 2013 due to an increase in production volumes subject to production or ad valorem taxes.

Depletion, depreciation and amortization was approximately $6.2 million in fiscal 2013 compared to $0.4 million in fiscal 2012. The increase in fiscal 2013 when compared to fiscal 2012 is due to the increase in production during fiscal 2013. On a per Mcfe basis, DD&A decreased to $3.73 in fiscal 2013 from $11.68 in fiscal 2012, which was predominantly driven by a lower depletion rate. Depletion rates in new plays tend to be higher in the beginning as increased initial outlays are amortized over proved reserves based on early stages of evaluations, which was the case in fiscal 2012. The decrease in depletion rate in fiscal 2013 was due to total proved reserves (the denominator) increasing at a higher rate than production (the numerator) over the year. We currently expect our DD&A rate to be approximately $2.10 per Mcfe in fiscal 2014, based on our current production and reserve estimates.

General and administrative expense was $21.3 million for fiscal 2013 compared to $4.4 million for fiscal 2012. The fiscal 2013 increase of $16.9 million when compared to fiscal 2012 is primarily due to higher salaries and benefits ($10.8 million) during fiscal 2013 related to the hiring of a significant number of new employees, including those that became employees through the Oxford Acquisition, and higher legal and consulting expenses ($4.5 million) during fiscal 2013. In addition we recorded $0.04 million and $0.003 million of non-cash incentive unit compensation charges for the fiscal year end 2013 and 2012, respectively. Our personnel costs will continue to increase as we invest in our technical teams and other staffing to support the expansion of our drilling program in the Utica Core Area and Our Marcellus Project Area.

Other Operating Expenses

Our total operating expenses also include other expenses that generally do not trend with production. These expenses include exploration expense, impairment charges, and accretion expense. The following table details our other operating expenses for each of the years ended December 31, 2013 and 2012.


	Year Ended December 31,
	2013		2012		Change
Other Operating Expenses (in thousands):
Exploration	$	3,022	$	3,899	$	(877	)
Impairments of proved and unproved properties		2,081		793		1,288
Accretion		364		—		364

Exploration expense decreased to $3.0 million in fiscal 2013 compared to $3.9 million in fiscal 2012 due to lower dry hole costs, partially offset by lower seismic costs and delay rentals due to acreage increases. The following table details our exploration-related expenses for each of the years ended December 31, 2013 and 2012.


	Year Ended December 31,
	2013		2012		Change
Exploration Expenses (in thousands):
Seismic	$	124	$	263	$	(139	)
Delay rentals		2,688		213		2,475
Dry hole		210		3,423		(3,213	)

	$	3,022	$	3,899	$	(877	)

Impairment of proved and unproved properties

Impairment of unproved properties was $0 in fiscal 2013 compared to $0.8 million in fiscal 2012. We assess individually significant unproved properties for impairment on a quarterly basis and recognize a loss where circumstances indicate impairment in value. In determining whether a significant unproved property is impaired we consider numerous factors including, but not limited to, current exploration plans, favorable or unfavorable activity on the property being evaluated and/or adjacent properties, our geologists’ evaluation of the property and the remaining months in the lease term for the property. Impairment of individually insignificant unproved properties is assessed and amortized on an aggregate basis based on our average holding period, expected forfeiture rate and anticipated drilling success. As we continue to review our acreage positions and high grade our drilling inventory based on the current price environment, additional leasehold impairments and abandonments may be recorded. Impairment of proved properties increased to $2.1 million in fiscal 2013 compared to $0 in fiscal 2012. Our analysis of these properties determined that undiscounted cash flows were less than their carrying value. We compared the carrying value to estimated fair value and recognized an impairment charge. These assets were evaluated for impairment due to performance-related issues relative to our initial reserve expectations. This type of impairment is common in new plays where the reserves and production associated with the play, or within areas of the play, is not initially known.

Accretion expense was $0.4 million in fiscal 2013, compared to $0 in fiscal 2012. Accretion expense relates to the increase in the asset retirement obligations associated with new wells drilled during fiscal 2013 and existing wells acquired in the Oxford Acquisition in June 2013.

Other Income (Expense)

Interest expense, net was $20.9 million for fiscal 2013. We incurred $0 in interest expense in fiscal 2012. The increase in interest expense in fiscal 2013 was due to the June 2013 and December 2013 issuances of $281.2 million and $100.0 million, respectively, of our Senior Unsecured Notes, net of discounts, and $0.02 million of related offering expenses. We used the net proceeds from the June 2013 issuance, along with contributions from our equity investors, to fund our acquisition of Oxford. In January 2014, we paid our semi-annual interest on our Senior Unsecured Notes with additional Senior Unsecured Notes at an interest rate of 13.0% as opposed to paying in cash at the cash interest rate of 12.0%. Interest expense is net of capitalized interest on expenditures made in connection with exploration and development projects that are not subject to current amortization.

At our option, the first two interest payments subsequent to the issuance of our Senior Unsecured Notes may be satisfied with PIK Interest. Also at our option, the subsequent four semi-annual interest payments thereafter may be paid in the form of 6.0% annum per cash and 7.0% annum in PIK Interest. Thereafter (subsequent to the sixth semi-annual interest payment), interest can only be paid in cash at 12.0% per annum.

Cash Flows, Capital Resources and Liquidity

Cash Flows

Cash flows from operations are primarily affected by production volumes and commodity prices. Our cash flows from operations also are impacted by changes in working capital. Short-term liquidity needs are satisfied by our operating cash flow, proceeds from asset sales, and the remaining proceeds from our fiscal 2013 issuances of Senior Unsecured Notes and equity units. We sell a large portion of our production at the wellhead under floating market contracts.

Three Months Ended March 31, 2014 Compared to the Three Months Ended March 31, 2013

Net cash provided by operations in the three months ended March 31, 2014 was $0.1 million compared to $0.2 million in the three months ended March 31, 2013. The decrease in cash provided from operating activities from the three months ended 2013 to 2014 reflects an increase in production, offset by higher operating costs. Net cash provided from operations is also affected by working capital changes or the timing of cash receipts and disbursements. Changes in working capital (as reflected in our consolidated statements of cash flows) for the three months ended March 31, 2014 was $(12.9) million compared to $1.4 million for the three months ended March 31, 2013. The decrease in working capital is primarily due to requirements associated with drilling and exploration.

Net cash used in investing activities in the three months ended March 31, 2014 was $151.1 million compared to $69.2 million in the three months ended March 31, 2013.

During the three months ended March 31, 2014, we:

•

spent $149.6 million on related capital expenditures and unproved properties; and

•

spent $1.5 million on property and equipment

During the three months ended March 31, 2013, we:

•

spent $76.5 million on related capital expenditures and unproved properties; and

•

received proceeds of $7.3 million from the sale of properties

Net cash provided by financing activities in the three months ended March 31, 2014 increased to $68.9 million compared to $58.1 million in the three months ended March 31, 2013. Historically, sources of financing have been primarily from equity issuances.

During the three months ended March 31, 2014, we:

•

obtained a revolving credit facility for $50.0 million and incurred $0.8 million of related loan issuance costs; and

•

issued Series A, A-1 and B units for a total of $49.7 million.

During the three months ended March 31, 2013, we issued a total of $58.0 million in equity.

Year Ended December 31, 2013 Compared to the Year Ended December 31, 2012

Net cash provided from (used by) operations in fiscal 2013 was $15.2 million compared to $(3.4) million in fiscal 2012. The increase in cash provided from operating activities from fiscal 2012 to fiscal 2013 reflects an increase in production, offset by higher operating costs. Net cash provided from operations is also affected by working capital changes or the timing of cash receipts and disbursements. Changes in working capital (as reflected in our consolidated statements of cash flows) for fiscal 2013 was $24.2 million compared to a $0.7 million for fiscal 2012. The increase in working capital is primarily due to requirements associated with drilling and exploration.

Net cash used in investing activities in fiscal 2013 was $897.1 million compared to $47.5 million in fiscal 2012.

During the year ended December 31, 2013, we:

•

spent $651.8 million, net of cash acquired, on the Oxford Acquisition;

•

spent $252.8 million on related capital expenditures and unproved properties; and

•

received proceeds of $8.5 million from the sale of 1,220 net acres within our area of mutual interest with Antero Resources in Noble County, Ohio.

During the year ended December 31, 2012, we:

•

spent $158.1 million on acreage, primarily in the Utica Shale, and capital expenditures of $21.1 million; and

•

received proceeds of $126.5 million primarily related to the sale of approximately 21,000 net acres within our area of mutual interest with Antero Resources, along with other insignificant sales.

Net cash provided from financing activities in fiscal 2013 increased to $964.3 million in fiscal 2013 compared to $68.9 million in fiscal 2012.

During the year ended December 31, 2013, we:

•

issued $400.0 million in aggregate principal amount of our Senior Unsecured Notes and incurred $12.0 million related to discounts and $7.3 million related to offering expenses; and

•

issued Series A, A-1 and B units for a total of $583.6 million.

During 2012, we issued of Series A and A-1 units for a total of $69.6 million.

Liquidity and Capital Resources

Our main sources of liquidity and capital resources are internally generated cash flow from operations, asset sales and access to the debt and equity capital markets. We must find new and develop existing reserves to maintain and grow our production and cash flows. We accomplish this primarily through successful drilling programs which requires substantial capital expenditures.

Future success in growing reserves and production will be highly dependent on capital resources available and the success of finding or acquiring additional reserves. We currently believe that net cash generated from borrowings activities, capital contributions, remaining proceeds from previous issuances of our Senior Unsecured Notes and equity units and proceeds under our Revolving Credit Facility will be adequate to satisfy near-term financial obligations and liquidity needs. To the extent our capital requirements exceed our internally generated cash flow and proceeds from asset sales, additional debt or equity may be issued to fund these requirements. Long-term cash flows are subject to a number of variables including the level of production and prices we receive for our production as well as various economic conditions that have historically affected the natural gas and oil business. Our ability to expand our reserve base is, in part, dependent on obtaining sufficient capital through internal cash flow, bank borrowings, asset sales or the issuance of debt or equity securities. There can be no assurance that internal cash flow and other capital sources will provide sufficient funds to maintain capital expenditures that we believe are necessary to offset inherent declines in production and proven reserves.

Credit Arrangements

Long-term debt at March 31, 2014 totaled $412.2 million and at December 31, 2013 totaled $389.2 million, consisting of our Senior Unsecured Notes.

The indenture governing our Senior Unsecured Notes imposes limitations on the payment of dividends and other restricted payments (as defined in the indenture). The indenture also contains customary covenants relating to debt incurrence, working capital, dividends and financial ratios. We were in compliance with all covenants at December 31, 2013.

In February 2014, we entered into our $500.0 million Revolving Credit Facility. As of March 21, 2014, the initial borrowing base under our Revolving Credit Facility was $50.0 million, of which $20.0 million was drawn at a weighted average interest rate of 1.99%. As of May 1, 2014, our borrowing base was increased to $100 million, of which $60 million was drawn. To ensure our borrowing base more closely conforms to our growth in reserves, the borrowing base under our Revolving Credit Facility is scheduled to be redetermined quarterly on April 1, July 1, October 1 of 2014 and January 1 of 2015 and semi-annually thereafter beginning on April 1, 2015 (April and October).

We have the right to redeem all or a portion of the Senior Unsecured Notes prior to December 20, 2015 by paying a redemption price equal to a “make whole premium” equal to the greater of 106.0% or an amount computed under the indenture governing the Senior Unsecured Notes plus accrued and unpaid interest. After December 20, 2015, we may redeem all or a part of the Senior Unsecured Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest:


Year following December 20, 2015	Redemption Price
Year 1		106.0	%
Year 2		103.0	%
Year 3 and thereafter		100.0	%

At our option, for the first 2 semi-annual interest payments following the date the notes were first issued, interest may be payable by increasing the principal amount of the Senior Unsecured Notes or by PIK interest. At our option, for the subsequent four semi-annual interest payments thereafter, interest may be payable in the form of 6.0% per annum in cash and 7.0% per annum in PIK interest. Thereafter, interest can only be paid as cash interest. Interest on the Senior Unsecured Notes paid by paying PIK interest accrues at 13.0%, while interest paid by cash accrues at 12.0%.

Commodity Hedging Activities

Our primary market risk exposure is in the prices we receive for our natural gas, NGLs and oil production. Realized pricing is primarily driven by the spot regional market prices applicable to our U.S. natural gas, NGLs

and oil production. Pricing for natural gas, NGLs and oil production has been volatile and unpredictable for several years, and we expect this volatility to continue in the future. The prices we receive for production depend on many factors outside of our control, including volatility in the differences between product prices at sales points and the applicable index price.

To mitigate the potential negative impact on our cash flow caused by changes in natural gas, NGLs and oil prices, we may enter into financial commodity derivative contracts to ensure that we receive minimum prices for a portion of our future natural gas production when management believes that favorable future prices can be secured. In January 2014, we entered into financial commodity derivative contracts in the form of natural gas swaps for a portion of our natural gas volume in 2014 and 2015. In February 2014, we entered into financial commodity derivative contracts in the form of a natural gas put spread for a portion of our natural gas volume in 2014. We plan to typically hedge the NYMEX Henry Hub price for natural gas, the West Texas Intermediate, or WTI, price for oil and an NGLs basket based on prices at Mont Belvieu, Texas.

Our hedging activities are intended to support natural gas, NGLs and oil prices at targeted levels and to manage our exposure to price fluctuations. The counterparty is required to make a payment to us for the difference between the floor price specified in the contract and the settlement price, which is based on market prices on the settlement date, if the settlement price is below the floor price. We are required to make a payment to the counterparty for the difference between the ceiling price and the settlement price if the ceiling price is below the settlement price. These contracts may include price swaps whereby we will receive a fixed price for our production and pay a variable market price to the contract counterparty, zero cost collars that set a floor and ceiling price for the hedged production, and puts which require us to pay a premium either up front or at settlement and allow us to receive a fixed price at our option if the put price is above the market price. As of March 21, 2014, we had entered into the following derivative contracts:


Description	Volume (MMBtu/d)		Production Period		Weighted Average Swap Price ($/MMBtu) ⁽¹⁾
Natural Gas Swaps:
		20,000		March 14—December 14	$	4.175
		20,000		January 15—December 15		4.090

Description:	Volume (MMBtu/d)		Production Period		Weighted Average Strike Price ($/MMBtu) ⁽²⁾
Natural Gas Put Spread:
Purchased Put		20,000		June 14—December 14	$	4.50
Sold Put		20,000		June 14—December 14	$	4.00

(1)

The natural gas derivative contracts are settled based on the month’s average daily NYMEX price of natural gas at Henry Hub.

(2)

The natural gas put spread contracts are settled based on the NYMEX price of natural gas at Henry Hub on the last commodity business day of the futures contract corresponding to the calculation period.

By using derivative instruments to hedge exposures to changes in commodity prices, we expose ourselves to the credit risk of our counterparties. Credit risk is the potential failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty is expected to owe us, which creates credit risk. To minimize the credit risk in derivative instruments, it is our policy to enter into derivative contracts only with counterparties that are creditworthy financial institutions deemed by management as competent and competitive market makers. The creditworthiness of our counterparties is subject to periodic review. We have derivative instruments in place with Bank of Montreal. We believe Bank of Montreal currently is an acceptable credit risk. As of March 31, 2014, we did not have any past due receivables from counterparties.

Capital Requirements

Our primary needs for cash are for exploration, development and acquisition of natural gas and oil properties and repayment of principal and interest on outstanding debt. During the three months ended March 31, 2014, costs incurred for drilling projects were $137.2 million, and for fiscal 2013 were $261.8 million. In the three months ended March 31, 2014 there were no acquisitions, while during fiscal 2013, costs incurred for acquisition of unproved property totaled $621.0 million, primarily in the Utica Shale. Our fiscal 2013 capital program, excluding acquisitions, was funded by net cash flow from operations, proceeds from asset sales and proceeds from the issuances of Senior Unsecured Notes and equity units. Our capital expenditure budget for fiscal 2014 excludes acquisitions, other than leasehold acquisitions, and is currently set at $696.3 million. We expect to fund our capital expenditures in fiscal 2014 with cash generated by operations, borrowings under our Revolving Credit Facility, net proceeds received from our previous issuance of Senior Unsecured Notes, and a portion of the net proceeds of this offering. The actual amount and timing of our future capital expenditures may differ materially from our estimates as a result of, among other things, natural gas, NGLs and oil prices, actual drilling results, the availability of drilling rigs and other services and equipment, and regulatory, technological and competitive developments. A reduction in natural gas, NGLs or oil prices from current levels may result in a decrease in our actual capital expenditures, which would negatively impact our ability to grow production. Our financing needs may require us to alter or increase our capitalization substantially through the issuance of debt or equity securities or the sale of assets.

Capitalization

As of March 31, 2014, December 31, 2013 and 2012, our total debt and capitalization were as follows (in millions):


	March 31 2014			2013			2012
Senior Unsecured Notes		412.2		$	389.2		$	—
Credit Facility		20.0			—			—
Partners’ capital		698.4			667.9			126.7

Total capitalization		1,130.6		$	1,057.1		$	126.7

Debt to capitalization ratio		36.5	%		36.8	%		0.0	%

Cash Contractual Obligations

Our contractual obligations include long-term debt, operating leases, drilling commitments, derivative obligations and asset retirement obligations. As of March 31, 2014 and December 31, 2013, we do not have any capital leases. As of March 31, 2014 and December 31, 2013, we do not have any significant off-balance sheet debt or other such unrecorded obligations and we have not guaranteed any debt of any unrelated party. The table below provides estimates of the timing of future payments that we are obligated to make based on agreements in place at March 31, 2014. In addition to the contractual obligations listed in the table below, our balance sheet at March 31, 2014 reflects accrued interest payable on our Senior Unsecured Notes of $11.4 million, compared to $20.3 million as of December 31, 2013. We settled $22.4 million of our accrued interest in January 2014 through the issuance of additional Senior Unsecured Notes. We expect to make interest payments of approximately $28.0 million on our Senior Unsecured Notes if paid with cash in 2014.

The following summarizes our contractual financial obligations at March 31, 2014 and their future maturities. We expect to fund these contractual obligations with cash generated from operating activities, borrowings under our Revolving Credit Facility, additional debt issuances and proceeds from asset sales (in millions).


	Payment due by period
	2014		2015		2016		2017 and 2018			Thereafter		Total
Senior Unsecured Notes ⁽¹⁾	$	—	$	—	$	—	$	400.0	⁽¹⁾	$	—	$	400.0
Credit Facility		—		—		—		20.0			—		20.0
Operating leases		0.2		0.2		0.2		0.2			—		0.8
Drilling rig commitments		5.4		—		—		—			—		5.4
Asset retirement obligation liability		—		—		—		—			9.1		9.1

Total contractual obligations	$	5.6	$	0.2	$	0.2	$	420.2		$	9.1	$	435.3

(1)

The ultimate settlement amount and timing cannot be precisely determined in advance. See Note 7 to our unaudited consolidated financial statements as of and for the three months ended March 31, 2014.

Other

We lease acreage that is generally subject to lease expiration if operations are not commenced within a specified period, generally 5 years and approximately 72% of our leases in the Utica Core Area have a 5-year extension at our option. We do not expect to lose significant lease acreage because of failure to commence operations due to inadequate capital, equipment or personnel. However, based on our evaluation of prospective economics, including the cost of infrastructure to connect production, we have allowed acreage to expire and will allow additional acreage to expire in the future. To date, our expenditures to comply with environmental or safety regulations have not been a significant component of our cost structure and are not expected to be significant in the future. However, new regulations, enforcement policies, claims for damages or other events could result in significant future costs.

Interest Rates

At March 31, 2014, we had $412.2 million as compared to $389.2 million as of December 31, 2013 of Senior Unsecured Notes outstanding that bear interest at a fixed cash interest rate of 12.0% and is due semi-annually from the date of issuance. At our option, the first two interest payments can be PIK Interest at a 13% per annum interest rate. Also at our option, the subsequent four semi-annual interest payments thereafter may be paid in the form of 6.0% per annum in cash and 7.0% per annum in PIK Interest. Thereafter (subsequent to the sixth semi-annual interest payment), interest can only be paid in cash at a 12.0% per annum interest rate.

In February 2014, we entered into our $500.0 million senior secured revolving credit facility. As of March 31, 2014, the initial borrowing base under our Revolving Credit Facility was $50.0 million, of which $20.0 million was drawn at a weighted average interest rate of 1.99%. As of May 1, 2014 our borrowing base was increased to $100 million, of which $60 million was drawn. Interest on outstanding borrowings under our Revolving Credit Facility will accrue based on, at our option, LIBOR or the alternate base rate, in each case, plus an applicable margin that is determined based on our utilization of commitments under our Revolving Credit Facility.

Off-Balance Sheet Arrangements

We do not currently utilize any off-balance sheet arrangements with unconsolidated entities to enhance our liquidity or capital resource position, or for any other purpose. However, as is customary in the oil and gas industry, we have various contractual work commitments which are described above under cash contractual obligations.

Inflation and Changes in Prices

Our revenues, the value of our assets and our ability to obtain bank loans or additional capital on attractive terms have been and will continue to be affected by changes in natural gas, NGLs and oil prices and the costs to produce our reserves. Natural gas, NGLs and oil prices are subject to significant fluctuations that are beyond our ability to control or predict. Although certain of our costs and expenses are affected by general inflation, it does not normally have a significant effect on our business. We expect costs in fiscal 2014 to continue to be a function of supply and demand.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at year end, the reported amounts of revenues and expenses during the year and proved natural gas and oil reserves. Some accounting policies involve judgments and uncertainties to such an extent there is a reasonable likelihood that materially different amounts could have been reported under different conditions, or if different assumptions had been used. We evaluate our estimates and assumptions on a regular basis. We base our estimates on historical experience and various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could differ from the estimates and assumptions used.

Certain accounting estimates are considered to be critical if (a) the nature of the estimates and assumptions is material due to the level of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to changes; and (b) the impact of the estimates and assumptions on financial condition or operating performance is material.

Natural Gas and Oil Properties

We follow the successful efforts method of accounting for natural gas and oil producing activities. Unsuccessful exploration drilling costs are expensed and can have a significant effect on reported operating results. Successful exploration drilling costs and all development costs are capitalized and systematically charged to expense using the units of production method based on proved developed natural gas and oil reserves as estimated by our engineers and audited by independent engineers. Costs incurred for exploratory wells that find reserves that cannot yet be classified as proved are capitalized on our balance sheet if (a) the well has found a sufficient quantity of reserves to justify its completion as a producing well; and (b) we are making sufficient progress assessing the reserves and the economic and operating viability of the project. Proven property leasehold costs are amortized to expense using the units of production method based on total proved reserves. Properties are assessed for impairment as circumstances warrant (at least annually) and impairments to value are charged to expense. The successful efforts method inherently relies upon the estimation of proved reserves, which includes proved developed and proved undeveloped volumes.

Proved reserves are defined by the SEC as those volumes of natural gas, NGLs, condensate and crude oil that geological and engineering data demonstrate with reasonable certainty are economically recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are volumes expected to be recovered through existing wells with existing equipment and operating methods, or in which the cost of the required equipment is relatively minor compared to the cost of a new well. Although our engineers are knowledgeable of and follow the guidelines for reserves established by the SEC, including the rule revisions designed to modernize the oil and gas company reserves reporting requirements which were adopted effective December 31, 2009, the estimation of reserves requires engineers to make a significant number of assumptions based on professional judgment. Reserve estimates are updated at least annually and consider recent production levels and other technical information. Estimated reserves are often

subject to future revisions, which could be substantial, based on the availability of additional information, including: reservoir performance, new geological and geophysical data, additional drilling, technological advancements, price and cost changes and other economic factors. Changes in natural gas, NGLs and oil prices can lead to a decision to start-up or shut-in production, which can lead to revisions to reserve quantities. Reserve revisions in turn cause adjustments in our depletion rates. We cannot predict what reserve revisions may be required in future periods. Reserve estimates are reviewed and approved by our Vice President, Business Development, Finance and Reservoir Engineering who reports directly to our Chief Financial Officer. For additional discussion, see “Business—Proved Reserves.” To further ensure the reliability of our reserve estimates, we engage independent petroleum engineers to prepare our estimates of proved reserves at least annually. NSAI, our independent petroleum engineers, prepared 100% of our reserves in 2014, 2013 and 2012.

Depletion rates are determined based on reserve quantity estimates and the capitalized costs of producing properties. As the estimated reserves are adjusted, the depletion expense for a property will change, assuming no change in production volumes or the capitalized costs. While total depletion expense for the life of a property is limited to the property’s total cost, proved reserve revisions result in a change in the timing of when depletion expense is recognized. Downward revisions of proved reserves may result in an acceleration of depletion expense, while upward revisions tend to lower the rate of depletion expense recognition. Estimated reserves are used as the basis for calculating the expected future cash flows from property asset groups, which are used to determine whether that property may be impaired. Reserves are also used to estimate the supplemental disclosure of the standardized measure of discounted future net cash flows relating to natural gas and oil producing activities and reserve quantities in Note 12 to our consolidated financial statements. Changes in the estimated reserves are considered a change in estimate for accounting purposes and are reflected on a prospective basis.

We monitor our long-lived assets recorded in natural gas and oil properties in our consolidated balance sheets to ensure they are fairly presented. We must evaluate our properties for potential impairment when circumstances indicate that the carrying value of an asset could exceed its fair value. A significant amount of judgment is involved in performing these evaluations since the results are based on estimated future events. Such events include a projection of future natural gas, NGLs and oil prices, an estimate of the ultimate amount of recoverable natural gas, NGLs and oil reserves that will be produced from the property asset groups future production, future production costs, future abandonment costs, and future inflation. The need to test a property asset group for impairment can be based on several factors, including a significant reduction in sales prices for natural gas, NGLs and/or oil, unfavorable adjustments to reserves, physical damage to production equipment and facilities, a change in costs, or other changes to contracts or environmental regulations. Our natural gas and oil properties are reviewed for potential impairments at the lowest levels for which there are identifiable cash flows that are largely independent of other groups of assets. All of these factors must be considered when testing a property asset groups carrying value for impairment.

The review is done by determining if the historical cost of proved properties less the applicable accumulated depreciation, depletion and amortization is less than the estimated undiscounted future net cash flows. The expected undiscounted future net cash flows are estimated based on our plans to produce and develop reserves. Expected undiscounted future net cash inflows from the sale of produced reserves are calculated based on estimated future prices and estimated operating and development costs. We estimate prices based upon market related information including published futures prices. The estimated future level of production, which is based on proved and risk adjusted probable reserves, has assumptions surrounding the future levels of prices and costs, field decline rates, market demand and supply and the economic and regulatory climates. In certain circumstances, we also consider potential sales of properties to third parties in our estimates of undiscounted future cash flows. When the carrying value exceeds the sum of undiscounted future net cash flows, an impairment loss is recognized for the difference between the estimated fair market value (as determined by discounted future net cash flows using a discount rate similar to that used by market participants) and the carrying value of the asset. We cannot predict whether impairment charges may be required in the future.

We believe that a sensitivity analysis regarding the effect of changes in assumptions on estimated impairment is impractical to provide because of the number of assumptions and variables involved which have interdependent effects on the potential outcome. If natural gas, NGLs and oil prices decrease or drilling efforts are unsuccessful, we may be required to record additional impairments.

We evaluate our unproved property investment periodically for impairment. The majority of these costs generally relate to the acquisition of leaseholds. The costs are capitalized and evaluated (at least quarterly) as to recoverability, based on changes brought about by economic factors and potential shifts in business strategy employed by management. Impairment of a significant portion of our unproved properties is assessed and amortized on an aggregate basis based on our average holding period, expected forfeiture rate and anticipated drilling success. Potential impairment of individually significant unproved property is assessed on a property-by-property basis considering a combination of time, geologic and engineering factors.

Acquisitions

As part of our business strategy, we periodically pursue the acquisition of oil and natural gas properties. The purchase price in an acquisition is allocated to the assets acquired and liabilities assumed based on their relative fair values as of the acquisition date, which may occur many months after the announcement date. Therefore, while the consideration to be paid may be fixed, the fair value of the assets acquired and liabilities assumed is subject to change during the period between the announcement date and the acquisition date. Our most significant estimates in our allocation typically relate to the value assigned to future recoverable oil and natural gas reserves and unproved properties. As the allocation of the purchase price is subject to significant estimates and subjective judgments, the accuracy of this assessment is inherently uncertain.

Asset Retirement Obligations

We have significant obligations to remove tangible equipment and restore land at the end of natural gas and oil production operations. Removal and restoration obligations are primarily associated with plugging and abandoning wells. Estimating the future asset removal costs is difficult and requires us to make estimates and judgments because most of the removal obligations are many years in the future and contracts and regulations often have vague descriptions of what constitutes removal. Asset removal technologies and costs are constantly changing, as are regulatory, political, environmental, safety and public relations considerations.

Inherent in the fair value calculation are numerous assumptions and judgments including the ultimate retirement costs, inflation factors, credit-adjusted discount rates, timing of retirement, and changes in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions impact the present value of the existing asset retirement obligation (“ARO”), a corresponding adjustment is made to the natural gas and oil property balance. For example, as we analyze actual plugging and abandonment in formation, we may revise our estimate of current costs, the assumed annual inflation of the costs and/or the assumed productive lives of our wells. In addition, increases in the discounted ARO liability resulting from the passage of time are reflected as accretion expense, a component of depletion, depreciation and amortization in the accompanying consolidated statements of operations. Because of the subjectivity of assumptions and the relatively long lives of most of our wells, the costs to ultimately retire our wells may vary significantly from prior estimates.

Revenue Recognition

Natural gas, NGLs and oil sales are recognized when the products are sold and delivery to the purchaser has occurred. We use the sales method to account for gas imbalances, recognizing revenue based on gas delivered rather than our working interest share of gas produced. We generally sell natural gas, NGLs and oil under two types of agreements, which are common in our industry. Both types of agreements include transportation charges. We report our gathering and transportation costs in accordance with Financial Accounting Standards Board (“FASB”) Section 605-45-05 of Subtopic 605-45 for Revenue Recognition.

Under one type of agreement, we sell natural gas, NGLs or oil at a specific delivery point, pay transportation, gathering and compression to a third party and receive proceeds from the purchaser with no deduction. In that case, we record these costs as transportation, gatherings and compression expense. The other type of agreement, which is only used on a portion of our historically acquired vertical wells, is a netback arrangement under which we sell natural gas and oil at the wellhead and collect a price, net of transportation incurred by the purchaser. In this case, we record revenue at the price we received from the purchaser. In the case of NGLs, we receive a net price from the purchaser (which is net of processing costs) which is recorded in revenue at the net price. Regardless of agreement type, revenue is recorded in the month the product is delivered to the purchaser as title has transferred.

To the extent we have not been paid for production related to a given reporting period, we record an accrual for revenue based on our estimate of the amount of production delivered to purchasers and the price we will receive, along with any related transportation costs. We estimate volumes delivered based on production information or from historical operating results of individual properties when production information is not available, for example, for certain non-operated properties. Prices for such production and related transportation costs are defined in sales contracts and are readily determinable based on publicly available indices. Given the information available to us, we do not believe there to be any material implications with respect to uncertainties in developing these estimates and historically, our actual receipts have not been materially different from our accruals. The purchasers of such production have historically made payment for oil, NGLs and natural gas purchases within 30-60 days of the end of each production month, at which time any variance between our estimated revenue and transportation costs and actual payments is recorded.

Quantitative and Qualitative Disclosures About Market Risk

The primary objective of the following information is to provide forward-looking quantitative and qualitative information about our potential exposure to market risks. The term “market risk” refers to the risk of loss arising from adverse changes in natural gas, NGLs and oil prices and interest rates. The disclosures are not meant to be precise indicators of expected future losses, but rather indicators of reasonably possible losses. This forward-looking information provides indicators of how we view and manage our ongoing market-risk exposure. All of our market-risk sensitive instruments were entered into for purposes other than trading. All accounts are US dollar denominated.

Commodity Price Risk

We are exposed to market risks related to the volatility of natural gas, NGLs and oil prices. Realized prices are primarily driven by worldwide prices for oil and spot market prices for North American gas production. Natural gas and oil prices have been volatile and unpredictable for many years. Natural gas prices affect us more than oil prices because approximately 63% of our March 31, 2014 and 67% of our December 31, 2013 proved reserves were natural gas.

For a discussion of how we use financial commodity derivative contracts to mitigate some of the potential negative impact on our cash flow caused by changes in natural gas prices, see “—Commodity Hedging Activities.”

Interest Rate Risk

At March 31, 2014, the cash interest rate with respect to our $412.2 million of Senior Unsecured Notes is fixed at 12.0%, and is due semi-annually from the date of issuance.

We will be exposed to interest rate risk in the future if we draw on our Revolving Credit Facility. Interest on outstanding borrowings under our Revolving Credit Facility will accrue based on, at our option, LIBOR or the alternate base rate, in each case, plus an applicable margin that is determined based on our utilization of commitments under our Revolving Credit Facility. As of March 31, 2014, the initial borrowing base under our Revolving Credit Facility was $50.0 million, of which $20.0 million was drawn at a weighted average interest rate of 1.99%. As of May 1, 2014, our borrowing base was increased to $100 million, of which $60 million was drawn.

BUSINESS

Please see “Defined Terms” on page ii of this prospectus for definitions of some terms used in this prospectus and Annex A to this prospectus for a glossary of other defined terms used in this prospectus, including certain oil and natural gas industry terms.

Our Company

We are an independent exploration and production company engaged in the acquisition and development of oil and natural gas properties in the Appalachian Basin. As of March 31, 2014, we had assembled a leasehold position approximating 227,230 net acres in Eastern Ohio. Approximately 96,240 of our net acres are located in what we believe to be the most prolific and economic area of the Utica Shale fairway, which we refer to as the Utica Core Area, and approximately 25,740 of these net acres are also prospective for the highly liquids rich area of the Marcellus Shale in Eastern Ohio within what we refer to as Our Marcellus Project Area. The geographic extent of the Utica Core Area and Our Marcellus Project Area is depicted on the map located on the inside cover of this prospectus and defined in the section of this prospectus titled “Defined Terms.” We are the operator of approximately 81% of our net acreage within the Utica Core Area and Our Marcellus Project Area. As of March 31, 2014, we had identified 863 net horizontal drilling locations across our acreage, comprised of 668 locations within the Utica Core Area and 195 locations within Our Marcellus Project Area. As of March 31, 2014, we, or our operating partners, had commenced drilling 72 gross wells within the Utica Core Area and 3 gross wells within Our Marcellus Project Area. We intend to focus on developing our substantial inventory of horizontal drilling locations and will continue to opportunistically add to our acreage position where we can acquire acreage at attractive prices.

We have assembled a team of executive and operating professionals with significant knowledge and experience in the Appalachian Basin, particularly with respect to drilling unconventional oil and natural gas wells, managing large scale drilling programs and optimizing the value of the associated production through a coordinated midstream effort. Our senior management has over 250 years of combined engineering, land, legal and financial expertise. Benjamin W. Hulburt, our Chairman, President and Chief Executive Officer, and Christopher K. Hulburt, our Executive Vice President, Secretary and General Counsel, co-founded Eclipse Resources in 2011. Ben Hulburt co-founded Rex Energy where he served as its President and Chief Executive Officer from the company’s inception through its considerable growth and entry into the liquids rich region of the Marcellus Shale. Chris Hulburt was formerly the Executive Vice President, Secretary and General Counsel of Rex Energy. Thomas S. Liberatore, our Executive Vice President and Chief Operating Officer, was formerly the Vice President and Appalachian Basin Regional Manager for Cabot Oil & Gas, where he led that company’s entry into its industry leading Marcellus Shale position in Northeastern Pennsylvania. Additionally, our Vice President of Drilling & Completions; Geology; Operations; Land; and Health, Safety, Environment & Regulatory all have significant experience in the Appalachian region. See “Management.”

We began assembling our acreage position in 2011 based upon a rigorous analytical evaluation of the shale properties within the Utica and Point Pleasant formations across Eastern Ohio. Based upon this evaluation, which incorporated multiple high-graded geological and petrophysical characteristics, we concentrated our acreage acquisition efforts in an area spanning parts of 5 counties that we believed would be the most prolific region of the play. This area, covering parts of Noble, Guernsey, Monroe, Belmont and Harrison counties, is located in what we now refer to as the Utica Core Area. According to the Ohio Department of Natural Resources, as of February 8, 2014, there were 310 producing horizontal Utica Shale wells in the State of Ohio, 107 of which were in these 5 counties. Based upon production data from the wells we have drilled or participated in and our analysis of the results publicly released by other operators, we believe that our evaluation of the Utica Shale has been validated and that the Utica Core Area, where we have accumulated a substantially contiguous position of approximately 96,240 net acres, is the most prolific part of the play.

The composition of production from our wells and those of offset operators has corroborated our view that there are various type curve areas in the Utica Core Area moving from east to west in the play. Across the Utica Core Area, the eastern boundary is more thermally mature and expected to produce dry gas, while the western boundary is less thermally mature and expected to produce a greater proportion of condensate and NGLs in addition to natural gas. We classify our acreage between these boundaries as being prospective for Dry Gas, Rich Gas, Condensate or Rich Condensate. We expect our Marcellus Project Area to produce a significant proportion of condensate and NGLs in addition to natural gas. Additionally, we own approximately 131,070 net acres (which are approximately 85% held by production) outside of the Utica Core Area that may be prospective for the oil window of the Utica Shale representing upside potential. The table below outlines our Utica Core Area and Our Marcellus Project Area acreage and identified drilling locations within each type curve area as of March 31, 2014, along with a summary of our expected 2014 drilling plan:


				Identified Drilling Locations				2014 Drilling Plan
Type Curve Area	Net Acreage ⁽¹⁾			Gross ⁽²⁾		Net ⁽²⁾		Gross Wells Spud ⁽³⁾		Net Wells Spud ⁽³⁾		Net Wells Turned to Sales ⁽³⁾
Dry Gas.		32,670			771		210		29		9.6		4.4
Rich Gas		34,160			937		239		61		16.7		6.8
Condensate		25,150			647		169		83		43.1		27.7
Rich Condensate		5,260			422		49		0		0		0

Total Utica Core Area		96,240			2,777		667		173		69.4		38.9

Marcellus Project Area		25,740	⁽⁴⁾		604		195		3		0.1		1.2

Total					3,381		863		176		69.5		40.1

(1)

(2)

(3)

73 gross operated wells and 103 gross non-operated wells planned to be spud, and 42 gross operated wells and 63 gross non-operated wells planned to be turned to sales.

(4)

Acreage in Our Marcellus Project Area is also included in our total Utica Core Area acreage.

Our Properties

Utica Shale

results as measured by initial production rates. Our analysis of wells in the Utica Core Area fairway, which we believe to be the most prolific area of the play, indicates that single well rates of return in that region may rival any onshore resource play in North America.

When we plan our drilling program, we expect to drill wells with an average lateral length of approximately 6,000 feet, which generally enables us to deploy 4 horizontal wells (assuming 1,000 foot interlateral spacing) or 5 horizontal wells (assuming 750 foot interlateral spacing) in a drilling unit consisting of approximately 640 acres. In order to improve the comparability of well results publicly disclosed by different operators to the results we expect from our drilling program, we normalize the initial production rate data to a 6,000 foot lateral, which we refer to as a Normalized 6,000 Foot IP. The following table illustrates the initial production rates, Normalized 6,000 Foot IP and hydrocarbon composition for the 56 wells we have evaluated in the Utica Core Area. The wells in the following table have been grouped by their location within the type curve areas that we use to classify our acreage within the Utica Core Area. Within each classification, such wells are sorted in descending order by Normalized 6,000 Foot IP. See page 25 of this prospectus for a discussion of certain risks and uncertainties relating to our use of publicly disclosed initial production rates in this prospectus.


Map	Well Name	Operator	Eclipse Partici- pation	Normalized 6,000 ft. IP (Boe/d) ⁽¹⁾		Lateral Length (ft)		24 Hr IP ⁽¹⁾ (Boe/d)		24 Hr Gas IP ⁽¹⁾ (MMcf/ d)		Gas (Btu)		Gas Shrink (%) ⁽¹⁾		NGLs Yield ⁽¹⁾ (Bbls/ MMcf)		Cond. Yield (Bbls/ MMcf)		% NGLs ⁽¹⁾		% Cond.
1	Stalder 3UH	MHR	X		6,436		5,050		5,417		32.5		*		—		—		—		—		—
2	Irons 1-4H	Gulfport			4,571		6,629		5,050		30.3		1,072		—		—		—		—		—
3	Porterfield 1H-17	Hess			4,105		5,000		3,421		*		*		*		*		*		21		*
4	Tippens 6HS	Eclipse	X		3,966		5,850		3,867		23.2		1,035		—		—		—		—		—
5	Richland B 1H-34	Hess			3,651		4,905		2,985		*		*		*		*		*		*		*
6	Stutzman 1-14H	Gulfport			2,821		8,634		4,060		21.0		1,078		11		45		—		23		—
Dry Gas Average:					4,258		6,011		4,133		26.8		1,062		3		11		—		9		—
7	Yontz 1H	Antero			10,415		5,115		8,879		38.9		1,161		13		82		1		36		1
8	Rubel 1H	Antero			7,248		6,554		7,917		31.1		1,231		17		109		7		43		3
9	Rubel 2H	Antero			7,137		6,571		7,816		30.9		1,217		17		106		8		42		3
10	Norman 1H	Antero			6,745		5,498		6,181		26.1		1,186		15		93		2		39		1
11	Rubel 3H	Antero			6,629		6,424		7,097		28.4		1,220		17		106		5		42		2
12	Shugert 1-12H	Gulfport			5,477		8,197		7,482		28.5		1,204		10		102		11		39		4
13	Noble 1H	Rex			5,218		3,378		2,938		8.0		1,216		20		152		49		41		13
14	Guernsey 2H	Rex			5,128		3,640		3,111		8.1		1,207		20		148		70		39		18
15	Shugert 1-1H	Gulfport			5,119		5,758		4,913		20.0		1,204		17		100		7		41		3
16	Guernsey 1H	Rex			4,964		3,587		2,968		7.6		1,216		20		152		72		39		18
17	Gary 2H	Antero			4,885		8,900		7,246		28.9		1,220		16		106		6		42		2
18	Dollison 1 H	Antero	X		4,398		6,253		4,583		12.5		1,238		18		119		112		32		30
19	Wagner 1-28H	Gulfport			3,426		8,143		4,650		17.1		1,214		18		110		25		40		9
20	Buell 8H	CHK			2,814		6,418		3,010		9.5		*		*		*		*		*		*
21	J. Anderson 2H	Rex			2,783		4,250		1,971		5.2		1,257		12		147		83		39		22
22	J. Anderson 5H	Rex			2,713		4,250		1,922		5.1		1,257		12		156		76		41		20
23	J. Anderson 3H	Rex			2,620		4,250		1,856		5.0		1,257		12		151		71		41		19
24	J. Anderson 4H	Rex			2,616		4,250		1,853		5.0		1,257		12		150		73		40		20
25	J. Anderson 1H	Rex			2,584		4,250		1,830		5.1		1,257		12		146		69		40		19
26	Cadiz 1H-23	Hess			2,568		5,257		2,250		*		*		*		*		*		*		*
27	Wagner 3-28H	Gulfport			2,278		6,867		2,607		9.7		1,214		18		110		22		41		8
28	McCort 1-28H	Gulfport			1,774		7,501		2,218		9.6		1,167		14		87		—		38		—
29	McCort 2-28H	Gulfport			1,708		9,489		2,701		11.6		1,167		14		87		2		37		1
Rich Gas Average:					4,402		5,861		4,261		16.0		1,217		15		120		37		40		10
30	Milligan 2H	Antero	X		6,712		5,989		6,700		17.2		1,276		22		137		121		35		31
31	Milligan 3H	Antero	X		6,095		5,267		5,350		15.4		1,276		21		137		80		39		23
32	Wayne 4H	Antero	X		5,265		6,493		5,698		14.2		1,265		21		134		135		33		34
33	Wayne 3HA	Antero	X		5,231		6,712		5,852		14.7		1,272		21		137		130		34		33
34	Coal 3H	Antero	X		4,544		7,768		5,883		15.1		1,278		22		137		123		35		31
35	Wayne 2H	Antero	X		4,191		6,094		4,257		10.9		1,281		22		138		122		35		31
36	Milligan 1H	Antero	X		4,009		6,436		4,300		10.6		1,276		22		138		136		34		34
37	Miley 2H	Antero	X		3,647		6,153		3,740		8.6		1,278		22		136		169		31		39
38	BK Stephens 1-16H	Gulfport			3,420		5,276		3,007		6.9		1,207		11		110		177		25		41
39	Miley 5HA	Antero	X		3,211		6,296		3,369		7.7		1,291		22		142		167		32		38
40	Detweiler 42-3H	PDC			3,163		3,868		2,039		3.3		1,263		21		173		327		28		53
41	Rector 1H	Carizo	X		2,339		7,890		3,076		5.6		1,248		17		111		300		20		55
42	Ryser 1-25H	Gulfport			2,109		8,291		2,914		5.9		1,160		21		110		252		22		51
43	Clay 1-4H	Gulfport			1,812		7,372		2,226		5.9		1,258		27		129		127		34		34
44	Boy Scout 5-33H	Gulfport			1,654		6,029		1,662		2.9		1,259		22		132		311		23		54
45	Stout 1-28H	Gulfport			1,526		6,003		1,527		4.2		1,237		19		123		105		34		29
46	Boy Scout 4-33H	Gulfport			1,070		5,848		1,043		2.0		1,289		22		132		260		25		50
47	Stout 2-28H	Gulfport			1,127		6,914		1,299		3.3		1,269		20		135		125		34		32
48	Clay 3-4H	Gulfport			910		6,715		1,019		2.5		1,258		27		129		157		32		38
Condensate Average:					3,265		6,390		3,419		8.3		1,260		21		133		175		31		38
49	Boy Scout 1-33H	Gulfport			2,600		7,974		3,456		7.1		1,310		25		142		220		29		45
50	Onega Commissioners 14-25H	PDC			2,280		3,950		1,501		2.3		1,254		20		183		445		28		67
51	Groh 1-12H	Gulfport			2,144		5,414		1,935		2.8		1,247		18		131		424		19		61
52	Lyon 2-27H	Gulfport			1,591		7,100		1,883		1.8		1,320		23		155		763		15		73
53	Lyon 1-27H	Gulfport			1,577		6,694		1,759		2.5		1,271		21		137		435		19		62
54	Sanford 1H	Antero	X		962		7,159		1,148		1.8		1,316		22		142		363		22		57
55	Boy Scout 2-33H	Gulfport			922		8,511		1,308		2.1		1,310		25		142		356		23		57
56	Lyon 3-27H	Gulfport			869		7,004		1,014		2.0		1,271		21		137		239		27		47
Rich Condensate Average:					1,618		6,726		1,751		2.8		1,287		22		146		405		23		59

Source: Company Filings, Investor Presentations and Ohio Department of Natural Resources

(1)

Equivalent rates, gas shrink %, NGLs yield and % NGLs assume ethane recovery. Unless otherwise noted in this footnote, represents post-processing IP with a testing period of 24 hours. For the following wells, represents IP rates with the following testing periods: (i) Rubel 2H—6 hours, (ii) Rubel 3H—4 hours, (iii) Shugert 1-1H—32 hours, (iv) Shugert 1-12H—18 hours, (v) Clay 1-4H—12 hours, (vi) McCort 1-28H, McCort 2-28H and Wagner 3-28H—7 days each, and (vii) J. Anderson 2H, J. Anderson 5H, J. Anderson 3H, J. Anderson 4H and J. Anderson 1 H—5 days each

Not available

As shown on the following map, which should be read in conjunction with the preceding table, the highest publicly disclosed Normalized 6,000 Foot IPs within each type curve area are located in close proximity to the greatest concentration of our acreage. Based upon the production data we have analyzed, we believe that our acreage is located within the most prolific and economic region of the Utica Core Area.

LOGO

Eclipse Utica Shale Prospective Acreage Area represents the areas within the Utica Shale in which the highest concentration of our acreage and interests are located and in which we intend to focus our drilling efforts.

Marcellus Shale

As of March 31, 2014, we had approximately 25,740 net acres in the highly liquids rich area of the Marcellus Shale in Eastern Ohio within what we refer to as Our Marcellus Project Area. The reservoir underlying this acreage is less thermally mature than the Marcellus Shale in Southwestern Pennsylvania, and consequently, we believe natural gas production from this area will yield significant NGLs and condensate. We believe that publicly disclosed well results from other operators on and near our acreage and our Tippens 6HM well have confirmed our views regarding the richness of the gas and presence of both NGLs and condensate in this area. For example, in December 2011, Stone Energy reported average initial production rates from its 11 Marcellus Shale wells in the Mary Field in Wetzel County, West Virginia of 3-5 MMcf of gas per day with initial condensate yields of 70-100 barrels per MMcf of gas and that it expected 40 barrels of NGLs per MMcf of gas. These wells are located approximately 5 miles east of Our Marcellus Project Area. In addition, in January 2012, Protégé Energy II LLC reported its drilling results for the Eisenbarth 3-H well to the State of Ohio with an initial production rate of 3.6 MMcf of gas and 397 barrels of condensate per day, equating to a condensate yield of 111 barrels per MMcf of gas. The Eisenbarth 3-H well is located in the center of Our Marcellus Project Area as shown on the map below. In December 2013, Magnum Hunter announced 3 new Marcellus Shale wells in Monroe County approximately 3 miles east of Our Marcellus Project Area. Magnum Hunter reported an average initial production rate of 3.9 MMcf of gas and 596 barrels of condensate, equating to a condensate yield of 153 barrels per MMcf of gas. We own a 17.7% interest in 1 of the 3 announced wells. In 2013, we drilled the Tippens 6HM well to delineate the western limit of our acreage that we believed to be prospective for the Marcellus Shale. The Tippens 6HM well produced at a peak rate of 885 Mcf and 162 barrels of condensate per day, with 1,336 Btu gas. Based on gas samples in the immediate area and results from the Tippens 6HM, we expect the gas produced from our acreage in Our Marcellus Project Area to have a heating value of approximately 1,250-1,450 Btu.

Based on the well results from other operators discussed above and the Tippens 6HM well, we have limited our Marcellus Shale Project Area to the portion of our acreage extending eastward from the Tippens 6HM well. We believe this area will have sufficient depth, reservoir pressure and thermal maturity to produce at rates that meet our economic thresholds. In determining our Marcellus Shale drilling locations, we have included only those locations within the boundaries shown on the map below.

LOGO

Eclipse Marcellus Shale Prospective Acreage Area represents the area within the Marcellus Shale in which the highest concentration of our acreage and interest are located and in which we intend to focus our drilling efforts.

Activity

Our first operated Utica Shale horizontal well, the Tippens 6HS, which is located in the Dry Gas Window, had an initial peak production rate of 23.2 MMcf per day of natural gas, or 3,867 Boe per day, at a 28/64 ^th choke with approximately 5,300 psi casing pressure. The Tippens 6HS was drilled with a completed lateral section of approximately 5,850 feet and completed with 19 stages. The well was connected to a sales line on December 21, 2013 and produced a cumulative total of approximately 549 MMcf of natural gas for an average rate of 18.3 MMcf per day in its first 30 days after connecting to a sales line.

As of March 31, 2014, we were operating 3 horizontal rigs and 1 top-hole rig in the Utica Core Area. We frequently utilize top-hole rigs ahead of our horizontal rigs to drill the vertical portion of our wells in order to maximize the drilling efficiency of our larger horizontal drilling rigs and reduce overall costs. The table and map on the following pages summarize the wells we are currently participating in as an operator and as a non-operated working interest partner (as of March 31, 2014):


Operated
Map	Well Name	Working Interest%	Net Revenue Interest%	Operator	Area	Permitted Lateral Length (ft)	Status
1	Hayes 2H	93.55%	81.86%	Eclipse	Condensate	6,267	Drilling—Top Hole
2	Hayes 4H	93.55%	81.86%	Eclipse	Condensate	6,267	Drilling—Top Hole
3	Hayes 6H	93.55%	81.86%	Eclipse	Condensate	6,267	Drilling—Top Hole
4	Hayes 8H	93.55%	81.86%	Eclipse	Condensate	6,267	Drilling—Top Hole
5	Mizer Farms 1H	51.70%	45.24%	Eclipse	Condensate	6,063	Drilling—Top Hole
6	Mizer Farms 3H	51.70%	45.24%	Eclipse	Condensate	5,643	Drilling—Top Hole
7	Mizer Farms 5H	51.70%	45.24%	Eclipse	Condensate	5,643	Drilling—Top Hole
8	Pora 2H	90.17%	78.90%	Eclipse	Condensate	8,077	Drilling—Top Hole
9	Pora 6H	90.17%	78.90%	Eclipse	Condensate	7,994	Drilling—Top Hole
10	Mizer 2H	64.58%	56.51%	Eclipse	Condensate	6,062	Drilling
11	Mizer Farms 7H	51.70%	45.24%	Eclipse	Condensate	5,643	Drilling
12	Herrick A 3H	100%	80.00%	Eclipse	Dry Gas	6,000	Awaiting Completions
13	Herrick C 8H	80.50%	64.40%	Eclipse	Dry Gas	6,430	Awaiting Completions
14	Mizer 4H	64.58%	56.51%	Eclipse	Condensate	6,062	Awaiting Completions
15	Mizer 6H	64.58%	56.51%	Eclipse	Condensate	6,062	Awaiting Completions
16	Mizer 8H	64.58%	56.51%	Eclipse	Condensate	6,061	Awaiting Completions
17	Mizer 10H	64.58%	56.51%	Eclipse	Condensate	6,061	Awaiting Completions
18	Mizer Farms 9H	51.70%	45.24%	Eclipse	Condensate	5,643	Awaiting Completions
19	Shroyer 2H	92.98%	74.38%	Eclipse	Dry Gas	8,208	Awaiting Completions
20	Shroyer 4H	92.98%	74.38%	Eclipse	Dry Gas	7,959	Awaiting Completions
21	Herrick B 5H	70.39%	56.31%	Eclipse	Dry Gas	6,419	Completing

Non-Operated
Map	Well Name	Working Interest%	Net Revenue Interest%	Operator	Area	Permitted Lateral Length (ft)	Status
22	Amanda 1-14H	2.70%	2.16%	Gulfport	Dry Gas	7,886	Drilling
23	Law Unit 2H	23.29%	18.86%	Antero	Condensate	6,351	Drilling
24	McDougal Unit 2H	2.55%	2.07%	Antero	Rich Gas	8,882	Drilling
25	McDougal Unit 3H	2.55%	2.06%	Antero	Rich Gas	7,951	Drilling
26	Perkins 2-4H	6.43%	5.14%	Gulfport	Dry Gas	6,506	Drilling
27	DK Carpenter 1H	0.01%	0.00%	Antero	Rich Gas	10,632	Awaiting Completion
28	DK Carpenter 2H	0.01%	0.00%	Antero	Rich Gas	9,979	Awaiting Completion
29	Kirkwood 1H 33	0.09%	0.07%	Hess	Rich Gas	5,862	Awaiting Completion
30	Kirkwood 2H 33	0.09%	0.07%	Hess	Rich Gas	6,574	Awaiting Completion
31	Kirkwood 4H 33	0.09%	0.07%	Hess	Rich Gas	4,857	Awaiting Completion
32	Law Unit 1H	23.29%	18.86%	Antero	Condensate	5,529	Awaiting Completion
33	McDougal Unit 1H	3.52%	3.08%	Antero	Rich Gas	9,240	Awaiting Completion
34	Perkins 1-4H	6.43%	5.14%	Gulfport	Dry Gas	6,159	Awaiting Completion
35	Shugert 3-12H	3.36%	2.72%	Gulfport	Rich Gas	9,444	Awaiting Completion
36	Shugert 4-12H	3.26%	2.61%	Gulfport	Rich Gas	9,246	Awaiting Completion
37	Vorhies Unit 2H	23.69%	19.19%	Antero	Condensate	9,312	Awaiting Completions
38	Vorhies Unit 3H	23.69%	19.19%	Antero	Condensate	8,985	Awaiting Completions
39	Kirkwood 3H 33	0.09%	0.07%	Hess	Rich Gas	7,076	Completing
40	Schafer 1H	24.11%	19.53%	Antero	Condensate	7,609	Completing
41	Schafer 2H	24.11%	19.53%	Antero	Condensate	8,587	Completing
42	Shugert 2-12H	3.36%	2.72%	Gulfport	Rich Gas	7,743	Completing
43	Vorhies Unit 1H	23.69%	19.19%	Antero	Condensate	9,826	Completing
44	Dollison 2H	30.00%	24.51%	Antero	Rich Gas	5,637	Awaiting Midstream
45	Dollison 3H	30.00%	24.51%	Antero	Rich Gas	6,067	Awaiting Midstream
46	Dollison 4H	30.00%	24.51%	Antero	Rich Gas	6,396	Awaiting Midstream
47	Ormet 3-9H	17.73%	15.17%	MHR	Marcellus	4,797	Awaiting Midstream
48	Rector 1H	1.39%	1.11%	Carrizo	Condensate	7,151	Awaiting Midstream
49	Richard Stalder A-2MH	46.81%	39.14%	MHR	Marcellus	5,363	Awaiting Midstream
50	Yockey 3H	30.69%	26.86%	Chesapeake	Condensate	5,138	Awaiting Midstream
51	Yockey 7H	39.71%	34.63%	Chesapeake	Condensate	5,138	Awaiting Midstream

LOGO

We expect to continue running 3 operated horizontal rigs through the completion of this offering, increasing to 6 operated horizontal rigs by year end 2014. During 2014, we anticipate spudding a total of 73 gross (53 net) operated wells and expect to participate in 103 gross (17 net) non-operated wells, primarily with Antero Resources, Gulfport Energy, Chesapeake Energy and Magnum Hunter.

Midstream Agreements

The following table illustrates the committed gathering and processing volumes associated with our operated assets through 2018:


Firm Gathering and Processing Volumes
Year	Gathering (MMcf/d)		Cryogenic Processing (MMcf/d)
2014		155		55
2015		475		225
2016		700		400
2017		720		420
2018		660		360

Our Competitive Strengths

We have a number of competitive strengths that we believe will help us to successfully execute our business strategies, including:

•

Premier Acreage Positions in the Core of the Utica Shale and the Highly Liquids Rich Area of the Marcellus Shale. We own an extensive and substantially contiguous acreage position in two of the premier North American shale plays. We have approximately 96,240 net acre position in the Utica Core Area concentrated in a region where the highest initial production rates have been reported. Based upon the production data for wells that we have drilled or participated in as well as the initial production rates of wells that have been publicly disclosed by other operators, we believe that our acreage is located within the most prolific and economic region of the Utica Core Area. Additionally, based on the results of our first 2 Marcellus Shale wells completed within our 25,740 net acre Marcellus Shale Project Area, we believe Marcellus Shale wells within this area will produce rich natural gas with a heat content of approximately 1,250-1,450 Btu, and a condensate yield of approximately 100-200 barrels per MMcf of gas. Furthermore, we own approximately 131,070 net acres (which are approximately 85% held by production) outside of the Utica Core Area that may be prospective for the oil window of the Utica Shale representing upside potential.

•

Multi-Year Drilling Inventory. As of March 31, 2014, we had identified approximately 3,381 gross (863 net) horizontal drilling locations within the Utica Core Area and Our Marcellus Project Area. We have drilled or commenced drilling 75 of these gross wells as of March 31, 2014. We plan to spud or participate in 176 gross (69 net) wells in those areas during 2014, representing a 19-year drilling inventory, which we calculate by dividing gross remaining identified drilling locations by gross wells expected to be spud in the 2014 drilling plan. We operate approximately 81% of our net acreage and the substantially contiguous nature of our leasehold enables us to enhance our single well economics by efficiently creating pad sites to drill multiple wells at the most effective lateral lengths. In determining our drilling locations, we have laid out a drilling plan that assumes average lateral lengths of 6,000 feet and interlateral spacing of 750 feet between wells for our operated acreage in the Rich Gas, Condensate and Rich Condensate Windows of the Utica Core Area and Our Marcellus Shale Project Area, and 1,000 feet between wells for our operated acreage in the Dry Gas Window of the Utica Core Area. These identified drilling locations are shown on the map on the inside cover of this prospectus. Operators are currently testing tighter spacing, and if our acreage can support tighter spacing, then we expect that our number of drilling locations would significantly increase. Additionally, we expect to add net locations to our inventory as we lease or acquire incremental acreage and establish drilling units on acreage that does not currently support a 6,000 foot lateral.

•

Expertise and Experience in Unconventional Resource Plays, Particularly the Appalachian Basin. We have assembled a strong executive and technical staff that has extensive experience in horizontal drilling, operating multi-rig development programs and using advanced drilling and completion technology, predominately in the Appalachian Basin. We have sought to hire personnel who we believe to be the best in their field not only with respect to technical expertise but also specifically with direct experience in the Appalachian Basin and the Utica and Marcellus Shales. Several members of our executive management team have extensive experience managing the successful early entrance and development in emerging unconventional areas of the Appalachian Basin, having led these efforts at companies such as Cabot Oil & Gas, Rex Energy and Chesapeake Energy.

•

Secure Processing, Fractionation and Pipeline Takeaway Capacity. To ensure sufficient capacity is available to handle our forecasted volumes as wells come online, we have obtained firm gathering, cryogenic processing and fractionation capacity for a significant portion of our operated acreage in the Rich Gas, Condensate and Rich Condensate Windows of the Utica Core Area with Blue Racer. Additionally, we have contracted with Eureka Hunter for firm gathering services on a significant portion of our operated acreage in the Dry Gas Window of the Utica Core Area. Our non-operated production operated by Antero Resources is marketed and processed by Antero Resources on our behalf and is currently being processed and fractionated by MarkWest Energy Partners. Further, our acreage position is

centered near the confluence of several interstate pipeline systems including Texas Eastern, Rockies Express, Dominion Transmission, Dominion East Ohio and Tennessee Gas. This location provides us with the opportunity to assemble a diversified strategy to sell our gas, both within the Appalachian Region, and in other areas including the Gulf Coast and Mid-West markets. Additionally, we have recently entered into a long-term agreement with Shell to sell a significant portion of our projected ethane production from our rich gas assets, pending construction of their ethane cracker facility, which we expect to realize a premium price compared to net prices currently available after deducting transportation costs. We believe this approach will offer us diversity of revenue streams and a unique ability to manage our basis risk through a combination of long-term firm transport actions, short to medium-term firm sales agreements, and short-term spot gas sales to capture market fluctuations.

•

Proven Management Team that is Highly Aligned with Stockholders. Our management team possesses extensive oil and natural gas acquisition and development expertise in shale plays, particularly within the Appalachian Basin, and will have a significant economic interest in us upon completion of this offering. Several members of our senior management team have significant experience managing public companies, which we believe will benefit our stockholders. Management’s economic interest in us will initially be held in the form of incentive units issued by Eclipse Holdings and could increase following completion of this offering, without diluting public investors, if our stock price appreciates. See “Executive Compensation—Long-term Incentive Compensation—Incentive Units” for a description of the incentive units. Management’s current ownership interest in Eclipse Holdings combined with its potential for increased ownership interest in Eclipse Holdings provides a strong incentive for management to grow the value of our company.

Our Business Strategy

•

Aggressively Grow Production, Cash Flow and Reserves through the Economic Development of Our Drilling Inventory. We intend to aggressively develop our portfolio of identified drilling locations to maximize the present value of the substantial resource we have accumulated. Our management team has considerable experience managing large-scale drilling programs and is focused on growing production, cash flow and reserves in an economically efficient manner. We began to delineate our acreage position within the Utica Core Area and Our Marcellus Project Area in 2013. We are currently operating 3 horizontal rigs, and we expect to bring our total operated horizontal rig count to 6 by year end 2014. In 2014, we plan to invest $577.4 million in drilling and completion capital and plan to spud or participate in 176 gross (69 net) shale wells.

•

partners’, well results and midstream plans. We believe that our current operated rig count, along with our participation in non-operated wells with at least 7 different operators in the Utica Core Area, has provided and will continue to provide us with a growing body of data which will allow us to further optimize our drilling and completion techniques and enhance well economics.

•

Continue Growing Our Core Acreage Position through Leasing and Strategic Acquisitions. We intend to continue to identify and acquire additional acreage and producing assets in our core areas. Based on specific geological and technical analysis, we initially targeted and acquired 27,000 net acres in the southern portion of the Utica Core Area in 2011, and as of March 31, 2014, we have grown our position in the Utica Core Area to approximately 96,240 net acres. We believe our technical assessment of the most productive area within the Utica Shale has been validated by the highest initial production rates in the play and that our approximately 96,240 net acres are in the most prolific and economic part of the play. We will continue to pursue both large and small acreage acquisitions to add to our inventory and increase our number of operated drilling units.

Proved Reserves

As of December 31, 2013 and March 31, 2014, our estimated proved reserves were 78.5 Bcfe, or 13.1 MMBoe, and 109.6 Bcfe, or 18.3 MMBoe, respectively, based on reserve reports prepared by Netherland, Sewell & Associates, Inc., or NSAI, our independent petroleum engineers. As of December 31, 2013, our estimated proved reserves were approximately 67% natural gas, 15% NGLs and 18% oil, and approximately 57% were proved developed reserves. As of March 31, 2014, our estimated proved reserves were approximately 63% natural gas, 21% NGLs and 16% oil, and approximately 52% were proved reserves. The following table provides information regarding our proved reserves as of December 31, 2013 and March 31, 2014:


	Estimated Total Proved Reserves
	Oil (MMBbls)		NGLs (MBbls)		Natural Gas (Bcf)		Total (Bcfe)		Total (MMBoe)		% Liquids			% Developed			PV-10 ⁽¹⁾ (in millions)
December 31, 2013		2.4		1.9		52.3		78.5		13.1		33.3	%		56.7	%	$	155.3
March 31, 2014		3.0		3.8		69.0		109.6		18.3		37.1	%		51.8	%	$	253.8

(1)

PV-10 is a non-GAAP financial measure and generally differs from standardized measure, the most directly comparable GAAP financial measure, because it does not include the effects of income taxes on future net revenues. As we were not subject to entity level taxation, there is no difference between PV-10 and our standardized measure in this regard. However, in connection with the closing of this offering, as a result of our corporate reorganization, we will be a corporation subject to federal income tax and our future income taxes will be dependent upon our future taxable income, and following our corporate reorganization our calculation of standardized measure would include such tax inputs. Neither PV-10 nor standardized measure represents an estimate of the fair market value of our oil and natural gas properties. We and others in the industry use PV-10 as a measure to compare the relative size and value of proved reserves held by companies without regard to the specific tax characteristics of such entities.

Oil and Natural Gas Data

Proved Reserves

Evaluation and Review of Proved Reserves. Our historical proved reserve estimates were prepared by NSAI. The technical persons responsible for preparing our proved reserve estimates meet the requirements with regard to qualifications, independence, objectivity and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. NSAI does not own an interest in any of our properties, nor is it employed by us on a contingent basis. A copy of NSAI’s proved reserve reports as of March 31, 2014, December 31, 2013 and December 31, 2012 are attached hereto as exhibits.

We maintain an internal staff of engineers and geoscience professionals who work closely with NSAI to ensure the integrity, accuracy and timeliness of the data used to calculate our proved reserves relating to our assets. Our internal technical team members meet with NSAI periodically during the period covered by the proved reserve report to discuss the assumptions and methods used in the proved reserve estimation process. We provide historical information for our properties to NSAI, such as ownership interest, oil and natural gas production, well test data, commodity prices and operating and development costs. Bryan Moody, our Vice President—Finance and Engineering, is primarily responsible for overseeing the preparation of all of our reserve estimates. Mr. Moody is an engineer with over 10 years of reservoir and operations experience and our geoscience staff has an average of approximately 8 years of industry experience per person.

The preparation of our proved reserve estimates are completed in accordance with our internal control procedures. These procedures, which are intended to ensure reliability of reserve estimations, include the following:

•

review and verification of historical production data, which data is based on actual production as reported by us;

•

preparation of reserve estimates by Mr. Moody or under his direct supervision;

•

review by Mr. Moody of all of our reported proved reserves at the close of each quarter, including the review of all significant reserve changes and all new proved undeveloped reserves additions by our Chief Executive Officer, Chief Operating Officer and Chief Financial Officer;

•

direct reporting responsibilities by Mr. Moody to our Chief Financial Officer; and

•

verification of property ownership by our land department.

The reserves estimates shown herein are based upon evaluations prepared by NSAI, a worldwide leader of petroleum property analysis for industry and financial organizations and government agencies. NSAI was founded in 1961 and performs consulting petroleum engineering services under Texas Board of Professional Engineers Registration No. F-2699. Within NSAI, the technical persons primarily responsible for preparing the estimates set forth in the NSAI reserves report incorporated herein are Mr. Robert C. Barg and Mr. William J. Knights. Mr. Barg has been practicing consulting petroleum engineering at NSAI since 1989. Mr. Barg is a Licensed Professional Engineer in the State of Texas (No. 71658) and has over 30 years of practical experience in petroleum engineering, with over 24 years of experience in the estimation and evaluation of reserves. He graduated from Purdue University in 1983 with a Bachelor of Science Degree in Mechanical Engineering. Mr. Knights has been practicing consulting petroleum geology at NSAI since 1991. Mr. Knights is a Licensed Professional Geoscientist in the State of Texas, Geology (No. 1532) and has over 33 years of practical experience in petroleum geosciences, with over 27 years of experience in the estimation and evaluation of reserves. He graduated from Texas Christian University in 1981 with a Bachelor of Science Degree in Geology and in 1984 with a Master of Science Degree in Geology. Both technical principals meet or exceed the education, training, and experience requirements set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers; both are proficient in judiciously applying industry standard practices to engineering and geoscience evaluations as well as applying SEC and other industry reserves definitions and guidelines.

Estimation of Proved Reserves. Under SEC rules, proved reserves are those quantities of oil and natural gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible—from a given date forward, from known reservoirs and under existing economic conditions, operating methods and government regulations—prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. If deterministic methods are used, the SEC has defined reasonable certainty for proved reserves as a “high degree of confidence that the quantities will be recovered.” All of our proved reserves as of March 31, 2014, December 31, 2013 and December 31, 2012 were estimated using a deterministic method. The estimation of reserves involves two distinct determinations. The first determination results in the estimation of the quantities of recoverable oil and natural gas and the second determination results in the estimation of the uncertainty associated with those estimated quantities in accordance with the definitions established under SEC rules. The process of estimating the quantities of recoverable oil and natural gas reserves relies on the use of certain generally accepted analytical procedures. These analytical procedures fall into four broad categories or methods: (1) production performance-based methods; (2) material balance-based methods; (3) volumetric-based methods; and (4) analogy. These methods may be used singularly or in combination by the reserve evaluator in the process of estimating the quantities of reserves. Reserves for proved developed producing wells were estimated using production performance methods for the vast majority of properties. Certain new producing properties with very little production history were forecast using a combination of production performance and analogy to similar production, both of which are considered to provide a relatively high degree of accuracy. Non-producing reserve estimates, for developed and undeveloped properties, were forecast using either volumetric or analogy methods, or a combination of both. These methods provide a relatively high degree of accuracy for predicting proved developed non-producing and proved undeveloped reserves for our properties.

To estimate economically recoverable proved reserves and related future net cash flows, NSAI considered many factors and assumptions, including the use of reservoir parameters derived from geological, geophysical and engineering data which cannot be measured directly, economic criteria based on current costs and the SEC pricing requirements and forecasts of future production rates.

Under SEC rules, reasonable certainty can be established using techniques that have been proven effective by actual production from projects in the same reservoir or an analogous reservoir or by other evidence using reliable technology that establishes reasonable certainty. Reliable technology is a grouping of one or more technologies (including computational methods) that has been field tested and has been demonstrated to provide reasonably certain results with consistency and repeatability in the formation being evaluated or in an analogous formation. To establish reasonable certainty with respect to our estimated proved reserves, the technologies and economic data used in the estimation of our proved reserves have been demonstrated to yield results with consistency and repeatability, and include production and well test data, downhole completion information, geologic data, electrical logs, radioactivity logs, core analyses, available seismic data and historical well cost and operating expense data.

Summary of Natural Gas, NGLs and Oil Reserves. The following table presents our estimated net proved natural gas, NGLs and oil reserves as of March 31, 2014, December 31, 2013 and December 31, 2012, based on the proved reserve reports prepared by NSAI, our independent petroleum engineers, and such proved reserve reports have been prepared in accordance with the rules and regulations of the SEC. Our estimated proved reserves were determined using a 12-month unweighted arithmetic average of the first-day-of-the-month price for each month in the period January through December for the years 2013 and 2012. For oil and NGLs volumes, the average West Texas Intermediate spot price of $98.43 per barrel for March 31, 2014, $96.91 per barrel for December 31, 2013 and $94.71 per barrel for December 31, 2012, has been adjusted by property group for quality, transportation fees and regional price differentials. For gas volumes, the average Henry Hub spot price of $3.99 per MMBtu for March 31, 2014, $3.67 per MMBtu for December 31, 2013 and $2.76 per MMBtu for December 31, 2012 has been adjusted by property group for energy content, transportation fees and regional price differentials. All prices are held constant throughout the lives of the properties. All of our proved reserves

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are located in the United States. Copies of the proved reserve reports as of March 31, 2014, December 31, 2013 and December 31, 2012 prepared by NSAI with respect to our properties are included as exhibits to the registration statement of which this prospectus forms a part. Our estimates of net proved reserves have not been filed with or included in reports to any federal authority or agency other than the SEC in connection with this offering.


	March 31, 2014		December 31,
	March 31, 2014		2013		2012
Proved Developed Reserves:
Natural gas (MMcf)		34,216.0		27,880.3		1,289.6
NGLs (MBbls)		1,678.6		1,056.2		64.6
Oil (MBbls)		2,072.0		1,708.1		174.5

Combined (MMcfe)		56,719.6		44,466.6		2,724.0

Proved Undeveloped Reserves:
Natural gas (MMcf)		34,742.8		24,464.2		1,666.6
NGLs (MBbls)		2,078.6		882.1		112.4
Oil (MBbls)		940.7		709.2		211.5

Combined (MMcfe)		52,858.2		34,012.0		3,610.1

Proved Reserves:
Natural Gas (MMcf)		68,958.8		52,344.5		2,956.1
NGLs (MBbls)		3,757.2		1,938.3		177.0
Oil (MBbls)		3,012.7		2,417.4		386.0

Combined (MMcfe)		109,577.8		78,478.6		6,334.2

Reserve engineering is and must be recognized as a subjective process of estimating volumes of economically recoverable oil and natural gas that cannot be measured in an exact manner. The accuracy of any reserve estimate is a function of the quality of available data and of engineering and geological interpretation. As a result, the estimates of different engineers often vary. In addition, the results of drilling, testing and production may justify revisions of such estimates. Accordingly, reserve estimates often differ from the quantities of oil and natural gas, NGLs and oil that are ultimately recovered. Estimates of economically recoverable natural gas, NGLs and oil and of future net revenues are based on a number of variables and assumptions, all of which may vary from actual results, including geologic interpretation, prices and future production rates and costs. Please read “Risk Factors” appearing elsewhere in this prospectus.

Additional information regarding our proved reserves can be found in the notes to our consolidated financial statements included elsewhere in this prospectus and the proved reserve reports as of March 31, 2014, December 31, 2013 and December 31, 2012, which are included as exhibits to the registration statement of which this prospectus forms a part.

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Proved Reserves Additions and Revisions

To maintain and grow production and cash flow, we must continue to develop existing proved reserves and locate or acquire new natural gas, NGLs and oil reserves. The following is a discussion of net proved reserves, reserve additions and revisions and future net cash flows from proved reserves.


	Natural Gas (MMcf)			NGLs (MBbls)			Oil (MBbls)			Total (MMcfe)
Proved Reserves:
December 31, 2012		2,956.1			177.0			386.0			6,334.2

Extensions and discoveries		41,215.5			1,710.6			1,323.3			59,419.0
Reserve revisions		2,645.0			52.1			(163.2	)		1,978.4
Acquisition		6,646.6			—			958.5			12,397.6
Production		(1,118.8	)		(1.3	)		(87.2	)		(1,650.2	)

December 31, 2013		52,344.5			1,938.4			2,417.4			78,478.6

Extensions and discoveries		25,384.0			2,177.6			1,023.4			44,589.9
Reserve revisions		(6,010.6	)		(349.8	)		(320.1	)		(10,029.7	)
Acquisition		—			—			—			—
Production		(2,759.0	)		(9.0	)		(108.0	)		(3,461.0	)

March 31, 2014		68,958.8			3,757.2			3,012.7			109,577.8

During fiscal 2013, we added 73.8 Bcfe of proved reserves, primarily in the Utica Shale, due to drilling activities, evaluations of proved areas, the Oxford Acquisition and revisions to previous estimates. During the three months ended March 31, 2014, we added 34.6 Bcfe of proved reserves, primarily due to drilling activities in the Utica Shale. This increase in proved reserves was comprised of 44.6 Bcfe of extensions and 0.6 Bcfe of positive price revisions, and was partially offset by (10.6) Bcfe of technical revisions. The majority of these technical revisions were attributable to two proved producing wells that underperformed our expectations which also resulted in downward revisions in their offsetting proved undeveloped locations.

Future Net Cash Flows. At March 31, 2014 and December 31, 2013, the PV-10 value of estimated future net cash flows from our proved reserves was $253.8 million and $155.3 million, respectively. The PV-10 value of our estimated future net cash flows at December 31, 2012 was $21.9 million. These PV-10 values were calculated based on the unweighted average first-day-of-the-month oil and gas prices for the prior twelve months held flat for the life of the reserves.

Proved Undeveloped Reserves (PUDs)

As of March 31, 2014 our proved undeveloped reserves were comprised of 940.7 MBbls of oil, 34,742.8 MMcf of natural gas and 2,078.6 MBbls of NGLs, for a total of 52,858 MMcfe. As of December 31, 2013, our proved undeveloped reserves were composed of 709.2 MBbls of oil, 24,464.2 MMcf of natural gas and 882.1 MBbls of NGLs, for a total of 34,012 MMcfe. PUDs will be converted from undeveloped to developed as the applicable wells begin production.

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The following table summarizes our changes in PUDs during 2013 (in MMcfe):


Balance, December 31, 2012	3,610.1
Revisions of previous estimates ⁽¹⁾	(271.0	)
Purchases of minerals-in-place	0.0
Extensions and discoveries	32,853.0
Transfers to proved developed	(2,180.2	)

Balance, December 31, 2013	34,012.0
Revisions of previous estimates ⁽²⁾	(4,908.1	)
Purchases of minerals-in-place	0
Extensions and discoveries	27,142.4
Transfers to proved developed	(3,388.1	)

Balance, March 31, 2014	52,858.2

(1)

Revisions to previous estimates are comprised of 270.9 MMcfe of negative technical revisions and 0.1 MMcfe of negative price revisions.

(2)

Revisions to previous estimates are comprised of 5,008.8 MMcfe of negative technical revisions and partially offset by 100.7 MMcfe of positive price revisions.

Costs incurred relating to the development of PUDs reflected in our 2012 proved reserve report were $4.4 million during 2013. In addition, we incurred costs of $0.3 million to develop locations that became classified as PUDs during 2013. Estimated future development costs relating to the development of PUDs as of March 31, 2014 are projected to be approximately $24.1 million for the remainder of 2014, $47.8 million in 2015, $10.4 million in 2016, $0.0 million in 2017 and $0.0 million in 2018. Of our PUDs, we plan to develop 31%, or 16,556 MMcfe, in 2014, 30%, or 16,032 MMcfe, in 2015, and 39%, or 20,270 MMcfe, in 2016. As we continue to develop our properties and have more well production and completion data, we believe we will continue to realize cost savings and experience lower relative drilling and completion costs as we convert PUDs into proved developed reserves in upcoming years. All of our PUD drilling locations are scheduled to be drilled prior to the end of 2018.

As of March 31, 2014 and December 31, 2013, approximately 11% and 24%, respectively, of our total proved reserves were classified as proved developed non-producing.

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Oil and Natural Gas Production Prices and Production Costs

Production and Price History

The following table sets forth information regarding net production of natural gas, NGLs and oil, and certain price and cost information for the periods indicated:


	Three Months Ended March 31,
	2014		2013
Total production volumes:
Natural gas (MMcf)		2,759.0		14.2
NGLs (MBbls)		9.0		—
Oil (MBbls)		108.0		2.6

Combined (MMcfe)		3,461.0		29.6

Average daily production volumes:
Natural gas (Mcf/d)		30,656		158
NGLs (Bbls/d)		100		—
Oil (Bbls/d)		1,200		28

Combined (Mcfe/d)		38,456		329

Volume weighted average realized prices:
Natural gas ($/Mcf) ⁽¹⁾	$	5.06	$	3.68
NGLs ($/Bbl)		63.88		—
Oil ($/Bbl)		94.94		91.89

Combined ($/Mcfe)	$	7.16	$	9.73

Expenses (per Mcfe):
Lease operating	$	0.52	$	0.07
Production, severance and ad valorem taxes		0.10		0.05
Depletion, depreciation and amortization		3.48		7.15
General and administrative		2.43		21.73
Transportation, gathering and compression		0.26		—

(1)

Productive Wells

As of December 31, 2013, we owned an average 88.6% working interest in 1,002 gross (887.5 net) productive wells, which were comprised of 659 gross (580.5 net) gas wells and 343 gross (307.1 net) oil wells. As of March 31, 2014, we owned an average 84.9% working interest in 1,057 gross (897.3 net) productive wells, which were comprised of 661 gross (561.5 net) gas wells and 396 gross (335.9 net) oil wells. Productive wells consist of proved producing wells and proved wells capable of production, including wells awaiting connection to production facilities. Gross wells are the total number of producing wells in which we have an interest, and net wells are the sum of our fractional working interests owned in gross wells.

Developed and Undeveloped Acreage

The following table sets forth information as of March 31, 2014 relating to our leasehold acreage. Developed acres are acres spaced or assigned to productive wells and does not include undrilled acreage held by production under the terms of the lease. Undeveloped acres are acres on which wells have not been drilled or

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completed to a point that would permit the production of commercial quantities of oil or natural gas, regardless of whether such acreage contains proved reserves. A gross acre is an acre in which a working interest is owned. The number of gross acres is the total number of acres in which a working interest is owned. A net acre is deemed to exist when the sum of the fractional ownership working interests in gross acres equals one. The number of net acres is the sum of the fractional working interests owned in gross acres expressed as whole numbers and fractions thereof.


	Developed Acreage				Undeveloped Acreage				Total Acreage
Area	Gross		Net ⁽¹⁾		Gross		Net ⁽¹⁾		Gross		Net ⁽¹⁾
Ohio		169,125		150,540		114,688		76,689		283,813		227,229
West Virginia		—		—		307		177		307		177

Total		169,125		150,540		114,955		76,866		284,120		227,406

(1)

Fossil Creek owns a right to participate for a 12.5% working interest in approximately 9,740 gross acres within our area of mutual interest with Antero Resources. In calculating our net acreage, we have assumed that Fossil Creek will elect to participate in all wells in which they have a right to participate for their full interest and have deducted this 12.5% working interest from our net acreage where applicable.

Many of the leases comprising the undeveloped acreage set forth in the table above will expire at the end of their respective primary terms unless operations have commenced on the leasehold acreage or lands pooled therewith have been established prior to such date, in which event the lease will remain in effect until the cessation of production in commercial quantities. As of March 31, 2014, we had leases representing approximately 1,603 gross (1,603 net) acres scheduled to expire in 2014, 2,731 gross (2,724 net) acres scheduled to expire in 2015, 20,093 gross (5,678 net) acres scheduled to expire in 2016, 44,018 gross (30,423 net) acres scheduled to expire in 2017 and 28,788 gross (19,527 net) acres scheduled to expire in 2018 and beyond, although approximately 72% of our leases in the Utica Core Area have a 5-year extension at our option. We have not attributed any PUD reserves to acreage whose expiration date precedes the scheduled date for PUD drilling. In calculating our PUD reserves we have assumed that Fossil Creek will elect to participate in the drilling of these wells for their full interest and have deducted this interest when calculating our net PUD reserves.

Drilling Results

The following table sets forth information with respect to the number of wells completed during the periods indicated. The information should not be considered indicative of future performance, nor should it be assumed that there is necessarily any correlation between the number of productive wells drilled, quantities of reserves found or economic value. Productive wells are those that produce commercial quantities of hydrocarbons, whether or not they produce a reasonable rate of return.


	March 31,				Year ended December 31,
	2014				2013				2012
	Gross		Net		Gross		Net		Gross		Net
Development Wells:
Productive		16		3.4		34		30.7		1		0.3
Dry holes		—		—		—		—		—		—

Exploratory Wells:
Productive		1		1		2		1.2		—		—
Dry holes		—		—		—		—		1		1.0

Total:
Productive		17		4.4		36		31.9		1		0.3
Dry holes		—		—		—		—		1		1.0

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As of December 31, 2013, we had 60 gross (23 net) wells in the process of drilling, completing or shut in awaiting infrastructure that are not reflected in the above table. As of March 31, 2014, we had 51 gross (20 net) wells in the process of drilling, completing or shut in awaiting infrastructure that are not reflected in the above table.

Operations

General

As of December 31, 2013, we operated approximately 64% of our proved reserves. As operator, we design and manage the development of a well and supervise operation and maintenance activities on a day-to-day basis. Independent contractors engaged by us provide all the equipment and personnel associated with these activities. We employ engineers, geologists and land professionals who work to improve production rates, increase reserves and lower the cost of operating our oil and natural gas properties.

Major Customers

For the three months ended March 31, 2014, sales to Antero Resources, ARM Energy Management and Magnum Hunter represented 52%, 22% and 17% of our total sales, respectively. For the year ended December 31, 2013, sales to Antero Resources, Devco Oil Inc. and Dominion East Ohio represented 38%, 24% and 13% of our total sales, respectively. For the year ended December 31, 2012, Antero Resources accounted for 100% of our total sales. Although a substantial portion of production is purchased by these major customers, we do not believe the loss of any one or several customers would have a material adverse effect on our business, as other customers or markets would be accessible to us.

Title to Properties

We believe that we have satisfactory title to all of our producing properties in accordance with generally accepted industry standards. As is customary in the industry, in the case of undeveloped properties, often cursory investigation of record title is made at the time of lease acquisition. Investigations are made before the consummation of an acquisition of producing properties and before commencement of drilling operations on undeveloped properties. Individual properties may be subject to burdens that we believe do not materially interfere with the use or affect the value of the properties. Burdens on properties may include:

•

customary royalty interests;

•

liens incident to operating agreements and for current taxes;

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obligations or duties under applicable laws;

•

development obligations under natural gas leases;

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net profits interests;

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mortgages by a lessor; or

•

rights of way or easements held by third parties such as utilities.

Seasonality

Demand for natural gas generally decreases during the spring and fall months and increases during the summer and winter months. However, seasonal anomalies such as mild winters or mild summers sometimes lessen this fluctuation. In addition, some natural gas users utilize natural gas storage facilities and purchase some of their anticipated winter requirements during the summer. This can also lessen seasonal demand fluctuations. These seasonal anomalies can increase competition for equipment, supplies and personnel during the spring and summer months, which could lead to shortages and increase costs or delay our operations.

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Competition

The oil and natural gas industry is intensely competitive, and we compete with other companies in our industry that have greater resources than we do. Many of these companies not only explore for and produce natural gas, but also carry on refining operations and market petroleum and other products on a regional, national or worldwide basis. These companies may be able to pay more for productive natural gas properties and exploratory prospects or define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit and may be able to expend greater resources to attract and maintain industry personnel. In addition, these companies may have a greater ability to continue exploration activities during periods of low natural gas market prices. Our larger competitors may be able to absorb the burden of existing, and any changes to, federal, state and local laws and regulations more easily than we can, which would adversely affect our competitive position. Our ability to acquire additional properties and to discover reserves in the future will be dependent upon our ability to evaluate and select suitable properties and to consummate transactions in a highly competitive environment. In addition, because we have fewer financial and human resources than many companies in our industry, we may be at a disadvantage in bidding for exploratory prospects and producing natural gas properties.

Regulation of the Oil and Natural Gas Industry

Our operations are substantially affected by federal, state and local laws and regulations. In particular, natural gas production and related operations are, or have been, subject to price controls, taxes and numerous other laws and regulations. All of the jurisdictions in which we own or operate producing natural gas and oil properties have statutory provisions regulating the exploration for and production of natural gas and oil, including provisions related to permits for the drilling of wells, bonding requirements to drill or operate wells, the location of wells, the method of drilling and casing wells, the surface use and restoration of properties upon which wells are drilled, sourcing and disposal of water used in the drilling and completion process, and the abandonment of wells. Our operations are also subject to various conservation laws and regulations. These include the regulation of the size of drilling and spacing units or proration units, the number of wells that may be drilled in an area, and the unitization or pooling of crude oil or natural gas wells, as well as regulations that generally prohibit the venting or flaring of natural gas, and impose certain requirements regarding the ratability or fair apportionment of production from fields and individual wells.

Failure to comply with applicable laws and regulations can result in substantial penalties. The regulatory burden on the industry increases the cost of doing business and affects profitability. Although we believe that we are in substantial compliance with all applicable laws and regulations, such laws and regulations are frequently amended or reinterpreted. Therefore, we are unable to predict our future ability to comply with applicable law and regulations or the future costs or impact of compliance.

Additional proposals and proceedings that affect the natural gas industry are regularly considered by Congress, the states, the Federal Energy Regulatory Commission, or the FERC, and the courts. We cannot predict the substance or outcome of such proposals and proceedings or when or whether any such proposals may become effective. We believe we are in substantial compliance with currently applicable laws and regulations and that continued substantial compliance with existing requirements will not have a material adverse effect on our financial position, cash flows or results of operations. However, current regulatory requirements may change, currently unforeseen environmental incidents may occur or past non-compliance with environmental laws or regulations may be discovered.

Regulation of Production of Natural Gas and Oil

The production of natural gas and oil is subject to regulation under a wide range of local, state and federal statutes, rules, orders and regulations. Federal, state and local statutes and regulations require permits for drilling operations, drilling bonds and reports concerning operations. All of the states in which we own and operate properties have regulations governing conservation matters, including provisions for the unitization or pooling of

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natural gas and oil properties, the establishment of maximum allowable rates of production from natural gas and oil wells, the regulation of well spacing or density, and plugging and abandonment of wells. The effect of these regulations is to limit the amount of natural gas and oil that we can produce from our wells and to limit the number of wells or the locations at which we can drill, although in some cases we can apply for exceptions to such regulations or to have reductions in well spacing or density. Moreover, each state generally imposes a production or severance tax with respect to the production and sale of natural gas, NGLs and oil within its jurisdiction.

We own interests in properties located onshore in two U.S. states. These states regulate drilling and operating activities by requiring, among other things, permits for the drilling of wells, maintaining bonding requirements in order to drill or operate wells, and regulating the location of wells, the method of drilling and casing wells, the surface use and restoration of properties upon which wells are drilled and the plugging and abandonment of wells. The laws of these states also govern a number of environmental and conservation matters, including the handling and disposing or discharge of waste materials, the size of drilling and spacing units or proration units and the density of wells that may be drilled, unitization and pooling of oil and gas properties and establishment of maximum rates of production from oil and gas wells. Some states have the power to prorate production to the market demand for oil and gas. The failure to comply with these rules and regulations can result in substantial penalties.

Regulation of Transportation and Sales of Natural Gas

Historically, the transportation (including storage services) and sale for resale of natural gas in interstate commerce have been regulated by agencies of the U.S. federal government, primarily FERC. FERC regulates interstate natural gas transportation rates and service conditions, which affects the marketing of natural gas that we produce and the revenues we receive for sales of our natural gas.

FERC’s current policies allow for the sale of natural gas by producers at market-based prices. However, Congress could enact price controls in the future. The transportation and sale for resale of natural gas in interstate commerce is regulated primarily under the Natural Gas Act, or NGA, and by regulations and orders promulgated under the NGA by FERC. In some limited circumstances, intrastate transportation and wholesale sales of natural gas may also be affected directly or indirectly by laws enacted by Congress and by FERC regulations.

The Energy Policy Act of 2005, or the EPAct 2005, includes an extensive set of tax incentives, authorized appropriations for grants and guaranteed loans, and significant changes to the statutory policy that broadly affect the energy industry. Among other matters, the EPAct 2005 amends the NGA to add an anti-market manipulation provision which makes it unlawful for any entity to engage in prohibited behavior to be prescribed by FERC, and furthermore provides FERC with additional civil penalty authority. The EPAct 2005 provides FERC with the power to assess civil penalties of up to $1,000,000 per day for violations of the NGA and increases FERC’s civil penalty authority under the NGPA from $5,000 per violation per day to $1,000,000 per violation per day. The civil penalty provisions are applicable to entities that engage in the sale of natural gas for resale in interstate commerce.

On January 19, 2006, FERC issued Order No. 670, a rule implementing the anti-market manipulation provision of the EPAct 2005. The rules make it unlawful for any entity, directly or indirectly, in connection with the purchase or sale of natural gas or transportation services subject to the jurisdiction of FERC, to (1) use or employ any device, scheme or artifice to defraud; (2) make any untrue statement of material fact or omit to make any such statement necessary to make the statements made, in light of the circumstances under which they were made, not misleading; or (3) engage in any act, practice or course of business that operates, or would operate, as a fraud or deceit upon any entity. The anti-market manipulation rule does not apply to activities that relate only to intrastate or other non-jurisdictional sales or gathering, but does apply to activities of gas pipelines and storage companies that provide interstate services, as well as otherwise non-jurisdictional entities to the extent the activities are conducted “in connection with” gas sales, purchases or transportation subject to FERC jurisdiction.

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On December 26, 2007, FERC issued Order 704, a final rule on the annual natural gas transaction reporting requirements, as amended by subsequent orders on rehearing. Under Order 704, wholesale buyers and sellers of more than 2.2 million MMBtus of physical natural gas in the previous calendar year, including natural gas gatherers and marketers, are now required to report, on May 1 of each year, aggregate volumes of natural gas purchased or sold at wholesale in the prior calendar year to the extent such transactions utilize, contribute to, or may contribute to the formation of price indices. It is the responsibility of the reporting entity to determine which individual transactions should be reported based on the guidance of Order 704. Order 704 also requires market participants to indicate whether they report prices to any index publishers, and if so, whether their reporting complies with FERC’s policy statement on price reporting. Reporting required under Order 704 is considered to constitute activities conducted in connection with gas sales, purchases or transportation subject to FERC jurisdiction.

We cannot reliably predict whether FERC’s actions will achieve the goal of increasing competition in markets in which our natural gas is sold. Additional proposals and proceedings that might affect the natural gas industry are pending before FERC and the courts and new proposals and proceedings are likely to arise. The natural gas industry historically has been very heavily regulated and changing conditions and experience has led to changes in such regulation. Therefore, we cannot provide any assurance that the less stringent regulatory approach recently established by FERC will continue. However, we do not believe that any action taken will affect us in a way that materially differs from the way it affects other, similarly-situated, natural gas producers.

Gathering service is regulated by the states onshore and in state waters. Although its policy is still in flux, FERC has reclassified certain jurisdictional transmission facilities as non-jurisdictional gathering facilities, which can increase our costs of getting gas to point of sale locations. State regulation of natural gas gathering facilities generally include various safety, environmental and, in some circumstances, nondiscriminatory-take requirements. Although such regulation has not generally been affirmatively applied by state agencies, natural gas gathering may receive greater regulatory scrutiny in the future.

Section 1(b) of the NGA excludes natural gas gathering facilities from regulation by FERC under the NGA. Further, an entity is not subject to regulation under NGA by FERC as a “natural gas company” solely by virtue of such entity owning or operating such facilities. We believe that the natural gas pipelines in our gathering systems meet the traditional tests FERC has used to determine that the owner/operator of such facilities is not subject to regulation as a natural gas company under the NGA. However, the distinction between FERC-regulated transmission services and federally unregulated gathering services is the subject of ongoing litigation and FERC and Congress have discretion to revise the jurisdictional line. Consequently, the classification and regulation of our gathering facilities are subject to change based on future determinations by FERC, the courts or Congress.

Our sales of natural gas are also subject to requirements under the Commodity Exchange Act, or CEA, and regulations promulgated thereunder by the Commodity Futures Trading Commission, or CFTC. The CEA prohibits any person from manipulating or attempting to manipulate the price of any commodity in interstate commerce or futures on such commodity. The CEA also prohibits knowingly delivering or causing to be delivered false or misleading or knowingly inaccurate reports concerning market information or conditions that affect or tend to affect the price of a commodity.

Intrastate natural gas transportation is also subject to regulation by state regulatory agencies. The basis for intrastate regulation of natural gas transportation and the degree of regulatory oversight and scrutiny given to intrastate natural gas pipeline rates and services varies from state to state. Insofar as such regulation within a particular state will generally affect all intrastate natural gas shippers within the state on a comparable basis, we believe that the regulation of similarly situated intrastate natural gas transportation in any states in which we operate and ship natural gas on an intrastate basis will not affect our operations in any way that is of material difference from those of our competitors. Like the regulation of interstate transportation rates, the regulation of intrastate transportation rates affects the marketing of natural gas that we produce, as well as the revenues we receive for sales of our natural gas.

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Changes in law and to FERC policies and regulations may adversely affect the availability and reliability of firm and/or interruptible transportation service on interstate pipelines, and we cannot predict what future action Congress or FERC will take. We do not believe, however, that any regulatory changes will affect us in a way that materially differs from the way they will affect other, similarly-situated, natural gas producers, gatherers and marketers with which we compete.

Regulation of Environmental and Occupational Safety and Health Matters

General

Our operations are subject to numerous federal, regional, state, local, and other laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Applicable U.S. federal environmental laws include, but are not limited to, the Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, the Clean Water Act, or the CWA, and the Clean Air Act, or the CAA. These laws and regulations govern environmental cleanup standards, require permits for air, water, underground injection, solid and hazardous waste disposal and set environmental compliance criteria. In addition, state and local laws and regulations set forth specific standards for drilling wells, the maintenance of bonding requirements in order to drill or operate wells, the spacing and location of wells, the method of drilling and casing wells, the surface use and restoration of properties upon which wells are drilled, the plugging and abandoning of wells, and the prevention and cleanup of pollutants and other matters. We maintain insurance against costs of clean-up operations, but we are not fully insured against all such risks. Additionally, Congress and federal and state agencies frequently revise environmental laws and regulations, and any changes that result in delay or more stringent and costly permitting, waste handling, disposal and clean-up requirements for the oil and gas industry could have a significant impact on our operating costs.

In addition, public and regulatory scrutiny of the energy industry has resulted in increased environmental regulation and enforcement being either proposed or implemented. For example, the EPA’s 2014 – 2016 National Enforcement Initiatives include “Assuring Energy Extraction Activities Comply with Environmental Laws.” According to the EPA’s website, “some techniques for natural gas extraction pose a significant risk to public health and the environment.” To address these concerns, the EPA’s goal is to “address incidences of noncompliance from natural gas extraction and production activities that may cause or contribute to significant harm to public health and/or the environment.” The EPA has emphasized that this initiative will be focused on those areas of the country where energy extraction activities are concentrated, and the focus and nature of the enforcement activities will vary with the type of activity and the related pollution problem presented. This initiative could involve a large scale investigation of our facilities and processes, and could lead to potential enforcement actions, penalties or injunctive relief against us.

Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal fines and penalties and the imposition of injunctive relief. Accidental releases or spills may occur in the course of our operations, and we cannot be sure that we will not incur significant costs and liabilities as a result of such releases or spills, including any third party claims for damage to property, natural resources or persons. Although we believe that we are in substantial compliance with applicable environmental laws and regulations and that continued compliance with existing requirements will not have a material adverse impact on us, there can be no assurance that this will continue in the future.

The Safe Drinking Water Act and the Underground Injection Control Program

Hydraulic fracturing is an important and common practice that is used to stimulate production of natural gas and/or oil from subsurface rock formations. We regularly use hydraulic fracturing as part of our operations. Hydraulic fracturing typically is regulated by state oil and natural gas commissions, but the EPA has asserted federal regulatory authority pursuant to the federal Safe Drinking Water Act, or the SDWA, over hydraulic fracturing activities involving the use of diesel fuel. From time to time, however, Congress has proposed legislation to amend the SDWA to repeal the exemption for hydraulic fracturing from the definition of

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“underground injection” and require federal permitting and regulatory control of all hydraulic fracturing activities, as well as to require disclosure of the chemical constituents of the fluids used in the fracturing process. Scrutiny of hydraulic fracturing activities by the EPA continues in other ways, with the EPA having commenced a multi-year study of the potential environmental impacts of hydraulic fracturing, draft results of which are anticipated to be available in 2014. In addition, on October 20, 2011, the EPA announced its intention to propose regulations by 2014 under the CWA to develop standards for wastewater discharges from hydraulic fracturing and other natural gas production activities. According to EPA’s website, the agency expects publication of a proposed rule in 2014. Moreover, the United States Department of the Interior published a revised proposed rule on May 24, 2013 that would implement updated requirements for hydraulic fracturing activities on federal lands, including new requirements relating to public disclosure, well bore integrity and handling of flowback water. Other governmental agencies, including the United States Department of Energy have evaluated or are evaluating various other aspects of hydraulic fracturing. These ongoing or proposed studies could spur initiatives to further regulate hydraulic fracturing under the SDWA or other regulatory mechanisms and could ultimately make it more difficult or costly for us to perform fracturing and increase our costs of compliance and doing business.

At the state level, several states have adopted or are considering legal requirements that could impose more stringent permitting, disclosure, and well construction requirements on hydraulic fracturing activities. In Ohio, the Department of Natural Resources has proposed draft regulations that would require a minimum distance between the hydraulic fracturing facilities and streams, require operators to take spill-containment measures, and regulate the types of liners required for waste storage. Local governments may also seek to adopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities in particular. We believe that we follow applicable standard industry practices and legal requirements for groundwater protection in our hydraulic fracturing activities. Nonetheless regulations can be expected to become stricter in the future, and, if new or more stringent federal, state, or local legal restrictions relating to the hydraulic fracturing process are adopted in areas where we operate, we could incur potentially significant added costs to comply with such requirements, experience delays or curtailment in the pursuit of exploration, development, or production activities, and perhaps even be precluded from drilling wells.

Hazardous Substances and Wastes

CERCLA, also known as the “Superfund law,” imposes cleanup obligations, without regard to fault or the legality of the original conduct, on certain classes of persons that are considered to be responsible for the release of a “hazardous substance” into the environment. These persons include the owner or operator of the disposal site or sites where the release occurred and companies that transported or disposed or arranged for the transport or disposal of the hazardous substances found at the site. Persons who are or were responsible for releases of hazardous substances under CERCLA and any state analogs may be subject to joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment and for damages to natural resources, and it is not uncommon for neighboring landowners and other third parties to file corresponding common law claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment. While petroleum and crude oil fractions are not considered hazardous substances under CERCLA and its analog because of the so-called “petroleum exclusion,” adulterated petroleum products containing other hazardous substances have been treated as hazardous substances in the past.

The Resource Conservation and Recovery Act, or the RCRA, regulates the generation and disposal of wastes. The RCRA specifically excludes from the definition of hazardous waste “drilling fluids, produced waters and other wastes associated with the exploration, development or production of crude oil, natural gas or geothermal energy.” However, legislation has been proposed from time to time that could reclassify certain natural gas and oil exploration and production wastes as “hazardous wastes,” which would make the reclassified wastes subject to much more stringent handling, disposal and clean-up requirements. If such legislation were to be enacted, it could have a significant impact on our operating costs, as well as the natural gas and oil industry in general. Moreover, some ordinary industrial wastes which we generate, such as paint wastes, waste solvents, laboratory wastes and waste oils, may be regulated as hazardous wastes.

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In addition, current and future regulations governing the handling and disposal of Naturally Occurring Radioactive Materials, or NORM, may affect our operations. For example, the Ohio Department of Natural Resources has asked operators to identify technologically enhanced NORM, or TENORM, in their processes, such as hydraulic fracturing sand, recycled drilling mud, and spent tank bottoms. Local landfills only accept such waste when it meets their TENORM standards. As a result, we may have to locate out-of-state landfills to accept TENORM waste from time to time, potentially increasing our disposal costs.

Some of our leases may have had prior owners who commenced exploration and production of natural gas and oil operations on these sites. Although we have utilized operating and disposal practices that were standard in the industry at the time, hydrocarbons or other wastes may have been disposed of or released on or under the properties owned or leased by us on or under other locations where such wastes have been taken for disposal. In addition, a portion of these properties may have been operated by third parties whose treatment and disposal or release of wastes was not under our control. These properties and the wastes disposed thereon may be subject to CERCLA, the RCRA, and/or analogous state laws. Under such laws, we could be required to remove or remediate previously disposed wastes (including waste disposed of or released by prior owners or operators) or property contamination (including groundwater contamination by prior owners or operators), or to perform remedial plugging or closure operations to prevent future contamination.

Waste Discharges

The CWA and its state analog impose restrictions and strict controls with respect to the discharge of pollutants, including spills and leaks of oil and other substances, into waters of the United States. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. The CWA and regulations implemented thereunder also prohibit the discharge of dredge and fill material into regulated waters, including jurisdictional wetlands, unless authorized by an appropriately issued permit. Spill prevention, control and countermeasure requirements of federal laws require appropriate containment berms and similar structures to help prevent the contamination of navigable waters by a petroleum hydrocarbon tank spill, rupture or leak. In addition, the CWA and analogous state laws require individual permits or coverage under general permits for discharges of storm water runoff from certain types of facilities. Federal and state regulatory agencies can impose administrative, civil and criminal penalties as well as other enforcement mechanisms for non-compliance with discharge permits or other requirements of the CWA and analogous state laws and regulations.

Air Emissions

The CAA and its state analog and regulations restrict the emission of air pollutants from many sources, including oil and gas operations. New facilities may be required to obtain permits before construction can begin, and existing facilities may be required to obtain additional permits and incur capital costs in order to remain in compliance. On April 17, 2012, the EPA also approved final rules that establish new air emission controls for oil and natural gas production and natural gas processing operations. These new rules address emissions of various pollutants frequently associated with oil and natural gas production and processing activities by, among other things, requiring new or reworked hydraulically-fractured gas wells to control emissions through flaring until 2015, after which reduced emission (or “green”) completions must be used. The rules also establish specific new requirements, effective in 2012, for emissions from compressors, controllers, dehydrators, storage tanks, gas processing plants, and certain other equipment. On September 23, 2013, EPA published amendments to the rule that would, among other things, provide additional time for recently constructed, modified or reconstructed storage tanks to install emission controls. EPA is continuing to consider other aspects of the new rules and may propose additional amendments in early 2014. These rules may require a number of modifications to our own operations, including the installation of new equipment to control emissions. Compliance with such rules could result in additional costs for us and our customers, including increased capital expenditures and operating costs, which may adversely impact our cash flows and results of operations.

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Oil Pollution Act

The Oil Pollution Act of 1990, or the OPA, and regulations thereunder impose a variety of requirements on “responsible parties” related to the prevention of oil spills and liability for damages resulting from such spills in United States waters. A “responsible party” includes the owner or operator of an onshore facility, pipeline or vessel, or the lessee or permittee of the area in which an offshore facility is located. The OPA assigns liability to each responsible party for oil cleanup costs and a variety of public and private damages. While liability limits apply in some circumstances, a party cannot take advantage of liability limits if the spill was caused by gross negligence or willful misconduct or resulted from violation of a federal safety, construction or operating regulation. If the party fails to report a spill or to cooperate fully in the cleanup, liability limits likewise do not apply. Few defenses exist to the liability imposed by the OPA. The OPA imposes ongoing requirements on a responsible party, including the preparation of oil spill response plans and proof of financial responsibility to cover environmental cleanup and restoration costs that could be incurred in connection with an oil spill.

National Environmental Policy Act

Oil and natural gas exploration and production activities on federal lands are subject to the National Environmental Policy Act, or the NEPA. The NEPA requires federal agencies, including the Department of Interior, to evaluate major agency actions having the potential to significantly impact the environment. The process involves the preparation of either an environmental assessment or environmental impact statement depending on whether the specific circumstances surrounding the proposed federal action will have a significant impact on the human environment. The NEPA process involves public input through comments which can alter the nature of a proposed project either by limiting the scope of the project or requiring resource-specific mitigation. The NEPA decisions can be appealed through the court system by process participants. This process may result in delaying the permitting and development of projects, increase the costs of permitting and developing some facilities and could result in certain instances in the cancellation of existing leases.

Endangered Species Act and Migratory Bird Treaty Act

The Endangered Species Act, or the ESA, and similar applicable state legislation restrict activities that may affect endangered or threatened species of their habitats. Similar protections are offered to migratory birds under the Migratory Bird Treaty Act. Moreover, as a result of a settlement approved by the United States District Court for the District of Columbia in September 2011, the United States Fish and Wildlife Service is required to make a determination on listing of more than 250 species as endangered or threatened under the ESA by no later than completion of the agency’s 2017 fiscal year. For example, regulations designed to protect the Indiana bat (Myotis soldalis), which is an endangered species protected by the ESA and similar state legislation, restrict or increase the cost of our operations by, among other things, limiting our ability to clear trees to establish rights of way or pad locations on some of our acreage during certain periods of the year. While some of our operations may be located in areas that are designated as habitats for endangered or threatened species or that may attract migratory birds we believe that we are in substantial compliance with the ESA, similar applicable state legislation and the Migratory Bird Treaty Act, and we are not aware of any proposed ESA listings that will materially affect our operations. However, the designation of previously unidentified endangered or threatened species could cause us to incur additional costs or become subject to operating restrictions or bans in the affected states.

Worker Safety

The Occupational Safety and Health Act, or the OSHA, and any analogous state law regulate the protection of the safety and health of workers. The OSHA hazard communication standard requires maintenance of information about hazardous materials used or produced in operations and provision of such information to employees. Other OSHA standards regulate specific worker safety aspects of our operations. Failure to comply with OSHA requirements can lead to the imposition of penalties.

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Employees

As of March 31, 2014, we had 159 full-time employees. Our future success will depend partially on our ability to attract, retain and motivate qualified personnel. We are not a party to any collective bargaining agreements and have not experienced any strikes or work stoppages. We utilize the services of independent contractors to perform various field and other services.

Legal Proceedings

West Lawsuit

Other

In addition to the West case, we are party to various legal proceedings and claims in the ordinary course of our business. We believe that the outcome of these other matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity.

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MANAGEMENT

Directors, Executive Officers and Other Key Employees

The following table sets forth names, ages and titles of our directors, director nominees and executive officers as of May 15, 2014.


Name	Age		Position with Eclipse Resources
Benjamin W. Hulburt		40	Chairman, President and Chief Executive Officer
D. Martin Phillips		60	Director
Robert L. Zorich		64	Director
Douglas E. Swanson, Jr.		42	Director
Mark E. Burroughs, Jr.		38	Director
Christopher K. Hulburt		43	Director, Executive Vice President, Secretary and General Counsel
Randall M. Albert		56	Director Nominee
Richard D. Paterson		63	Director Nominee
Joseph C. Winkler, III		62	Director Nominee
Matthew R. DeNezza		43	Executive Vice President and Chief Financial Officer
Thomas S. Liberatore		57	Executive Vice President and Chief Operating Officer

The following table sets forth information regarding our other key employees as of May 15, 2014.


Name	Age		Position with Eclipse Resources
Oleg Tolmachev		39	Vice President, Drilling & Completions
Roy Steward		42	Vice President, Chief Accounting Officer
Marty L. Byrd		57	Vice President, Land
Bruce King		53	Vice President, Operations
Dr. Brian Panetta		44	Vice President, Geology
Bryan M. Moody		44	Vice President, Business Development, Finance and Reservoir Engineering
Melissa L. Hamsher		47	Vice President, Health, Safety, Environment & Regulatory
Lawrence Gorski		60	Vice President, Administration
Todd Bart		49	Vice President and Controller
John Colling, Jr.		57	Vice President and Treasurer

Set forth below is the description of the backgrounds of our directors, director nominees, executive officers and other key employees. References to positions held at Eclipse Resources include positions held at Eclipse Operating prior to our corporate reorganization.

Directors, Director Nominees and Executive Officers

Benjamin W. Hulburt co-founded Eclipse Resources in January 2011 and has served as our Chief Executive Officer, President and member of our board since our inception. He has also served as the Chairman of the board of directors of Eclipse Resources Corporation since its inception. Prior to co-founding Eclipse Resources, Mr. Hulburt served as the Chief Executive Officer and a member of the board of directors of Rex Energy, an independent oil and gas exploration and production company with operations in the Appalachian and Illinois Basins within the United States, from March 2007 to October 2010. He also served as President of Rex Energy from February 2008 until October 2010. Mr. Hulburt co-founded Rex Energy in 2001 and led Rex Energy through its initial public offering in 2007. Prior to Rex Energy’s initial public offering, Mr. Hulburt served as the Chief Executive Officer of Rex Energy Operating Corp. from October 2006 until October 2010, and as the President of Rex Energy Operating Corp. from March 2004 until October 2006. Mr. Hulburt also served as the Chief Financial Officer of Douglas Oil & Gas Limited Partnership, an affiliate of Rex Energy, from January 2001 until February 2004. Prior to November 2000, Mr. Hulburt served on active duty as a commissioned officer in the United States Army for four years, leaving the service holding the rank of Captain. Mr. Hulburt received his Bachelor of Science degree in Finance from The Pennsylvania State University. He is the brother of Christopher K. Hulburt.

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Our board believes that Mr. Hulburt should serve as a member of our board due to his perspective and experience as our co-founder, Chief Executive Officer and President and his considerable leadership, financial and operational experience at both public and private companies in the oil and gas exploration and production industry.

D. Martin Phillips has served as a member of our board since January 2011. He currently serves as a Managing Partner of EnCap. Prior to joining EnCap in 1989, Mr. Phillips served as a Senior Vice President in the Energy Banking Group of NationsBank in Dallas, Texas. In his capacity as Manager of the U.S./International Division of NationsBank from 1987 to 1989, he had responsibility for credit commitments to a broad spectrum of energy-related companies. Mr. Phillips began his career in 1978 with Republic Bank and served in various senior energy banking positions, including Vice President and Manager of Republic Bank’s energy loan production office in Denver, from 1980 to 1985, and Senior Vice President and Division Manager in Republic Bank’s Houston office from 1986 to 1987. Mr. Phillips holds M.B.A. and B.S. degrees from Louisiana State University. He is a member of the LSU College of Business Hall of Distinction. Mr. Phillips also attended the Stonier Graduate School of Banking at Rutgers University. Mr. Phillips serves on the board of several EnCap portfolio companies and is a member of the Independent Petroleum Association of America, the American Petroleum Institute and the Houston Producers’ Forum.

Our board believes that Mr. Phillips should serve as a member of our board due to his significant experience with energy companies and investments and broad knowledge of the oil and gas industry.

Robert L. Zorich has served as a member of our board since January 2011. He is the co-founder of EnCap and currently serves as a Managing Partner. Prior to co-founding EnCap, Mr. Zorich was a Senior Vice President of Trust Company of the West, a privately-held pension fund management company, where he was in charge of its Houston office. Prior to joining Trust Company of the West, Mr. Zorich co-founded MAZE Exploration, Inc., an oil and gas exploration, development and reserve acquisition company, where he served as its Co-Chief Executive Officer. During the first seven years of Mr. Zorich’s career, he was a Vice President and Division Manager in the Energy Department of Republic Bank. Approximately half of his tenure with Republic Bank was spent managing Republic Bank’s energy office in London, where he assembled a number of major project financings for development in the North Sea. Mr. Zorich received his B.A. in Economics from the University of California at Santa Barbara. He also received a Master’s Degree in International Management (with distinction) in 1974 from the American Graduate School of International Management in Phoenix, Arizona. Mr. Zorich serves on the board of several EnCap portfolio companies and is a member of the Independent Petroleum Association of America, the Houston Producers’ Forum and Texas Independent Producers and Royalty Owners Association. Mr. Zorich also served on the board of Oasis Petroleum Inc. and its predecessor entities from March 2007 until March 2012.

Our board believes that Mr. Zorich should serve as a member of our board due to his significant experience with energy companies and investments and broad knowledge of the oil and gas industry.

Douglas E. Swanson, Jr. has served as a member of our board since January 2011. He is currently a Partner of EnCap. Prior to joining EnCap in 1999, he was in the corporate lending division of Frost National Bank from 1995 to 1997, specializing in energy related service companies, and was a financial analyst in the corporate lending group of Southwest Bank of Texas from 1994 to 1995. Mr. Swanson serves on the board of Oasis Petroleum Inc. and several EnCap portfolio companies. Mr. Swanson is a member of the Independent Petroleum Association of America and the Texas Independent Producers and Royalty Owners Association. Mr. Swanson holds a B.A. in Economics and an M.B.A., both from the University of Texas at Austin.

Our board believes that Mr. Swanson should serve as a member of our board due to his extensive experience in the oil and gas exploration and production industry, including serving on the boards of public and private oil and gas exploration and production companies, which will enable Mr. Swanson to provide our board with insight and advice on a full range of business, strategic and governance matters.

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Mark E. Burroughs, Jr. has served as a member of our board since January 2011. He currently serves as a Managing Director of EnCap. Prior to joining EnCap in March 2007, Mr. Burroughs spent four years working in UBS Investment Bank’s Global Energy Group. Prior to joining UBS Investment Bank, Mr. Burroughs spent three years at Sanders Morris Harris, Inc., an investment banking firm in Houston, Texas. He received an M.B.A. from the Jesse H. Jones School of Management at Rice University and a B.A. in Economics from The University of Texas at Austin. Mr. Burroughs serves on the board of several EnCap portfolio companies as well as Frontier Tubular Solutions. He is also a member of the Houston Producers’ Forum and the Independent Petroleum Association of America.

Our board believes that Mr. Burroughs should serve as a member of our board due to his extensive experience in the oil and gas exploration and production industry as well as his experience as an investment banker, which will enable Mr. Burroughs to provide our board with insight and advice on a full range of business, strategic and financial matters.

Christopher K. Hulburt co-founded Eclipse Resources in January 2011 and has served as our Executive Vice President, Secretary and General Counsel and a member of our board since our inception. Prior to co-founding Eclipse Resources, Mr. Hulburt served as the Executive Vice President, Secretary and General Counsel of Rex Energy. Mr. Hulburt had previously served as the Vice President, Secretary and General Counsel for each of the predecessor companies of Rex Energy since April 2005. From January 2001 until April 2005, Mr. Hulburt was a senior associate for the law firm of Hodgson Russ LLP in its corporate and securities practice group. Before joining Hodgson Russ, he served as a commissioned officer in the U.S. Army’s Judge Advocate General’s Corps as a military prosecutor beginning in January 1997, and, in his last two years of service, also held the position of Special Assistant United States Attorney for the U.S. Department of Justice. Mr. Hulburt received his Bachelor’s degree in History/Education from Niagara University and his law degree from Western New England College School of Law. Mr. Hulburt is the brother of Benjamin W. Hulburt.

Our board believes that Mr. Hulburt should serve as a member of our board due to his perspective and experience as our co-founder, Executive Vice President, Secretary and General Counsel and his considerable legal experience at both public and private companies in the oil and gas exploration and production industry.

Randall M. Albert will become a member of our board in connection with the closing of this offering. Mr. Albert served as the Chief Operating Officer of the Gas Division of CONSOL Energy Inc., a producer of coal and natural gas (“CONSOL”), from 2010 until November 2013. From 2005 until 2010, he was the operational leader of CONSOL’s gas business in Northern Appalachia. Mr. Albert began working for CONSOL in 1979 and was selected to lead the operation of its coalbed methane gas business in Southern Appalachia in 1985. He is a board member of the Virginia Oil and Gas Association and served as a founding advisory member of the board and chairman of the Marcellus Shale Coalition. Additionally, he currently serves on the advisory board for the Virginia Tech Mining Engineering Department. Mr. Albert is a Registered Professional Engineer in Virginia and West Virginia and holds a B.S. degree in Mining Engineering from Virginia Polytechnic Institute and State University.

Our board believes that Mr. Albert should serve as a member of our board due to significant executive and operational experiences within the natural gas industry, particularly with respect to the Appalachia Basin.

Richard D. Paterson will become a member of our board in connection with the closing of this offering. Mr. Paterson retired from PricewaterhouseCoopers LLP, an international network of auditors, tax and business consultants (“PwC”), in June 2011 after 37 years of service. Most recently, he served as PwC’s Global Leader of its Consumer, Industrial Products and Services Practices (comprising the Automotive, Consumer and Retail, Energy, Utilities and Mining, Industrial Products, Pharmaceutical and Health Industries Sectors) and also as Managing Partner of its Houston Office and U.S. Energy Practice. From 2001 to 2010, Mr. Paterson was PwC’s Global Leader of its Energy, Utilities and Mining Practice. From 1997 to 2001, Mr. Paterson led PwC’s Energy Practice for Europe, Middle East and Africa. Prior to 1997, Mr. Paterson was responsible for the audits of numerous PwC clients, principally in the energy sector. He began his career with PwC in 1974 and was admitted as a partner of PwC in 1987. Mr. Paterson serves on the board and as chairman of the audit committee of Parker

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Drilling Company, a provider of contract drilling and drilling related services and rental tools to the energy industry, and he previously served on the board and as chairman of the audit committee of Zaff GP LLC, a private equity fund investing in emerging markets with a focus on the energy, infrastructure and real estate sectors. Mr. Paterson is a member of the National Association of Corporate Directors and has been a frequent speaker at the World Energy Congress and World Petroleum Congress. Mr. Paterson also previously served as a board member of the U.S./Russia Business Council and the U.S. Energy Association. Mr. Paterson received a B.A. in Marketing and an M.B.A. in Accounting from Michigan State University. He is also a Certified Public Accountant.

Our board believes that Mr. Paterson should serve as a member of our board due to his extensive knowledge of the energy industry and his significant expertise in capital markets, corporate governance matters and the preparation and review of financial statements and disclosures.

Joseph C. Winkler, III will become a member of our board in connection with the closing of this offering. Mr. Winkler served as Chairman and Chief Executive Officer of Complete Production Services, Inc., a provider of specialized oil and gas services and equipment in North America (“Complete”), from March 2007 until February 2012, at which time Complete was acquired by Superior Energy Services, Inc. From June 2005 to March 2007, Mr. Winkler served as Complete’s President and Chief Executive Officer. Prior to that, from March 2005 until June 2005, Mr. Winkler served as the Executive Vice President and Chief Operating Officer of National Oilwell Varco, Inc., an oilfield capital equipment and services company, and from May 2003 until March 2005, as the President and Chief Operating Officer of such company’s predecessor, Varco International, Inc. (“Varco”). From April 1996 until May 2003, Mr. Winkler served in various other capacities with Varco and its predecessor, including Executive Vice President and Chief Financial Officer. From 1993 to April 1996, Mr. Winkler served as the Chief Financial Officer of D.O.S., Ltd., a privately held provider of solids control equipment and services and coil tubing equipment to the oil and gas industry, which was acquired by Varco in April 1996. Prior to joining D.O.S., Ltd., Mr. Winkler served as Chief Financial Officer of Baker Hughes INTEQ, and served in a similar role for various companies owned by Baker Hughes Incorporated, including Eastman/Telco and Milpark Drilling Fluids. Mr. Winkler serves on the board and as chairman of the audit and conflicts committee of the general partner of Hi-Crush Partners LP, an integrated producer, transporter, marketer and distributor of a specialized mineral used to enhance production in oil and natural gas wells. Mr. Winkler also serves on the board and as a member of the compensation and nominating and governance committees of Dresser-Rand Group, Inc., a provider of rating equipment solutions, and serves on the board and as a member of the finance committee of Commercial Metals Company, a vertically integrated steel company. Mr. Winkler is a Gulf Coast District Director of the Petroleum Equipment Suppliers Association (PESA), an oilfield service and supply industry trade association. Mr. Winkler received a B.S. degree in Accounting from Louisiana State University.

Our board believes that Mr. Winkler should serve as a member of our board due to his extensive operational, financial, international and capital markets experience, a significant portion of which was with publicly-traded companies in the oil and gas industry.

Matthew R. DeNezza has served as our Executive Vice President and Chief Financial Officer since April 2013. Prior to joining Eclipse Resources and commencing in 2002, Mr. DeNezza served in the Global Natural Resources Group at Deutsche Bank Securities where he was promoted to Managing Director and was responsible for leading merger and acquisition advisory assignments, as well as aiding clients in understanding capital markets and developing and executing financing transactions. During his tenure with Deutsche Bank, Mr. DeNezza assisted on numerous investment banking transactions for both public and private oil and gas exploration and production companies and refining companies. Prior to joining Deutsche Bank, from 1999 to 2001, Mr. DeNezza was the Assistant Vice President, Corporate Finance of Janney Montgomery Scott, LLC, a financial advisory and services firm. Mr. DeNezza served in the United States Navy as a commissioned officer from 1993 to 1998, leaving the service at the rank of Lieutenant. Mr. DeNezza received his Bachelor of Arts degree from Harvard University and Masters of Business Administration degree from New York University’s Leonard N. Stern School of Business.

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Thomas S. Liberatore has served as our Executive Vice President and Chief Operating Officer and a member of the board of managers of Eclipse I since June 2011. Prior to joining Eclipse Resources, from June 2009 until May 2011, Mr. Liberatore was self-employed and formed Libco Energy LLC, which leased oil and gas interests for its own account and brokered the sale of oil and gas mineral interests in West Virginia and Alabama, and he served as a consultant to oil and gas attorneys and land companies. From January 2002 until May 2009, Mr. Liberatore served as Vice President and Appalachian Regional Manager for Cabot Oil & Gas where he managed drilling and acquisition investments, including those in the Devonian Huron Marcellus Shale. From March 1999 to December 2001, Mr. Liberatore served as the Vice President, Exploration and Production for North Coast Energy, Inc. Mr. Liberatore began his career as a geologist and had various positions of increasing responsibility for Presidio Oil Company and Belden & Blake Corporation. Mr. Liberatore received his Bachelor of Science degree in Geology from West Virginia University. He is a member of the American Association of Petroleum Geologists, Appalachian Geological Society, has served on the board of directors of the West Virginia Oil and Natural Gas Association, is a Past President of Independent Oil and Gas Association West Virginia and is a registered professional geologist in the Commonwealth of Kentucky.

Other Key Employees

Oleg Tolmachev has served as our Vice President, Drilling & Completions since February 2013. Prior to joining Eclipse Resources, from April 2011 to February 2013, Mr. Tolmachev served as the Senior Asset Manager, Utica Shale with Chesapeake Energy where he was responsible for leading an asset team comprised of land, geology, drilling, resource development and operations for Chesapeake Energy’s Utica Shale projects in Ohio. Prior to joining Chesapeake Energy, from August 2008 to 2011, Mr. Tolmachev held the position of Group Lead Completions, Mid-Continent Business Unit at EnCana Oil and Gas (USA) Inc. where he managed well completions and intervention operations in its Barnett Shale, Deep Bossier and East Texas Haynesville Shale business units. Mr. Tolmachev received his Bachelors of Science degree in Petroleum Engineering from the University of Oklahoma.

Roy Steward has been our Vice President, Chief Accounting Officer since March 2014. Prior to joining Eclipse Resources, Mr. Steward was a partner in the audit practice with KPMG LLP. During his 19-year career with KPMG, Mr. Steward provided professional services to public and private companies in the energy industry, including leading multinational audit teams and reviews of SEC filings. Mr. Steward served as a partner in KPMG’s national Department of Professional Practice consulting with teams on accounting, auditing and SEC reporting issues and completed an international rotation with KPMG in Sydney, Australia. Mr. Steward is a Certified Public Accountant in the State of Texas and is currently a member of the American Institute of Certified Public Accountants and the Texas Society of Certified Public Accountants. Mr. Steward received his Bachelor of Business Administration degree in Accounting from Texas Christian University.

Marty L. Byrd has served as our Vice President, Land since July 2013. Prior to joining Eclipse Resources, from January 2006 to January 2013, Mr. Byrd served as the Vice President, Land, Eastern Division—Appalachian Basin for Chesapeake Energy, where he was responsible for overseeing the acquisition of over a million leasehold acres in the Marcellus Shale and managing the land activities to support the drilling of over 400 horizontal wells with a drilling schedule utilizing up to 26 rigs. From January 2001 to January 2006, Mr. Byrd worked in Chesapeake Energy’s Mid-Continent Region and served as the Land Manager in the Anadarko Basin District. Mr. Byrd received his Bachelors of Science degree in Business Administration from the University of Central Oklahoma.

Bruce King has served as our Vice President, Operations since September 2013. Prior to joining Eclipse Resources, from April 2011 to September 2013, Mr. King served as the Operations Manager, Stone Energy, Appalachia where he was responsible for construction, pipelines, facilities and production, including developing infrastructure for its unconventional shale program in West Virginia and Pennsylvania. Prior to joining Stone Energy, from August 2009 to April 2011, Mr. King was the Gas Systems and Facilities Manager at EnerVest Operating Company. From August 2000 to August 2009, he served as Facility Manager at Cabot Oil & Gas

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where he oversaw development of gathering systems, gas treatment and midstream assets, including the core infrastructure for its Marcellus Shale development. Prior to his time at Cabot Oil & Gas, Mr. King spent 8 years with Columbia Gas Transmission (NiSource) where he oversaw major infrastructure projects in natural gas transmission and storage. Mr. King received his Bachelors of Science degree in Mechanical Engineering from the West Virginia University Institute of Technology.

Dr. Brian Panetta has served as our Vice President, Geology since March 2011. Prior to joining Eclipse Resources, from 2009 to 2011, Dr. Panetta was a geologist with Waco Oil & Gas Co., Inc. where he was responsible for geological and petrophysical analysis of the Marcellus Shale and Utica Shale and the development of its Marcellus Shale drilling program in West Virginia. Prior to joining Waco Oil & Gas Co., Inc., from 2008 to 2009, Dr. Panetta served as a Senior Geologist for Chesapeake Energy, and from 2006 to 2008, he served as a geologist at Chesapeake Energy. While at Chesapeake Energy, Mr. Panetta was responsible for geological and petrophysical analysis of the Marcellus Shale in Southwest Pennsylvania and West Virginia. Dr. Panetta earned his Bachelor of Science degree in Geology from the University of South Carolina, Master of Science degrees in Geology from the University of Kentucky and The University of Alabama, and a Doctorate degree in Geology from The University of Alabama. He is a member of the American Association of Petroleum Geologists and is a registered professional geologist in the State of Alabama and Commonwealth of Pennsylvania.

Bryan M. Moody has served as our Vice President, Business Development, Finance and Reservoir Engineering since May 2012. Prior to joining Eclipse Resources, from June 2010 to May 2012, Mr. Moody served as the Director of Development Planning for EXCO Resources, Inc. where he was responsible for developing strategic initiatives, implementing portfolio optimization, improving budgeting and the reserve forecasting and reporting process in both its Dallas and Pittsburgh offices. Prior to joining EXCO Resources, Inc., from 2007 to 2010, Mr. Moody served as the Director of Reservoir Reporting for SandRidge Energy, Inc., where he focused on economic reserves analysis and reporting, evaluating drilling joint venture proposals, asset sales, acquisitions and divestitures. Before joining Sandridge Energy, Inc., Mr. Moody founded the Montecito Consulting Group, a consulting firm specializing in financial analysis and valuation, accounting policy, and compliance with SEC and International Financial Reporting Standards regulations. Mr. Moody served in the United States Navy as a nuclear engineer. He received his Bachelor of Science degree in Nuclear Engineering Technology from Thomas Edison State College and his Master of Business Administration degree with concentrations in Finance and International Management from the Simon Graduate School of Business, University of Rochester.

Melissa L. Hamsher has served as our Vice President, Health, Safety, Environment & Regulatory since September 2011. Prior to joining Eclipse Resources, from August 2008 to August 2011, Mrs. Hamsher served as the Vice President of Health, Safety, Environmental and Regulatory Compliance for Rex Energy where she was responsible for the establishment and management of Rex Energy’s health, safety, environmental and regulatory programs, including the establishment of its Marcellus Shale drilling & completion best practices and water management. Prior to joining Rex Energy, from September 2002 to August 2008, Mrs. Hamsher was an engineer for the Pennsylvania Department of Environmental Protection, Bureau of Oil and Gas Management. Mrs. Hamsher holds Bachelor of Science degrees in Structural Design and Construction Engineering and Environmental Engineering from The Pennsylvania State University.

Lawrence Gorski has served as our Vice President, Administration since August 2013. Prior to joining Eclipse Resources, from April 2009 to August 2013, Mr. Gorski served as the Senior Vice President, Human Resources for F.N.B. Corporation, a publicly traded bank holding company. Prior to joining F.N.B Corporation, from December 2007 to April 2009, Mr. Gorski was the Vice President, Human Resources and Administration for Rex Energy. Mr. Gorski has over 30 years of experience in employee and labor relations and compliance and regulatory matters in global public companies. He has chaired compensation and benefit committees and worked with boards of directors on compensation, benefits, stock plans and executive succession matters. Mr. Gorksi has experience in mergers and acquisitions in Europe and North America and he has also handled matters with the National Labor Relations Board, Occupational Safety and Health Administration, the Equal Employment Opportunity Commission, the Internal Revenue Service, the U.S. Department of Labor and various international

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regulatory authorities. Mr. Gorski earned a Bachelor of Arts degree in Labor Studies from The Pennsylvania State University, a Master of Arts degree in Personnel and Industrial Relations from St. Francis University, and a law degree from the Duquesne University School of Law.

Todd Bart has served as our Vice President and Controller since October 2013. From February 2011 until September 2013, Mr. Bart served as our Director of Accounting. Mr. Bart has over 15 years of oil and gas industry accounting experience. Prior to joining Eclipse Resources, from August 2007 until January 2011, Mr. Bart was a self-employed accountant, performing small business consulting services. From April 2006 until July 2007, Mr. Bart served as the Chief Financial Officer for EnerJex Resources, Inc., a mid-continent oil and gas exploration and production company. Prior to joining EnerJex Resources, Inc., from January 2005 to March 2006, Mr. Bart was the Vice President and Controller for Bois d’Arc Energy, Inc., an independent oil and gas exploration and production company with operations focused in the Gulf of Mexico. Prior to joining Bois d’Arc Energy, Inc., from 1995 until 2004, Mr. Bart was an executive financial officer for PANACO, Inc., an independent oil and gas exploration and production company with operations focused in the Gulf of Mexico and onshore in the Gulf Coast region. Mr. Bart received his Bachelor of Business Administration in Accounting degree from Abilene Christian University. Mr. Bart received his Certified Public Accountant designation from the State of Kansas in 1993 and the State of Texas in 1991 and is currently a member of the American Institute of Certified Public Accountants.

John Colling, Jr. has served as our Vice President, Treasurer since May 2014. Prior to joining Eclipse Resources, from December 2010 through April 2014, Mr. Colling was a self-employed accounting and treasury consultant advising clients on acquisition valuation, capital deployment and financing transactions, including senior debt financings and initial public offerings. From May 2008 through December 2010, Mr. Colling served as President of Certicell LLC, a provider of reverse logistic and repair management services for electronic products where his responsibilities included management of U.S. reverse logistic operations and financial and administrative activities. From July 2005 through May 2008, Mr. Colling served as the Treasurer of MAPCO Express and Delek Refining, each a subsidiary of Delek US Holdings, Inc., an integrated downstream energy company that operates in petroleum refining, logistics, and convenience store retailing businesses. Mr. Colling also served as the Vice President and Treasurer of Delek US Holdings, Inc. from May 2006 until May 2008. From November 2003 to July 2005, Mr. Colling was the Treasurer of Nu-kote International, Inc., a manufacturer and distributor of printer cartridges, and from July 1990 to September 2003, Mr. Colling served as the Vice President and Treasurer of Magnetek, Inc., a provider of digital power and electronic products, where he was responsible for world-wide treasury activities including, mergers and acquisitions, corporate finance transactions, corporate risk management and financial planning. Mr. Colling holds a Bachelor of Science degree from the University of Illinois and a Master of Business Administration degree from Southern Illinois University. He received his Certified Public Accounting designation from the State of Illinois.

Board of Directors

Our board of directors currently consists of 6 members, Benjamin W. Hulburt, Christopher K. Hulburt, D. Martin Phillips, Robert L. Zorich, Douglas E. Swanson, Jr., and Mark E. Burroughs, Jr. In connection with the completion of this offering, we will enter into a stockholders agreement with Eclipse Holdings and its limited partners, the EnCap Funds, the Management Funds and Management Holdco, which we refer to as our principal stockholders. Please see “Certain Relationships and Related Party Transactions—Stockholders Agreement.” Pursuant to the stockholders agreement, we and our principal stockholders will agree to take certain actions to cause individuals designated by our principal stockholders to become members of our board of directors. We expect that Randall M. Albert, Richard D. Paterson and Joseph C. Winkler, III will become members of our board of directors in connection with the closing of this offering.

At the time we complete this offering, Messrs. Paterson (Chair), Albert and Winkler will serve on our audit committee. We also expect that our board will review the independence of our current directors using the independence standards of the NYSE, and based on this review, determine that Messrs. Phillips, Zorich, Swanson

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Burroughs, Albert, Paterson and Winkler are independent within the meaning of the NYSE listing standards currently in effect. As a result, we expect that our board of directors will consist of 9 members within one year after the completion of this offering, 7 of whom will be independent under the NYSE’s listing standards.

In evaluating director candidates, we will assess whether a candidate possesses the integrity, judgment, knowledge, experience, skills and expertise that are likely to enhance the board’s ability to manage and direct our affairs and business, including, when applicable, to enhance the ability of the committees of the board to fulfill their duties. Our directors hold office until the earlier of their death, resignation, retirement, disqualification or removal or until their successors have been duly elected and qualified.

In connection with the completion of this offering, our directors will be divided into 3 classes serving staggered 3-year terms. Class I, Class II and Class III directors will serve until our annual meetings of stockholders in 2015, 2016 and 2017, respectively. We anticipate that Messrs. Swanson and Phillips will be assigned to Class I, Messrs. Zorich and Christopher K. Hulburt will be assigned to Class II and Messrs. Burroughs and Benjamin W. Hulburt will be assigned to Class III. Messrs. Albert, Paterson and Winkler will each be assigned to one of the three classes of directors upon completion of this offering. At each annual meeting of stockholders held after the initial classification, directors will be elected to succeed the class of directors whose terms have expired. This classification of our board of directors could have the effect of increasing the length of time necessary to change the composition of a majority of the board of directors because generally at least 2 annual meetings of stockholders will be necessary for stockholders to effect a change in a majority of the members of the board of directors.

Status as a Controlled Company

Because Eclipse Holdings and its limited partners, including the EnCap Funds, the Management Funds and Management Holdco, will collectively beneficially own a majority of our outstanding common stock following the completion of this offering and will be deemed a group as a result of the stockholders agreement to be entered into in connection with the closing of this offering, we expect to be a controlled company under NYSE corporate governance standards. A controlled company may elect not to comply with certain NYSE corporate governance standards, including the requirements that:

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a majority of our board of directors consist of independent directors;

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we have a nominating and corporate governance committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

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we have a compensation committee that is composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

Following this offering, we intend to utilize the exemptions relating to the nominating and governance committee and compensation committee requirements, but expect that our board of directors will consist of a majority of independent directors within the meaning of the NYSE listing standards currently in effect. However, we may utilize any of these exemptions for so long as we are a controlled company. Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to all of the corporate governance requirements of the NYSE.

Notwithstanding our status as a controlled company, we will remain subject to the NYSE corporate governance standard that requires us to have an audit committee composed entirely of independent directors. As a result, we must have at least one independent director on our audit committee by the date our common stock is listed on the NYSE, at least two independent directors on our audit committee within 90 days after the listing date and at least three independent directors on our audit committee within one year after the listing date.

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Committees of the Board of Directors

Upon the completion of this offering, we will have an audit committee of our board of directors, and may have such other committees as the board of directors shall determine from time to time. We anticipate the audit committee of our board of directors will have the composition and responsibilities described below.

Audit Committee

We will establish an audit committee prior to the completion of this offering. Rules implemented by the NYSE and SEC require us to have an audit committee comprised of at least three directors who meet the independence and experience standards established by the NYSE and the Exchange Act, subject to transitional relief during the one-year period following the completion of this offering. We anticipate that following completion of this offering, our audit committee will initially consist of Messrs. Paterson (Chair), Albert and Winkler, each of whom will be independent under the rules of the SEC and the listing standards of the NYSE. As required by the rules of the SEC and listing standards of the NYSE, the audit committee will consist solely of independent directors. SEC rules also require that a public company disclose whether or not its audit committee has an “audit committee financial expert” as a member. An “audit committee financial expert” is defined as a person who, based on his or her experience, possesses the attributes outlined in such rules. We anticipate that at least one of our independent directors on our audit committee will satisfy the definition of “audit committee financial expert.”

The audit committee will oversee, review, act on and report on various auditing and accounting matters to our board of directors, including: the selection of our independent accountants, the scope of our annual audits, fees to be paid to the independent accountants, the performance of our independent accountants and our accounting practices. In addition, the audit committee will oversee our compliance programs relating to legal and regulatory requirements. We expect to adopt an audit committee charter defining the committee’s primary duties in a manner consistent with the rules of the SEC and applicable stock exchange or market standards.

Lack of Compensation Committee Interlocks and Insider Participation

Because we are a controlled company within the meaning of the NYSE corporate governance standards, we do not have a compensation committee. Messrs. Burroughs, Swanson, Phillips and Zorich have historically made all final determinations regarding executive officer compensation. For a description of certain transactions involving us and our directors and executive officers, see “Certain Relationships and Related Party Transactions.”

Code of Business Conduct and Ethics

Prior to the completion of this offering, our board of directors will adopt a code of business conduct and ethics applicable to our employees, directors and officers, in accordance with applicable U.S. federal securities laws and the corporate governance rules of the NYSE. Any waiver of this code may be made only by our board of directors and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of the NYSE.

Corporate Governance Guidelines

Prior to the completion of this offering, our board of directors will adopt corporate governance guidelines in accordance with the corporate governance rules of the NYSE.

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EXECUTIVE COMPENSATION

Named Executive Officers

For fiscal year 2013, our Named Executive Officers were as follows. Please see “Management” for a description of our current executive officers, including historical roles held by our 2013 Named Executive Officers.


Name		Principal Position
Benjamin W. Hulburt		Chairman, President and Chief Executive Officer
Matthew R. DeNezza		Executive Vice President and Chief Financial Officer
Thomas S. Liberatore		Executive Vice President and Chief Operating Officer
Christopher K. Hulburt		Executive Vice President, Secretary and General Counsel

Summary Compensation Table

The following table summarizes, with respect to our Named Executive Officers, information relating to the compensation earned for services rendered in all capacities during the fiscal year ended December 31, 2013.


Name and Principal Position	Year		Salary		Bonus		Equity Awards ⁽¹⁾		All Other Compensation ⁽²⁾		Total
Benjamin W. Hulburt		2013		$261,038		$—		$—		$29,217		$290,255
( Chairman, President and CEO )

Matthew R. DeNezza		2013		$195,673 ⁽³⁾		$150,000 ⁽⁴⁾		$12,580		$56,615		$414,868
( Executive Vice President and CFO )

Thomas S. Liberatore		2013		$261,038		$—		$—		$28,393		$289,431
( Executive Vice President and COO )

Christopher K. Hulburt		2013		$261,038		$—		$—		$28,857		$289,895
( Executive Vice President, Secretary and General Counsel )

(1)

Amount shown represents the grant date fair value of Class C-1 Units and Class C-2 Units of Eclipse I granted to Mr. DeNezza as determined in accordance with FASB ASC Topic 718.

(2)

Includes 401(k) match, health and life insurance benefits and cellphone allowance, and for Mr. DeNezza, $37,843 of relocation reimbursement.

(3)

Mr. DeNezza commenced employment with us on April 1, 2013.

(4)

Represents sign-on bonus received upon commencement of employment.

Narrative Description to the Summary Compensation Table for the 2013 Fiscal Year

We have begun the process of reviewing our executive compensation program with the goal of modifying it to be more suitable for a public company. To aid in this process, our board of directors has engaged a nationally recognized compensation consultant, which we refer to herein as the Compensation Consultant, for compensation advice and analysis. The following discussion describes the elements of our current executive compensation program and identifies certain changes that are contemplated to be made in connection with this offering.

Base Salary

Each Named Executive Officer’s base salary is a fixed component of compensation for each year for performing specific job duties and functions. The base salaries of Messrs. DeNezza, Liberatore and C. Hulburt, were set pursuant to arms-length negotiations with our senior management, subject to EnCap’s approval. Mr. Benjamin W. Hulburt’s base salary was set pursuant to arms-length negotiations directly with the representatives of EnCap serving on our board of directors.

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In connection with this offering, we anticipate that an informal compensation committee comprised of Mr. Phillips, Mr. Zorich, Mr. Swanson and Mr. Burroughs, which we refer to as the Committee, will analyze the appropriateness of the base salary for each of our Named Executive Officers in light of the base salaries of other executives in the peer group that we identify with the assistance of the Compensation Consultant, both on a stand-alone basis and as a component of total compensation.

Annual Cash Bonus

For fiscal 2013, the only cash bonus awarded to our Named Executive Officers was a $150,000 sign-on bonus paid to Mr. DeNezza in connection with the commencement of his employment with us.

Following the conclusion of our Committee’s review of our compensation program with data and analysis provided by the Compensation Consultant, we expect to implement an annual incentive cash bonus program to reward the achievement of financial or operational goals so that total compensation reflects actual company and individual performance.

Long-Term Incentive Compensation

Incentive Units

Eclipse I has issued non-voting Series C-1 units and Series C-2 units, which we refer to as the Incentive Units, to certain employees of Eclipse I and Eclipse Operating. As limited partners of Eclipse I, the holders of Incentive Units will begin to participate in distributions from Eclipse I after distributions have been made to the EnCap Funds, as limited partners of Eclipse Holdings, to satisfy specified hurdle rates and return on investment factors, with the level of participation in such distributions adjusting upwards if such distributions satisfy additional specified hurdle rates and return on investment factors. Holders of Series C-2 units participate in distributions after holders of Series C-1 units have received specified cash distributions from Eclipse I. The Incentive Units vest on varying schedules as determined by the vesting schedule set forth in each grant agreement (generally in equal annual amounts over a set period of time or upon a sale of Eclipse), and a holder of Incentive Units forfeits unvested Incentive Units upon ceasing to be an employee of Eclipse I or Eclipse Operating. The vesting of the Incentive Units will not be accelerated as a result of our corporate reorganization or the offering or sale of our common stock in this offering.

Prior to our corporate reorganization, the holders of Incentive Units will contribute their Incentive Units to Management Holdco, which will hold all outstanding Incentive Units. The former holders of Incentive Units will then have economic rights as limited partners of Management Holdco that will approximate as closely as practicable the economic rights such holders had when directly holding their Incentive Units. For example, a former holder of Incentive Units receives a percentage of distributions from Management Holdco calculated by dividing (i) the distributions from Eclipse I to Management Holdco attributable to the former holder’s contributed Incentive Units by (ii) the aggregate distributions from Eclipse I to Management Holdco attributable to all contributed Incentive Units. The Incentive Units will remain subject to the terms of the employees’ respective award agreements, such as the vesting provisions set forth in those agreements.

In connection with our corporate reorganization, Management Holdco will contribute the Incentive Units it holds to Eclipse Holdings in exchange for limited partner interests in Eclipse Holdings that are substantially identical to the Incentive Units, and Eclipse Holdings will subsequently contribute Incentive Units to Eclipse Resources Corporation. As a result, following our corporate reorganization, employees that formerly held Incentive Units will continue to hold limited partner interests in Management Holdco, which itself will hold limited partner interests in Eclipse Holdings that are economically substantially identical to the Incentive Units formerly held by those employees. Management Holdco, as a limited partner of Eclipse Holdings and holder of the incentive units of Eclipse Holdings, will begin to participate in distributions from Eclipse Holdings after distributions have been made to the EnCap Funds, as limited partners of Eclipse Holdings, to satisfy specified hurdle rates and return on investment factors, with the level of participation in such distributions adjusting upwards if such distributions satisfy additional specified hurdle rates and return on investment factors.

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Our management’s indirect ownership of limited partner interests in Eclipse Holdings provides our management with a strong incentive to continue to grow the value of our company. Specifically, the level of participation of Management Holdco in the distributions from Eclipse Holdings adjusts following any “payout,” which occurs when: (i) the aggregate distributions to the EnCap Funds, when discounted at the applicable hurdle rate from the respective dates of such distributions to January 31, 2011, equal the aggregate capital contributions of the EnCap Funds, when discounted at the applicable hurdle rate from the respective dates of such capital contributions to January 31, 2011; and (ii) the aggregate distributions that the EnCap Funds have received equal or exceed the product of the applicable return on investment factor and the aggregate capital contributions made by the EnCap Funds. Management Holdco will: (i) participate in 12.07% of distributions following the first payout (i.e., a payout using a hurdle rate of 8% per annum compounded monthly and a return on investment factor of 1.10); (ii) participate in 22.42% of distributions following the second payout (i.e., a payout using a hurdle rate of 20% per annum compounded monthly and a return on investment factor of 1.75); and (iii) participate in 27.59% of distributions following the third payout (i.e., a payout using a hurdle rate of 30% per annum compounded monthly and a return on investment factor of 2.50).

Distributions from Eclipse Holdings to Management Holdco (and therefore indirectly to the former holders of Incentive Units) will be made from the assets of Eclipse Holdings through either (i) an in-kind distribution of our common stock that will be held by Eclipse Holdings immediately following our corporate reorganization, or (ii) a cash distribution generated by the sale of such common stock at the discretion of the board of Eclipse Holdings. Compensation expense for the Incentive Units is calculated based on the fair value of the award at the date of grant and is recognized over the requisite service period. Such charges to stock compensation expense for awards that continue to vest subsequent to our corporate reorganization will be recorded by us and credited to additional paid-in capital. If the vesting of the Incentive Units is accelerated through a sale or transfer of all or substantially all of our common stock or assets, any unrecognized compensation cost will be recorded at that time.

In 2013, Mr. DeNezza was granted Series C-1 units and Series C-2 units of Eclipse I in connection with the commencement of his employment with us. The Incentive Units issued to Mr. DeNezza in 2013 are subject to vesting, with one-third of each class of the Incentive Units vesting on each anniversary of his hire date, though the vesting may accelerate upon the earlier of a sale or transfer of substantially all of the interests or assets of Eclipse I, including by way of a merger; provided that the vesting of such units will not be accelerated as a result of our corporate reorganization or the offering or sale of our common stock in this offering.

Long-Term Incentive Plan

To incentivize management members following the completion of this offering, we anticipate that our board of directors will adopt an omnibus long-term incentive plan for employees, consultants and directors, which we refer to as the LTIP. Once adopted, our Named Executive Officers will be eligible to participate in the LTIP, which we expect will become effective upon the consummation of this offering. We anticipate that the LTIP will provide for the grant of bonus stock, restricted stock, restricted stock units, options, stock appreciation rights, dividend equivalent rights, performance awards, annual incentive awards and other stock-based awards intended to align the interests of key employees (including the Named Executive Officers) with those of our stockholders.

Set forth below is a summary of our current expectations of the material features of the LTIP that we anticipate our board of directors will adopt. The terms and conditions described below remain subject to change unless and until our board of directors adopts the LTIP.

The LTIP – Generally

The LTIP will provide us with the flexibility to make grants of stock options (both incentive stock options or options that do not constitute incentive stock options), restricted stock, restricted stock units, dividend equivalents, performance awards, annual incentive awards, bonus stock awards, or other stock-based awards. All officers and

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employees of Eclipse Resources or our subsidiaries, as well as other individuals who provide services to us or our subsidiaries (including directors), will be eligible to receive awards under the LTIP. The LTIP will expire upon the earliest of (i) its termination by our board of directors, (ii) the date common stock is no longer available under the LTIP for grants of awards, or (iii) the tenth anniversary of the effective date of the LTIP. Shares that may be granted under the LTIP are subject to the availability of shares in the share pool.

Administration of LTIP

The LTIP will initially be administered by our board of directors or a subcommittee thereof (the “Plan Committee”). Under the terms of the LTIP, the Plan Committee will have the power to: (i) adopt, amend, and rescind administrative and interpretative rules and regulations relating to the LTIP; (ii) determine which eligible individuals will be granted awards under the LTIP and the time or times at which such awards will be granted; (iii) determine the amount of cash and/or the number of shares of common stock that will be subject to each award under the LTIP; (iv) determine the terms and provisions of each award agreement; (v) accelerate the time of vesting or exercisability of any award that has been granted under the LTIP; (vi) construe the respective award agreements and the LTIP; (vii) make determinations of the fair market value of the common stock pursuant to the LTIP; (viii) delegate its duties under the LTIP (including, but not limited to, the authority to grant awards) to such agents as it may appoint from time to time; (ix) subject to the terms of the LTIP, terminate, modify, or amend the LTIP; and (x) make all other determinations, perform all other acts, and exercise all other powers and authority necessary or advisable for administering the LTIP, including the delegation of those ministerial acts and responsibilities as our Plan Committee deems appropriate.

Shares Available for Awards Under the LTIP

We expect the aggregate maximum number of shares of our common stock that may be issued under the LTIP will not exceed . Shares of common stock cancelled, settled in cash, forfeited, withheld, or tendered by the participant to satisfy exercise prices or tax withholding obligations will be available for delivery pursuant to other awards. The common stock delivered pursuant to such awards may be common stock acquired in the open market or acquired from any affiliate or other person, or any combination of the foregoing, as determined in the discretion of the Plan Committee.

We expect the LTIP to provide that in any single calendar year during the term of the LTIP an employee may not be granted stock options or stock appreciation rights relating to more than shares of our common stock. Further, we expect that the following limitations will apply with respect to performance awards granted under the LTIP to the extent the performance awards are intended to qualify as “performance-based compensation” under section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), and granted to a “covered employee” as defined under section 162(m) of the Code:

•

The maximum number of shares of our common stock that may be subject to awards denominated in shares of our common stock granted to any one individual during any one calendar year in the term of the LTIP (excluding awards granted in connection with this offering) may not exceed shares; and

•

The maximum payment under any performance award denominated in dollars that may be granted to a covered employee during any calendar year will be $ for each 12-month period contained in the performance period for such performance award.

We expect that the LTIP will provide that if we effect a subdivision or consolidation or an extraordinary cash dividend on the shares of our common stock, the number of shares of stock subject to the award and the purchase price thereunder (if applicable) will be proportionately adjusted. If we recapitalize, reclassify, or otherwise change our capital structure, outstanding awards will be adjusted so that the award will thereafter cover the number and class of shares to which the holder would have been entitled if he had been the holder of record of the shares covered by such award immediately prior to the recapitalization, reclassification, or other change in our capital structure. Further, the aggregate number of shares available under the LTIP and the individual award limitations described above will also be appropriately adjusted.

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Types of LTIP Awards

At the discretion of our Plan Committee, we expect that awards under the LTIP may be granted in the forms described below. Each award will be evidenced by an award agreement setting forth the specific terms and conditions applicable to the award.

Options . The LTIP will provide for the granting of incentive stock options or options that do not constitute incentive stock options. The Plan Committee will determine the terms of any stock options granted under the LTIP, including the purchase price and when such options become vested and exercisable. The Plan Committee will also determine the term of each option (up to a maximum term of 10 years), the time at which an option may be exercised, and the method by which payment of the purchase price may be made.

Stock Appreciation Rights . Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of our common stock between the date of grant and the exercise date. The Plan Committee will determine the terms of any stock appreciation rights, including when such rights become vested and exercisable and whether to pay the appreciation in cash, in shares of our common stock, or a combination thereof. The term of each stock appreciation right may not exceed 10 years from the date of grant.

Restricted Stock . Pursuant to a grant of restricted stock, shares of our common stock may be issued or delivered to participants, subject to certain restrictions on the disposition thereof and certain obligations to forfeit the shares to us as may be determined in the discretion of the Plan Committee. The restrictions on disposition and the forfeiture restriction for restricted stock may lapse at such times and under such circumstances (including based on achievement of performance goals and/or future service requirements) or in such installments as the Plan Committee may determine. The recipient may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of the shares until the expiration of the restriction period. However, upon the issuance of shares of our common stock pursuant to a restricted stock award, except as otherwise determined by the Plan Committee, the holder will have all the rights of a holder of our common stock with respect to the shares, including the right to vote the shares and to receive all dividends and other distributions paid with respect to the shares. Dividends made on restricted stock may or may not be subjected to the same vesting provisions as the restricted stock, depending on the terms of the award agreement pursuant to which the restricted stock award is granted.

Restricted Stock Units . A restricted stock unit is a notional share of our common stock that entitles the grantee to receive a share of our common stock upon the vesting of the restricted stock unit or, in the discretion of the Plan Committee, the cash equivalent to the value of a share of our common stock. The Plan Committee may determine to make grants of restricted stock units under the LTIP to participants containing such terms as it determines. The Plan Committee will determine the period over which restricted stock units granted to participants will vest. Like restricted stock, restricted stock units may vest over time, pursuant to performance criteria, or based on a combination of service and performance.

Dividend Equivalents . The Plan Committee, in its discretion, may grant dividend equivalent rights (either tandem to other awards or on a stand-alone basis) that entitle the holder to receive cash, stock, or other awards equal to any dividends made on a specified number of shares of common stock.

Performance and Annual Incentive Awards . For awards granted under the LTIP that are based upon performance criteria specified by the Plan Committee, the Plan Committee will establish the maximum number of shares of common stock subject to, or the maximum value of, each performance award and the performance period over which the performance applicable to the award will be measured. As determined by the Plan Committee, the performance goals applicable to an award may provide for a targeted level or levels of achievement, measured on a GAAP or non-GAAP basis, relating to earnings per share, increase in revenues, increase in cash flow, increase in cash flow from operations, increase in cash flow return, return on net assets, return on assets, return on investment, return on capital, return on equity, economic value added, operating margin, contribution margin, net income, net income per share, pretax earnings, pretax earnings before interest,

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depreciation and amortization, pretax operating earnings after interest expense and before incentives, service fees, and extraordinary or special items, total stockholder return, debt reduction, market share, change in the fair market value of our stock, operating income, amount of oil and natural gas reserves, oil and natural gas reserve additions, cost of finding oil and natural gas reserves, oil and natural gas reserve replacement ratios, oil and natural gas production amounts, oil and natural gas production sales amounts, safety targets, regulatory compliance, and any of the above goals determined on an absolute or relative basis or as compared to the performance of a published or special index deemed applicable by the Plan Committee, including, but not limited to, the Standard & Poor’s 500 Stock Index or a group of comparable companies. Performance goals may differ from participant to participant and from award to award. Any of these metrics may be subject to adjustment as provided in the LTIP. Payment of a performance award may be made in cash, shares of our common stock, or a combination thereof, as determined by the Plan Committee. The Plan Committee may establish a performance pool, which will be an unfunded pool, for purposes of measuring the achievement of a performance goal or goals based on one or more criteria set forth above during the given performance period. The Plan Committee may specify the amount of a performance pool as a percentage of any of such criteria, a percentage in the excess of a threshold amount, or as another amount which need not be linearly related to such criteria.

Bonus Stock Awards . Bonus stock awards are unrestricted shares of our common stock that are subject to such terms and conditions as the Plan Committee may determine. They need not be subject to performance criteria or objectives or to forfeiture.

Other Stock-Based Awards . The Plan Committee, in its discretion, may also grant to participants an award denominated or payable in, referenced to, or otherwise based on or related to the value of our common stock.

Recoupment Policy . We expect that all payments will be subject to our Recoupment Policy, as may be amended by our board of directors from time to time.

Change in Control

The LTIP will provide that, upon a “change in control” (as defined in the LTIP), the Plan Committee, in its sole discretion, may accelerate the vesting and exercise date of options and stock appreciation rights, cancel options and stock appreciation rights, and cause us to make payments in respect thereof in cash or adjust the outstanding options and stock appreciation rights as appropriate to reflect the change in control. In addition, under the LTIP, upon the occurrence of a change in control, the Plan Committee will be permitted to fully vest any awards then outstanding (including restricted stock, restricted stock units, and performance awards) or make such other adjustments to awards as it deems appropriate.

Amendment and Termination of the LTIP

Our board of directors will be permitted to terminate the LTIP at any time with respect to any shares of our common stock for which awards have not been granted. Our board will also be permitted to alter or amend the LTIP or any part thereof or award thereunder from time to time; provided that no change to the LTIP or such award may be made that would materially impair the rights of a participant without consent of the participant. To the extent any amendment to the LTIP requires stockholder approval pursuant to any applicable federal or state law or regulation or the rule of any stock exchange or automated quotation system on which our common stock may then be listed or quoted, including any increase in any share limitation, such amendment will be subject to the approval of our stockholders.

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Outstanding Equity Awards at 2013 Fiscal Year End

Grant
Date

Stock Awards

Name ⁽¹⁾

Number of Shares
or Units of Stock
That Have Not
Vested as of 12/31/13
(#)

Value of Shares or
Units of Stock That
Have Not
Vested as of 12/31/13
($)

Benjamin W. Hulburt ⁽²⁾

Eclipse I Class C Units (Series C-1)

1/31/11

76.11

—

Matthew R. DeNezza ⁽⁴⁾

Eclipse I Class C Units (Series C-1)

4/1/2013

12,580

Eclipse I Class C Units (Series C-2)

4/1/2013

105

—

Thomas S. Liberatore ⁽⁴⁾

Eclipse I Class C Units (Series C-1)

6/30/11

76.11

—

Christopher K. Hulburt ⁽²⁾

Eclipse I Class C Units (Series C-1)

1/31/11

76.11

—

(1)

The Eclipse I Class C Units (Series C-1) are non-voting limited partnership interests that are entitled to participate in distributions by Eclipse I only after applicable payout thresholds for the Class A-1 and Class B units have been met. The Eclipse I Class C Units (Series C-2) are non-voting limited partnership interests that are entitled to participate in distributions by Eclipse I only after applicable payout thresholds for the Class A-1, Class B and higher ranking Class C units have been met.

(2)

The Eclipse I Class C Units (Series C-1) reported in this table for Messrs. Benjamin W. Hulburt and Christopher K. Hulbert fully vested on February 1, 2014.

(3)

The Eclipse I Class C Units (Series C-1) and Eclipse I Class C Units (Series C-2) reported in this table for Mr. DeNezza will vest in three equal annual installments beginning April 1, 2014, though vesting will accelerate upon the earlier of a sale or transfer of substantially all of the interests in or assets of Eclipse I, including by way of merger; provided that the vesting of such units will not be accelerated as a result of our corporate reorganization or the offering or sale of our common stock in this offering. Mr. DeNezza will forfeit any unvested units upon the termination of his employment with us for any reason, though vested units will remain outstanding.

(4)

The Eclipse I Class C Units (Series C-1) reported in this table for Mr. Liberatore will vest in full on June 1, 2014, though vesting will accelerate upon the earlier of a sale or transfer of substantially all of the interests in or assets of Eclipse I, including by way of merger; provided that the vesting of such units will not be accelerated as a result of our corporate reorganization or the offering or sale of our common stock in this offering. Mr. Liberatore will forfeit any unvested units upon the termination of his employment with us for any reason, though vested units will remain outstanding.

Neither our corporate reorganization nor this offering will result in a “change in control” under the limited partnership agreement for Eclipse I that would result in a distribution of cash or shares.

Additional Narrative Disclosure Regarding Retirement Benefits and Other Potential Payments Upon Termination or a Change in Control

Retirement Benefits

We currently maintain a retirement plan intended to provide benefits under section 401(k) of the Code, under which employees, including our Named Executive Officers, are allowed to contribute portions of their compensation to a tax-qualified retirement account. Under our 401(k) plan, we provide matching contributions equal to 100% of the first 6% of employees’ eligible compensation contributed to the plan.

As described in more detail under “—Narrative Description to the Summary Compensation Table for the 2013 Fiscal Year—Long-Term Incentive Compensation” above, the Incentive Units held by our Named

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Executive Officers are either forfeited or remain outstanding following the officer’s termination of employment, with no acceleration of vesting or payment being made under the awards upon such termination of employment.

Employment, Severance or Change in Control Agreements

We historically have not maintained any employment, severance or change in control agreements with any of our Named Executive Officers. In addition, none of the Named Executive Officers are entitled to any payments or other benefits in connection with a termination of their employment or a change in control, except that in certain instances, a change in control (a “Fundamental Change,” as such term is defined in the Eclipse I LP Agreement and summarized under “—Narrative Description to the Summary Compensation Table for the 2013 Fiscal Year Long Term Incentive Compensation—Long-Term Incentive Compensation—Incentive Units” above) may result in a distribution of cash or shares of our common stock being made to holders of vested Incentive Units, in accordance with the distribution priority specified in the Eclipse I LP Agreement (unvested Incentive Units do not become vested upon a change in control). We expect that we will enter into employment agreements with each of our Named Executive Officers after the closing of this offering.

Compensation of Directors

We did not award any compensation to our non-employee directors during 2013. Going forward, our board of directors believes that attracting and retaining qualified non-employee directors will be critical to the future value growth and governance of our company. Our board of directors also believes that the compensation package for our non-employee directors should require a portion of the total compensation package to be equity-based to align the interest of these directors with our stockholders.

We are reviewing the non-employee compensation package paid by our peer group and are considering a non-employee director compensation program. We expect that directors who are also our employees will not receive any additional compensation for their service on our board of directors.

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PRINCIPAL AND SELLING STOCKHOLDERS

Beneficial Ownership

The following table sets forth information with respect to the beneficial ownership of our common stock as of May 15, 2014 after giving effect to our corporation reorganization by:

•

each person known to us to beneficially own more than 5% of our common stock;

•

each of our named executive officers;

•

each of our directors and any director nominees;

•

all of our directors and executive officers as a group; and

•

each of the selling stockholders.

Except as otherwise noted, the person or entities listed below have sole voting and investment power with respect to all shares of our common stock beneficially owned by them, except to the extent this power may be shared with a spouse. All information with respect to beneficial ownership has been furnished by the respective directors, officers and 5% or more stockholders, as the case may be. Unless otherwise noted, the mailing address of each person or entity named in the table is c/o Eclipse Resources Corporation, 2121 Old Gatesburg Road, Suite 110, State College, Pennsylvania 16803. Please see “Certain Relationships and Related Party Transactions” for a discussion of positions, offices and other material relationships which the selling stockholder has had with us, our predecessors and affiliates during the past three years.

We have determined beneficial ownership in accordance with the rules of the SEC. Prior to the completion of our corporate reorganization (which will occur immediately prior to or contemporaneously with the completion of this offering), the ownership interests of our existing owners were represented by partnership interests in Eclipse I.

The selling stockholders have granted the underwriters the option to purchase up to additional shares of common stock and will sell such shares only to the extent such option is exercised.

Shares Beneficially Owned
Prior to the Offering

Shares
Being
Offered

Shares Beneficially Owned
After the Offering

Name and Address of Beneficial Owner

Number

Percentage

Number

Percentage

Selling Stockholders and 5% Stockholders ⁽¹⁾ :

Eclipse Holdings, L.P.

—

⁽²⁾

EnCap Funds ⁽³⁾

⁽⁴⁾

—

The Hulburt Family II Limited Partnership

⁽⁴⁾

—

CKH Partners II, L.P.

⁽⁴⁾

—

Kirkwood Capital, L.P.

⁽⁴⁾

—

Directors, Director Nominees and Named Executive Officers:

Benjamin W. Hulburt ⁽¹⁾

—

D. Martin Phillips ⁽¹⁾

—

Robert L. Zorich ⁽¹⁾

—

Douglas E. Swanson, Jr. ⁽¹⁾

—

Mark E. Burroughs, Jr. ⁽¹⁾

—

Christopher K. Hulburt ⁽¹⁾

—

Randall M. Albert

—

Richard D. Paterson

—

Joseph C. Winkler, III

—

Matthew R. DeNezza

—

Thomas S. Liberatore ⁽¹⁾

—

All Directors and Executive Officers as a Group (8 Persons) ⁽¹⁾

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Less than one percent.

(1)

Eclipse Holdings is governed by a board of managers that includes three members (currently Benjamin W. Hulburt, Christopher K. Hulburt and Thomas S. Liberatore) appointed by the Management Funds and four members (currently Mark E. Burroughs, Jr., Douglas E. Swanson, Jr., Robert L. Zorich and D. Martin Phillips) appointed by the EnCap Funds. The board of managers has authority to vote or dispose of the common stock held by Eclipse Holdings, subject to the terms of the stockholders agreement described below.

Following our corporate reorganization, funds affiliated with EnCap, specifically EnCap Energy Capital Fund VIII, L.P., EnCap Energy Capital Fund VIII Co-Investors, L.P. and EnCap Energy Capital Fund IX, L.P., will collectively own % of the Class A limited partner interests in Eclipse Holdings. The EnCap Funds are controlled indirectly by David B. Miller, D. Martin Phillips, Gary R. Petersen, and Robert L. Zorich, who are the controlling members of RNBD GP LLC. RNBD GP LLC is the sole member of EnCap Investments GP, L.L.C., which is the general partner of EnCap Investments L.P., which is the general partner of (i) EnCap Equity Fund VIII GP, L.P., which is the general partner of EnCap Energy Capital Fund VIII, L.P. and EnCap Energy Capital Fund VIII Co-Investors, L.P., and (ii) EnCap Equity Fund IX GP, L.P, which is the general partner of EnCap Energy Capital Fund IX, L.P. The address for the EnCap Funds is 1100 Louisiana Street, Suite 4900, Houston, Texas 77002.

Following our corporate reorganization, The Hulburt Family II Limited Partnership, controlled by Benjamin W. Hulburt, will own % of the Class B limited partner interests in Eclipse Holdings, CKH Partners II, L.P., controlled by Christopher K. Hulburt, will own % of the Class B limited partner interests in Eclipse Holdings, and Kirkwood Capital, L.P., controlled by Thomas S. Liberatore, will own % of the Class B limited partner interests in Eclipse Holdings. Benjamin W. Hulburt, Christopher K. Hulburt and Thomas S. Liberatore are the beneficial owners of the shares of our common stock held by The Hulburt Family II Limited Partnership, CKH Partners II, L.P. and Kirkwood Capital, L.P., respectively, due to the control of such individuals over the respective partnerships.

Following our corporate reorganization, Management Holdco will own % of the Class C limited partner interests in Eclipse Holdings. Benjamin W. Hulburt, Christopher K. Hulburt, Matthew R. DeNezza and Thomas S. Liberatore have equal ownership interests in, and serve as the members of the board of managers of, Eclipse Management GP, LLC, the general partner of Management Holdco, and therefore indirectly control Management Holdco.

We, Eclipse Holdings, and the foregoing limited partners of Eclipse Holdings will enter into a stockholders agreement following our corporate reorganization as further described under “Corporate Reorganization—Stockholders Agreement.” In connection with the closing of this offering, we will enter into a registration rights agreement, or the Registration Rights Agreement, with Eclipse Holdings and its limited partners, the EnCap Funds, the Management Funds and Management Holdco. Pursuant to the Registration Rights Agreement, we have agreed to register the sale of shares of our common stock under certain circumstances. See “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

(2)

Assumes no exercise of the underwriters’ option to purchase additional shares of our common stock from the selling stockholders. If the underwriters’ option to purchase additional shares of common stock from the selling stockholders is exercised in full, Eclipse Holdings will distribute such shares to its limited partners that are the selling stockholders, and immediately after such distribution and the completion of the offering: Eclipse Holdings will own shares of our common stock (representing approximately % of the outstanding shares of our common stock as of the date set forth above).

(3)

Represents shares of our common stock (representing approximately % of the outstanding shares of our common stock as of the date set forth above) held by EnCap Energy Capital Fund VIII, L.P., shares of our common stock (representing approximately % of the outstanding shares of our common stock as of the date set forth above) held by EnCap Energy Capital Fund VIII Co-Investors, L.P., and shares of our common stock (representing approximately % of the outstanding shares of our common stock as of the date set forth above) held by EnCap Energy Capital Fund IX, L.P. See footnote 1 regarding the control of the EnCap Funds and their ownership interests in Eclipse Holdings.

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(4)

Assumes no exercise of the underwriters’ option to purchase additional shares of our common stock from the selling stockholders. If the underwriters’ option to purchase additional shares of common stock from the selling stockholders is exercised in full, Eclipse Holdings will distribute such shares to its limited partners that are the selling stockholders, and (i) the EnCap Funds will collectively offer shares of our common stock in the offering, (ii) The Hulburt Family II Limited Partnership will offer shares of our common stock in the offering, (iii) CKH Partners II, L.P. will offer shares of our common stock in the offering, and (iv) Kirkwood Capital, L.P. will offer shares of our common stock in the offering.

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CORPORATE REORGANIZATION

Eclipse Resources Corporation is a Delaware corporation formed by Eclipse I on February 13, 2014. Contemporaneously with, and conditional upon, the completion of this offering, a corporate reorganization will be completed as described below. Investors in this offering will only receive, and this prospectus only describes the offering of, shares of common stock of Eclipse Resources Corporation. See “Description of Capital Stock” for additional information regarding the terms of our amended and restated certificate of incorporation and amended and restated bylaws as will be in effect upon the closing of this offering and “Defined Terms” on page ii of this prospectus for definitions of terms used in this prospectus.

The corporate reorganization will consist of the following steps:

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the acquisition by Eclipse I of all of the outstanding equity interests in Eclipse Operating, an entity formed in December 2010 by members of our management team for purposes of operating Eclipse I;

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the contribution of equity interests in Eclipse I to Eclipse Holdings by the EnCap Funds, the Management Funds and Management Holdco in exchange for similar equity interests in Eclipse Holdings;

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the transfer of the outstanding equity interests in Eclipse GP, LLC, the general partner of Eclipse I, to Eclipse Holdings; and

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the contribution of equity interests in Eclipse I and the outstanding equity interests in Eclipse GP, LLC, to Eclipse Resources Corporation by Eclipse Holdings in exchange for shares of common stock of Eclipse Resources Corporation.

As a result of these steps, Eclipse Resources Corporation will become a majority controlled direct subsidiary of Eclipse Holdings, and Eclipse I will become a direct subsidiary of Eclipse Resources Corporation.

We refer to the transactions above collectively as our “corporate reorganization.”

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Ownership Structure Prior to Our Corporate Reorganization

LOGO

(1)

(2)

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Ownership Structure After Giving Effect to Our Corporate Reorganization and this Offering

LOGO

(1)

(2)

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Corporate Reorganization

In connection with our corporate reorganization, we will engage in transactions with certain affiliates and our existing equity holders. See “Corporate Reorganization” for a description of these transactions.

Historical Transactions with Affiliates

Since its inception in January 2011, Eclipse I has issued additional limited partnership interests as consideration for capital contributions received from its limited partners, including the EnCap Funds. Capital contributions made by the investment funds managed by EnCap for the years ended December 31, 2013, 2012 and 2011 were approximately $580.7 million, $67.7 million and $68.6 million, respectively. In addition, Eclipse I paid the legal fees of EnCap in connection with these transactions.

Eclipse I previously issued profits interests in Eclipse I to certain officers and employees of Eclipse Operating. In connection with our corporate reorganization, all of such profits interests will be exchanged for similar profits interests in Management Holdco, which will become a limited partner of Eclipse Holdings.

In December 2010, Eclipse Operating was formed by members of our management team for purposes of operating Eclipse I. Our Chairman, President and Chief Executive Officer, Executive Vice President, Secretary and General Counsel and Executive Vice President and Chief Operating Officer each own 33% of the membership units of Eclipse Operating. Eclipse Operating provides administrative and management services to Eclipse I under the terms of an Administrative Services Agreement. In connection with our corporate reorganization, Eclipse I will acquire of all the outstanding equity interests of Eclipse Operating for $127,500, which is the amount of the aggregate capital contributions made to Eclipse Operating by its members. As a result, Eclipse Operating will become a wholly owned subsidiary of Eclipse I.

Under the terms of the Administrative Services Agreement, Eclipse I pays Eclipse Operating a monthly management fee equal to the sum of all general and administrative expenditures incurred by Eclipse Operating in the management and administration of Eclipse I’s operations. These costs include salaries, wages and benefits, rent, insurance, and other expenses and costs required to operate Eclipse I. These expenses are billed to Eclipse I in arrears at the actual cost to Eclipse Operating. During the years ended December 31, 2013 and 2012, management fee expense totaled approximately $14.7 million and $4.2 million, respectively.

On December 16, 2013, we entered into a Gas Gathering, Processing and Fractionation Agreement with Blue Racer and its subsidiary, Blue Racer Natrium, LLC, under which we have obtained firm gathering, processing and fractionation capacity for a significant portion of our operated acreage in the Rich Gas, Condensate and Rich Condensate Windows of the Utica Core Area. See “Business—Midstream Agreements.” Blue Racer is a joint venture between Dominion Resources, Inc. and Caiman Energy II, LLC. Affiliates of EnCap owned, directly or indirectly, approximately 38% of Caiman Energy II, LLC as of December 31, 2013.

Stockholders Agreement

In connection with the completion of this offering, we will enter into a stockholders agreement, or the Stockholders Agreement, with Eclipse Holdings and its limited partners, the EnCap Funds, the Management Funds and Management Holdco, which we refer to as our principal stockholders.

The Stockholders Agreement will provide that we, Eclipse Holdings and its limited partners will agree to take certain actions, such as soliciting proxies or voting shares of our common stock, to cause our board of directors to consist of the following members: (i) Benjamin W. Hulburt, for so long as he remains our President and Chief Executive Officer; (ii) Christopher K. Hulburt, for so long as he remains our Executive Vice President, Secretary and General Counsel; and (iii) a number of members designated by the EnCap Funds, initially up to five, which number will be adjusted in the future based on the level of beneficial ownership of our shares of

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common stock by the EnCap Funds and their affiliates. For so long as the EnCap Funds and its affiliates beneficially own at least 50% of our outstanding common stock, we, Eclipse Holdings and its limited partners will take certain actions to cause at least one of the directors designated by the EnCap Funds to be a member of each committee of our board of directors (subject to applicable legal requirements and stock exchange rules). In addition, we, Eclipse Holdings and its limited partners will take certain actions to cause Benjamin W. Hulburt to be elected as Chairman of our board of directors.

Other than with respect to the election of our board of directors, each limited partner of Eclipse Holdings will be entitled to instruct Eclipse Holdings regarding how to vote the number of shares of our common stock held by Eclipse Holdings on the applicable voting record date that such limited partner would receive following a complete distribution on the applicable voting record date of the shares of our common stock held by Eclipse Holdings.

Registration Rights Agreement

In connection with the closing of this offering, we will enter into a registration rights agreement, or the Registration Rights Agreement, with Eclipse Holdings and its limited partners, the EnCap Funds, the Management Funds and Management Holdco. Pursuant to the Registration Rights Agreement, we will agree to register the resale of shares of our common stock issued in our corporate reorganization under certain circumstances.

Demand Registration Rights . At any time after the closing of this offering, subject to the limitations set forth below, Eclipse Holdings and its limited partners will have the right, to the extent they hold specified shares of our common stock, to require us by written notice to prepare and file a registration statement registering the offer and sale of a number of their shares of common stock. Generally, we are required to provide notice of the request within 5 days following the receipt of such demand request to all additional holders of our common stock that are parties to the Registration Rights Agreement, who may, in certain circumstances, participate in the registration. In no event shall a demand registration occur within 90 days of a firm commitment underwritten offering. We are also not obligated to effect any demand registration in which the anticipated aggregate value of the shares of common stock (based on a 20-day VWAP) included in such demand is less than $30 million. Once we are eligible to effect a registration on Form S-3, any such demand registration may be for a shelf registration statement. Any holder that is able to request a demand registration will also have the option to require us to effectuate a distribution of their shares of our common stock through a firm commitment underwritten offering (so long as the aggregate value of the shares to be included in the offering is at least $30 million (based on a 20-day VWAP)). We will be required to maintain the effectiveness of any such registration statement until the earlier of (i) 180 days (or two years if a “shelf registration” is requested) after the effective date or (ii) the date of the consummation of the distribution by the participating holders or on which the shares covered by the registration statement cease to be registrable securities pursuant to the Registration Rights Agreement.

Piggy-Back Rights . If, at any time, we propose to register an offering of common stock (subject to certain exceptions) whether or not for our own account, then we must give at least 5 days’ notice to all holders of registrable securities to allow them to include a specified number of their shares in that offering.

Conditions and Limitations; Expenses . These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a firm commitment underwritten offering and our right to terminate or suspend an offering under certain circumstances. We will generally pay all registration expenses in connection with our obligations under the Registration Rights Agreement, regardless of whether a registration statement is filed or becomes effective or whether any shares of our common stock are sold.

We will not be required to pay any discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar industry professionals and stock transfer taxes applicable to the resale of shares of our common stock or fees of legal counsel to any holder or selling stockholder.

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Procedures for Approval of Related Party Transactions

Prior to the closing of this offering, we have not maintained a policy for the approval of Related Party Transactions. A “Related Party Transaction” is a transaction, arrangement or relationship in which we or any of our subsidiaries was, is or will be a participant, the amount of which involved exceeds $120,000, and in which any Related Person had, has or will have a direct or indirect material interest. A “Related Person” means:

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any person who is, or at any time during the applicable period was, one of our executive officers or one of our directors;

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any person who is known by us to be the beneficial owner of more than 5% of our common stock;

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any immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5% of our common stock, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5% of our common stock; and

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any firm, corporation or other entity in which any of the foregoing persons is a partner or principal or in a similar position or in which such person has a 10% or greater beneficial ownership interest.

We anticipate that our board of directors will adopt a written related party transactions policy prior to the completion of this offering. Pursuant to this policy, we expect that our audit committee will review all material facts of all Related Party Transactions.

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DESCRIPTION OF CAPITAL STOCK

Upon completion of this offering, the authorized capital stock of Eclipse Resources Corporation will consist of 1,000,000,000 shares of common stock, $0.01 par value per share, of which shares will be issued and outstanding, and 50,000,000 shares of preferred stock, $0.01 par value per share, of which no shares will be issued and outstanding.

The following summary of the capital stock and amended and restated certificate of incorporation and amended and restated bylaws of Eclipse Resources Corporation does not purport to be complete and is qualified in its entirety by reference to the provisions of applicable law and to our amended and restated certificate of incorporation and amended and restated bylaws, which are filed as exhibits to the registration statement of which this prospectus is a part.

Common Stock

Except as provided by law or in a preferred stock designation, holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders, will have the exclusive right to vote for the election of directors and do not have cumulative voting rights. Except as otherwise required by law, holders of common stock are not entitled to vote on any amendment to the amended and restated certificate of incorporation (including any certificate of designations relating to any series of preferred stock) that relates solely to the terms of any outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote thereon pursuant to the amended and restated certificate of incorporation (including any certificate of designations relating to any series of preferred stock) or pursuant to the DGCL. Subject to prior rights and preferences that may be applicable to any outstanding shares or series of preferred stock, holders of common stock are entitled to receive ratably in proportion to the shares of common stock held by them such dividends (payable in cash, stock or otherwise), if any, as may be declared from time to time by our board of directors out of funds legally available for dividend payments. All outstanding shares of common stock are fully paid and non-assessable, and the shares of common stock to be issued upon completion of this offering will be fully paid and non-assessable. The holders of common stock have no preferences or rights of conversion, exchange, preemption or other subscription rights. There are no redemption or sinking fund provisions applicable to the common stock. In the event of any voluntary or involuntary liquidation, dissolution or winding-up of our affairs, holders of common stock will be entitled to share ratably in our assets in proportion to the shares of common stock held by them that are remaining after payment or provision for payment of all of our debts and obligations and after distribution in full of preferential amounts to be distributed to holders of outstanding shares of preferred stock, if any.

Preferred Stock

Our amended and restated certificate of incorporation authorizes our board of directors, subject to any limitations prescribed by law, without further stockholder approval, to establish and to issue from time to time one or more classes or series of preferred stock. Each class or series of preferred stock will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the board of directors, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemption rights. Except as provided by law or in a preferred stock designation, the holders of preferred stock will not be entitled to vote at or receive notice of any meeting of stockholders.

Anti-Takeover Effects of Provisions of Our Amended and Restated Certificate of Incorporation, Our Amended and Restated Bylaws and Delaware Law

Some provisions of Delaware law, our amended and restated certificate of incorporation and our amended and restated bylaws will contain provisions that could make the following transactions more difficult: acquisitions of us by means of a tender offer, a proxy contest or otherwise, or the removal of our incumbent

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officers and directors. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may otherwise consider to be in their best interest or in our best interests, including transactions that might result in a premium over the market price for our shares.

These provisions are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with us. We believe that the benefits of increased protection and our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure us outweigh the disadvantages of discouraging these proposals because, among other things, negotiation of these proposals could result in an improvement of their terms.

Delaware Law

Section 203 of the DGCL prohibits a Delaware corporation, including those whose securities are listed for trading on the NYSE, from engaging in any business combination with any interested stockholder for a period of three years following the date that the stockholder became an interested stockholder, unless:

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the transaction is approved by the board of directors before the date the interested stockholder attained that status;

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upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced; or

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on or after such time the business combination is approved by the board of directors and authorized at a meeting of stockholders by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

We will elect not to be subject to the provisions of Section 203 of the DGCL.

Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Provisions of our amended and restated certificate of incorporation and amended and restated bylaws, which will become effective upon the closing of this offering, may delay or discourage transactions involving an actual or potential change in control or change in our management, including transactions in which stockholders might otherwise receive a premium for their shares, or transactions that our stockholders might otherwise deem to be in their best interests. Therefore, these provisions could adversely affect the price of our common stock.

Among other things, upon the completion of this offering, our amended and restated certificate of incorporation and amended and restated bylaws will:

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establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our amended and restated bylaws specify the requirements as to form and content of all stockholders’ notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting;

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provide our board of directors the ability to authorize undesignated preferred stock. This ability makes it possible for our board of directors to issue, without stockholder approval, preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our company;

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provide that the authorized number of directors may be changed only by resolution of the board of directors;

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provide that all vacancies, including newly created directorships, may, except as otherwise required by law or, if applicable, the rights of holders of a series of preferred stock, be filled by the affirmative vote of a majority of directors then in office, even if less than a quorum;

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at any time after Eclipse Holdings and EnCap and their respective affiliates no longer collectively beneficially own more than 50% of the outstanding shares of our common stock,

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provide that any action required or permitted to be taken by the stockholders must be effected at a duly called annual or special meeting of stockholders and may not be effected by any consent in writing in lieu of a meeting of such stockholders, subject to the rights of the holders of any series of preferred stock with respect to such series (prior to such time, such actions may be taken without a meeting by written consent of holders of common stock having not less than the minimum number of votes that would be necessary to authorize such action at a meeting);

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provide our amended and restated certificate of incorporation and amended and restated bylaws may be amended by the affirmative vote of the holders of at least two-thirds of our then outstanding common stock (prior to such time, our amended and restated certificate of incorporation and amended and restated bylaws may be amended by the affirmative vote of the holders of a majority of our then outstanding common stock); and

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provide that special meetings of our stockholders may only be called by the board of directors, the chief executive officer or the chairman of the board (prior to such time, a special meeting may also be called at the request of stockholders holding a majority of the outstanding shares entitled to vote);

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provide for our board of directors to be divided into three classes of directors, with each class as nearly equal in number as possible, serving staggered three year terms, other than directors which may be elected by holders of preferred stock, if any. This system of electing and removing directors may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors;

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provide that we renounce any interest in existing and future investments in other entities by, or the business opportunities of, Eclipse Holdings and EnCap and any of their officers, directors, agents, stockholders, members, partners, affiliates and subsidiaries (other than our directors that are presented business opportunities in their capacity as our directors) and that they have no obligation to offer us those investments or opportunities; and

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provide that our amended and restated bylaws can be amended or repealed at any regular or special meeting of stockholders or by the board of directors, including the requirement that any amendment by the stockholders at a meeting, at any time after Eclipse Holdings and EnCap and their respective affiliates no longer collectively own more than 50% of the outstanding shares of our common stock, be upon the affirmative vote of at least 66 ² / ₃ % of the shares of common stock generally entitled to vote in the election of directors.

Forum Selection

Our amended and restated certificate of incorporation will provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for:

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any derivative action or proceeding brought on our behalf;

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any action asserting a claim of breach of a fiduciary duty owed by any of our directors, officers, employees or agents to us or our stockholders;

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any action asserting a claim against us arising pursuant to any provision of the DGCL, our amended and restated certificate of incorporation or our amended and restated bylaws; and

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any action asserting a claim against us that is governed by the internal affairs doctrine, in each such case subject to such Court of Chancery of the State of Delaware having personal jurisdiction over the indispensable parties named as defendants therein.

Our amended and restated certificate of incorporation will also provide that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and to have consented to this forum selection provision. However, it is possible that a court could find our forum selection provision to be inapplicable or unenforceable.

Limitation of Liability and Indemnification Matters

Our amended and restated certificate of incorporation limits the liability of our directors for monetary damages for breach of their fiduciary duty as directors, except for liability that cannot be eliminated under the DGCL. Delaware law provides that directors of a company will not be personally liable for monetary damages for breach of their fiduciary duty as directors, except for liabilities:

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for any breach of their duty of loyalty to us or our stockholders;

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for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

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for unlawful payment of dividend or unlawful stock repurchase or redemption, as provided under Section 174 of the DGCL; or

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for any transaction from which the director derived an improper personal benefit.

Any amendment, repeal or modification of these provisions will be prospective only and would not affect any limitation on liability of a director for acts or omissions that occurred prior to any such amendment, repeal or modification.

Our amended and restated certificate of incorporation and amended and restated bylaws also provide that we will indemnify our directors and officers to the fullest extent permitted by Delaware law. Our amended and restated certificate of incorporation and amended and restated bylaws also permit us to purchase insurance on behalf of any officer, director, employee or other agent for any liability arising out of that person’s actions as our officer, director, employee or agent, regardless of whether Delaware law would permit indemnification. We will enter into indemnification agreements with each of our current and future directors and officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liability that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. We believe that the limitation of liability provision in our amended and restated certificate of incorporation and the indemnification agreements will facilitate our ability to continue to attract and retain qualified individuals to serve as directors and officers.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock will be Computershare Trust Company, N.A.

Listing

We have applied to list our common stock on the NYSE under the symbol “ECR.”

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for our common stock. Future sales of our common stock in the public market, or the availability of such shares for sale in the public market, could adversely affect the market price of our common stock prevailing from time to time. As described below, only a limited number of shares will be available for sale shortly after this offering due to contractual and legal restrictions on resale. Nevertheless, sales of a substantial number of shares of our common stock in the public market after such restrictions lapse, or the perception that those sales may occur, could adversely affect the prevailing market price of our common stock at such time and our ability to raise equity-related capital at a time and price we deem appropriate.

Sales of Restricted Shares

Upon completion of this offering, we will have outstanding an aggregate of shares of common stock. Of these shares, all of the shares of common stock to be sold in this offering (or shares if the underwriters exercise their option to purchase additional shares from the selling stockholders in full) will be freely tradable without restriction or further registration under the Securities Act, unless the shares are held by any of our “affiliates” as such term is defined in Rule 144 under the Securities Act. All remaining shares of common stock will be deemed “restricted securities” as such term is defined under Rule 144. The restricted securities were, or will be, issued and sold by us in private transactions and are eligible for public sale only if registered under the Securities Act or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, which rules are summarized below.

Lock-up Agreements

We, Eclipse Holdings, the limited partners of Eclipse Holdings, the EnCap Funds, the Management Funds and Management Holdco , all of our directors and executive officers, and certain of our employees have agreed not to sell any common stock or securities convertible into or exchangeable for shares of common stock for a period of 180 days from the date of this prospectus, subject to certain exceptions. See “Underwriting” for a description of these lock-up provisions.

Rule 144

In general, pursuant to Rule 144 under the Securities Act, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for a least sixth months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of one percent of the then outstanding shares of our common stock or the average weekly trading volume of our common stock reported through the NYSE during the four calendar weeks preceding the filing of notice of the sale. Such sales are also subject to certain manner of sale provisions, notice requirements and the availability of current public information about us.

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Rule 701

In general, under Rule 701 under the Securities Act, any of our employees, directors, officers, consultants or advisors who purchase shares from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this offering is entitled to sell such shares 90 days after the effective date of this offering in reliance on Rule 144, without having to comply with the holding period requirement of Rule 144 and, in the case of non-affiliates, without having to comply with the public information, volume limitation or notice filing provisions of Rule 144. The SEC has indicated that Rule 701 will apply to typical stock options granted by an issuer before it becomes subject to the reporting requirements of the Exchange Act, along with the shares acquired upon exercise of such options, including exercises after the date of this prospectus.

Stock Issued Under Employee Plans

We intend to file a registration statement on Form S-8 under the Securities Act to register stock issuable under our LTIP. This registration statement on Form S-8 is expected to be filed following the effective date of the registration statement of which this prospectus is a part and will be effective upon filing. Accordingly, shares registered under such registration statement will be available for sale in the open market following the effective date, unless such shares are subject to vesting restrictions with us, Rule 144 restrictions applicable to our affiliates or the lock-up restrictions described above.

Registration Rights

In connection with the closing of this offering, we will enter into a registration rights agreement with Eclipse Holdings and its limited partners, the EnCap Funds, the Management Funds and Management Holdco, which will require us to file and effect the registration of the resale of our common stock held by them (and by certain of their affiliates) in certain circumstances no earlier than the expiration of the lock-up period contained in the underwriting agreement entered into in connection with this offering. Please see “Certain Relationships and Related Party Transactions—Registration Rights Agreement.”

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following discussion is a summary of the material U.S. federal income tax consequences to non-U.S. holders (as defined below) of the purchase, ownership and disposition of our common stock issued pursuant to this offering, but does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or foreign tax laws are not discussed. This discussion is based on the Code, Treasury Regulations promulgated thereunder, judicial decisions and published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”) in effect as of the date of this offering. These authorities may change or be subject to differing interpretations. Any such change may be applied retroactively in a manner that could adversely affect a non-U.S. holder of our common stock. We have not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance the IRS or a court will not take a contrary position regarding the tax consequences of the purchase, ownership and disposition of our common stock.

This discussion is limited to non-U.S. holders that hold our common stock as a “capital asset” within the meaning of Section 1221 of the Code (property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a non-U.S. holder’s particular circumstances, including the impact of the unearned income Medicare contribution tax. In addition, it does not address consequences relevant to non-U.S. holders subject to particular rules, including, without limitation:

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U.S. expatriates and certain former citizens or long-term residents of the United States;

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persons subject to the alternative minimum tax;

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persons holding our common stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated investment;

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banks, insurance companies and other financial institutions;

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real estate investment trusts or regulated investment companies;

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brokers, dealers or traders in securities;

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“controlled foreign corporations,” “passive foreign investment companies” and corporations that accumulate earnings to avoid U.S. federal income tax;

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S corporations, partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes;

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tax-exempt organizations or governmental organizations;

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persons deemed to sell our common stock under the constructive sale provisions of the Code;

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persons who hold or receive our common stock pursuant to the exercise of any employee stock option or otherwise as compensation; and

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tax-qualified retirement plans.

If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner in the partnership will depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships holding our common stock and the partners in such partnerships should consult their tax advisors regarding the U.S. federal income tax consequences to them.

THIS DISCUSSION IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED AS TAX ADVICE. INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR

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SITUATIONS AS WELL AS ANY TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK ARISING UNDER THE U.S. FEDERAL ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S. TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Definition of a Non-U.S. Holder

For purposes of this discussion, a “non-U.S. holder” is any beneficial owner of our common stock that is neither a “U.S. person” nor a partnership for United States federal income tax purposes. A U.S. person is any of the following:

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an individual who is a citizen or resident of the United States;

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a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia;

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an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

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a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) or (2) has made a valid election under applicable Treasury Regulations to continue to be treated as a United States person.

Distributions

We do not anticipate declaring or paying dividends to holders of our common stock in the foreseeable future. However, if we make distributions on our common stock, such distributions of cash or property on our common stock will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Amounts not treated as dividends for U.S. federal income tax purposes will constitute a return of capital and first be applied against and reduce a non-U.S. holder’s adjusted tax basis in its common stock, but not below zero. Any excess will be treated as capital gain and will be treated as described below in the section relating to the sale or disposition of our common stock.

Subject to the discussion below on backup withholding and foreign accounts, dividends paid to a non-U.S. holder of our common stock that are not effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or such lower rate specified by an applicable income tax treaty).

Non-U.S. holders may be entitled to a reduction in or an exemption from withholding on dividends as a result of either (a) an applicable income tax treaty or (b) the non-U.S. holder holding our common stock in connection with the conduct of a trade or business within the United States and dividends being paid in connection with that trade or business. To claim such a reduction in or exemption from withholding, the non-U.S. holder must provide the applicable withholding agent with a properly executed (a) IRS Form W-8BEN claiming an exemption from or reduction of the withholding tax under the benefit of an income tax treaty between the United States and the country in which the non-U.S. holder resides or is established, or (b) IRS Form W-8ECI stating that the dividends are not subject to withholding tax because they are effectively connected with the conduct by the non-U.S. holder of a trade or business within the United States, as may be applicable. These certifications must be provided to the applicable withholding agent prior to the payment of dividends and must be updated periodically. Non-U.S. holders that do not timely provide the applicable withholding agent with the required certification, but that qualify for a reduced rate under an applicable income tax treaty, may obtain a refund of any excess amounts withheld under these rules by timely filing an appropriate claim for refund with the IRS.

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Subject to the discussion below on backup withholding and foreign accounts, if dividends paid to a non-U.S. holder are effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such dividends are attributable), then, although exempt from U.S. federal withholding tax (provided the non-U.S. holder provides appropriate certification, as described above), the non-U.S. holder will be subject to U.S. federal income tax on such dividends on a net income basis at the regular graduated U.S. federal income tax rates. In addition, a non-U.S. holder that is a corporation may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on its effectively connected earnings and profits for the taxable year that are attributable to such dividends (and, if required by an applicable income tax treaty, that are attributable to a permanent establishment maintained by the corporate non-U.S. holder in the United States), as adjusted for certain items. Non-U.S. holders should consult their tax advisors regarding their entitlement to benefits under any applicable income tax treaty.

Sale or Other Taxable Disposition

Subject to the discussions below on backup withholding and foreign accounts, a non-U.S. holder will not be subject to U.S. federal income tax on any gain realized upon the sale or other disposition of our common stock unless:

•

the gain is effectively connected with the non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the non-U.S. holder maintains a permanent establishment in the United States to which such gain is attributable);

•

the non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or

•

our common stock constitutes a U.S. real property interest by reason of our status as a U.S. real property holding corporation, or a USRPHC, for U.S. federal income tax purposes.

Gain described in the first bullet point above will generally be subject to U.S. federal income tax on a net income basis at the regular graduated U.S. federal income tax rates. A non-U.S. holder that is a foreign corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) of a portion of its effectively connected earnings and profits for the taxable year, as adjusted for certain items.

A non-U.S. holder described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on any gain derived from the disposition, which may be offset by certain U.S. source capital losses of the non-U.S. holder (even though the individual is not considered a resident of the United States) provided the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we believe that we currently are, and expect to remain for the foreseeable future, a USRPHC for U.S. federal income tax purposes. However, so long as our common stock is “regularly traded on an established securities market,” a non-U.S. holder will be subject to U.S. federal net income tax on a disposition of our common stock only if the non-U.S. holder actually or constructively holds or held (at any time during the shorter of the 5-year period preceding the date of disposition or the holder’s holding period) more than 5% of our common stock. If our common stock is not considered to be so traded, all non-U.S. holders would be subject to U.S. federal net income tax on disposition of our common stock and a 10% withholding tax would apply to the gross proceeds from the sale of our common stock by a non-U.S. holder.

Non-U.S. holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

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Information Reporting and Backup Withholding

A non-U.S. holder will not be subject to backup withholding with respect to payments of dividends on our common stock we make to the non-U.S. holder, provided the applicable withholding agent does not have actual knowledge or reason to know such holder is a United States person and the holder certifies its non-U.S. status, such as by providing a valid IRS Form W-8BEN or W-8ECI, or other applicable certification. However, information returns will be filed with the IRS in connection with any dividends on our common stock paid to the non-U.S. holder, regardless of whether any tax was actually withheld. Copies of these information returns may also be made available under the provisions of a specific treaty or agreement to the tax authorities of the country in which the non-U.S. holder resides or is established.

Information reporting and backup withholding may apply to the proceeds of a sale of our common stock within the United States, and information reporting may (although backup withholding generally will not) apply to the proceeds of a sale of our common stock outside the United States conducted through certain U.S.-related financial intermediaries, in each case, unless the beneficial owner certifies under penalty of perjury that it is a non-U.S. holder on IRS Form W-8BEN or other applicable form (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person) or such owner otherwise establishes an exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a non-U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under the Foreign Account Tax Compliance Act, or the FATCA, on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, or gross proceeds from the sale or other disposition of, our common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner, or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertake to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code), annually report certain information about such accounts and withhold 30% on payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules.

Under the applicable Treasury Regulations, withholding under FATCA generally will apply to payments of dividends on our common stock made on or after July 1, 2014 and to payments of gross proceeds from the sale or other disposition of such stock on or after January 1, 2017.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in our common stock.

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UNDERWRITING

Citigroup Global Markets Inc., Goldman, Sachs & Co. and Morgan Stanley & Co. LLC are acting as joint book-running managers of this offering and as representatives of the underwriters named below. Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus, each underwriter named below has severally agreed to purchase, and we and the selling stockholders have agreed to sell to that underwriter, the number of shares set forth opposite the underwriter’s name.


Underwriter		Number of Shares
Citigroup Global Markets Inc.
Goldman, Sachs & Co.
Morgan Stanley & Co. LLC
Barclays Capital Inc.
BMO Capital Markets Corp.
Deutsche Bank Securities Inc.
KeyBanc Capital Markets Inc.
RBC Capital Markets, LLC
Jefferies LLC
Wells Fargo Securities, LLC
Capital One Securities, Inc.
Johnson Rice & Company L.L.C.
Scotia Capital (USA) Inc.
Simmons & Company International

Total

The underwriting agreement provides that the obligations of the underwriters to purchase the shares included in this offering are subject to approval of legal matters by counsel and to other conditions. The underwriters are obligated to purchase all the shares (other than those covered by the option to purchase additional shares described below) if they purchase any of the shares.

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of this prospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount from the initial public offering price not to exceed $ per share. If all the shares are not sold at the initial offering price, the underwriters may change the offering price and the other selling terms. The representatives have advised us and the selling stockholders that the underwriters do not intend to make sales to discretionary accounts. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters right to reject any order in whole or part.

If the underwriters sell more shares than the total number set forth in the table above, the selling stockholders have granted to the underwriters an option, exercisable for 30 days from the date of this prospectus, to purchase up to 4,545,000 additional shares at the public offering price less the underwriting discount. The underwriters may exercise the option solely for the purpose of covering over-allotments, if any, in connection with this offering. To the extent the option is exercised, each underwriter must purchase a number of additional shares approximately proportionate to that underwriter’s initial purchase commitment. Any shares issued or sold under the option will be issued and sold on the same terms and conditions as the other shares that are the subject of this offering.

We, Eclipse Holdings, the limited partners of Eclipse Holdings, the EnCap Funds, the Management Funds and Management Holdco, all of directors and executive officers, and certain of our employees have agreed that, for a period of 180 days from the date of this prospectus, subject to certain exceptions, we and they will not, without the prior written consent of the representatives, dispose of or hedge any shares or any securities convertible into or

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exchangeable for our common stock. The representatives in their sole discretion may release any of the securities subject to these lock-up agreements at any time, which, in the case of officers and directors, shall be with notice.

Prior to this offering, there has been no public market for our shares. Consequently, the initial public offering price for the shares was determined by negotiations among us, the selling stockholders and the representatives. Among the factors considered in determining the initial public offering price were our results of operations, our current financial condition, our future prospects, our markets, the economic conditions in and future prospects for the industry in which we compete, our management, and currently prevailing general conditions in the equity securities markets, including current market valuations of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the shares will sell in the public market after this offering will not be lower than the initial public offering price or that an active trading market in our shares will develop and continue after this offering.

We have applied to have our shares listed on the New York Stock Exchange under the symbol “ECR.”

The following table shows the underwriting discounts and commissions that we and the selling stockholders are to pay to the underwriters in connection with this offering. With respect to the selling stockholders, these amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

Paid by Eclipse Resources

Paid by Selling Stockholders

No Exercise

Full Exercise

Per share

Total

We and the selling stockholders estimate that our respective portions of the total expenses of this offering will be $ and $ . We have also agreed to reimburse the underwriters for certain of their expenses in an amount up to $ .

In connection with the offering, the underwriters may purchase and sell shares in the open market. Purchases and sales in the open market may include short sales, purchases to cover short positions, which may include purchases pursuant to the option to purchase additional shares, and stabilizing purchases.

•

Short sales involve secondary market sales by the underwriters of a greater number of shares than they are required to purchase in the offering.

•

“Covered” short sales are sales of shares in an amount up to the number of shares represented by the underwriters’ option to purchase additional shares.

•

“Naked” short sales are sales of shares in an amount in excess of the number of shares represented by the underwriters’ option to purchase additional shares.

•

Covering transactions involve purchases of shares either pursuant to the underwriters’ option to purchase additional shares or in the open market in order to cover short positions.

•

To close a naked short position, the underwriters must purchase shares in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering.

•

To close a covered short position, the underwriters must purchase shares in the open market or must exercise the option to purchase additional shares. In determining the source of shares to close the covered short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the underwriters’ option to purchase additional shares.

•

Stabilizing transactions involve bids to purchase shares so long as the stabilizing bids do not exceed a specified maximum.

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Purchases to cover short positions and stabilizing purchases, as well as other purchases by the underwriters for their own accounts, may have the effect of preventing or retarding a decline in the market price of the shares. They may also cause the price of the shares to be higher than the price that would otherwise exist in the open market in the absence of these transactions. The underwriters may conduct these transactions on the NYSE, in the over-the-counter market or otherwise. If the underwriters commence any of these transactions, they may discontinue them at any time.

Other Relationships

The underwriters are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The underwriters and their respective affiliates may, from time to time, engage in transactions with and perform services for us in the ordinary course of their business for which they may receive customary fees and reimbursement of expenses. In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investments and securities activities may involve securities and/or instruments of ours or our affiliates.

Affiliates of Citigroup Global Markets Inc., Goldman Sachs & Co., Morgan Stanley & Co. LLC, BMO Capital Markets Corp. and KeyBanc Capital Markets Inc. are lenders under our revolving credit facility and, accordingly, will receive a portion of the net proceeds of this offering upon the repayment of borrowings under our revolving credit facility in connection with the closing of this offering. See “Use of Proceeds.” In addition, an affiliate of Deutsche Bank Securities Inc. acts as trustee with respect to the indenture governing our Senior Unsecured Notes.

The underwriters and their affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

We and the selling stockholders have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments the underwriters may be required to make because of any of those liabilities.

Notice to Prospective Investors in the European Economic Area

In relation to each member state of the European Economic Area that has implemented the Prospectus Directive (each, a relevant member state), with effect from and including the date on which the Prospectus Directive is implemented in that relevant member state (the relevant implementation date), an offer of shares described in this prospectus may not be made to the public in that relevant member state other than:

•

to any legal entity which is a qualified investor as defined in the Prospectus Directive;

•

to fewer than 100 or, if the relevant member state has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by us for any such offer; or

•

in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

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For purposes of this provision, the expression an “offer of securities to the public” in any relevant member state means the communication in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the expression may be varied in that member state by any measure implementing the Prospectus Directive in that member state, and the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the relevant member state) and includes any relevant implementing measure in the relevant member state. The expression 2010 PD Amending Directive means Directive 2010/73/EU.

The sellers of the shares have not authorized and do not authorize the making of any offer of shares through any financial intermediary on their behalf, other than offers made by the underwriters with a view to the final placement of the shares as contemplated in this prospectus. Accordingly, no purchaser of the shares, other than the underwriters, is authorized to make any further offer of the shares on behalf of the sellers or the underwriters.

Notice to Prospective Investors in the United Kingdom

This prospectus is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (each such person being referred to as a “relevant person”). This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in France

Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be:

•

released, issued, distributed or caused to be released, issued or distributed to the public in France; or

•

used in connection with any offer for subscription or sale of the shares to the public in France.

Such offers, sales and distributions will be made in France only:

•

to qualified investors ( investisseurs qualifiés ) and/or to a restricted circle of investors ( cercle restreint d’investisseurs ), in each case investing for their own account, all as defined in, and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier ;

•

to investment services providers authorized to engage in portfolio management on behalf of third parties; or

•

in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations ( Règlement Général ) of the Autorité des Marchés Financiers , does not constitute a public offer ( appel public à l’épargne ).

The shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier .

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Notice to Prospective Investors in Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Japan

The shares offered in this prospectus have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan (including any corporation or other entity organized under the laws of Japan), except (i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.

Notice to Prospective Investors in Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the “SFA”), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person which is:

•

a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

•

a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,

shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

•

to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;

•

where no consideration is or will be given for the transfer; or

•

where the transfer is by operation of law.

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LEGAL MATTERS

The validity of our common stock offered by this prospectus will be passed upon for us by Fulbright & Jaworski LLP (a member of Norton Rose Fulbright), Dallas, Texas. Certain legal matters in connection with this offering will be passed upon for the underwriters by Latham & Watkins LLP, Houston, Texas.

EXPERTS

The balance sheet of Eclipse Resources Corporation as of February 20, 2014 included in this prospectus and elsewhere in the registration statement has been so included in reliance upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

The consolidated financial statements of Eclipse Resources I, LP as of December 31, 2013 and 2012, and for each of the years in the two-year period ended December 31, 2013, included in this prospectus and elsewhere in the registration statement have been so included in reliance upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

The financial statements of Eclipse Resources–Ohio, LLC as of June 25, 2013 and December 31, 2012, and for the year ended December 31, 2012 and the period January 1, 2013 through June 25, 2013, included in this prospectus and elsewhere in the registration statement have been so included in reliance upon the report of Grant Thornton LLP, independent certified public accountants, upon the authority of said firm as experts in accounting and auditing.

The financial statements of Eclipse Resources Operating, LLC as of December 31, 2013 and 2012, and for each of the years in the two-year period ended December 31, 2013, included in this prospectus and elsewhere in the registration statement have been so included in reliance upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

Estimates of our natural gas and oil reserves, related future net cash flows and the present values thereof related to (i) our properties as of March 31, 2014, December 31, 2013, June 30, 2013 and December 31, 2012 and (ii) the properties of The Oxford Oil Company as of December 31, 2012, included elsewhere in this prospectus were based in part upon reserve reports prepared by independent petroleum engineers, Netherland, Sewell & Associates, Inc. We have included these estimates in reliance on the authority of such firm as experts in such matters.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 (including the exhibits, schedules and amendments thereto) under the Securities Act, with respect to the shares of our common stock offered hereby. This prospectus does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to the common stock offered hereby, we refer you to the registration statement and the exhibits and schedules filed therewith. Statements contained in this prospectus as to the contents of any contract, agreement or any other document are summaries of the material terms of such contract, agreement or other document and are not necessarily complete. With respect to each of these contracts, agreements or other documents filed as an exhibit to the registration statement, reference is made to the exhibits for a more complete description of the matter involved. A copy of the registration statement, and the exhibits and schedules thereto, may be inspected without charge at the public reference facilities maintained by the SEC at 100 F Street NE, Washington, D.C. 20549. Copies of these materials may be obtained, upon payment of a duplicating fee, from the Public Reference Room of the SEC at 100 F Street NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the Public Reference Room. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of the SEC’s website is www.sec.gov .

As a result of this offering, we will become subject to full information requirements of the Exchange Act. We will fulfill our obligations with respect to such requirements by filing periodic reports and other information with the SEC. We intend to furnish our stockholders with annual reports containing financial statements certified by an independent public accounting firm.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENT S


ECLIPSE RESOURCES CORPORATION

Unaudited Pro Forma Consolidated Financial Statements
Introduction			F-3
Balance Sheet as of March 31, 2014			F-5
Statement of Operation for the Year Ended December 31, 2013			F-6
Statement of Operation for the Three Months Ended March 31, 2014			F-7
Notes to Unaudited Pro Forma Financial Data			F-8

Historical Balance Sheet
Report of Independent Registered Public Accounting Firm			F-11
Balance Sheet as of February 20, 2014 and March 31, 2014			F-12
Notes to Balance Sheet			F-13

ECLIPSE RESOURCES I, LP (PREDECESSOR)

Unaudited Historical Consolidated Financial Statements
Balance Sheets as of March 31, 2014 and December 31, 2013			F-14
Statements of Operations for the Three Months Ended March 31, 2014 and 2013			F-15
Statements of Comprehensive Loss for the Three Months Ended March 31, 2014 and 2013			F-16
Statements of Partners’ Capital for the Three Months Ended March 31, 2014 and for the Year Ended December 31, 2013			F-17
Statements of Cash Flows for the Three Months Ended March 31, 2014 and 2013			F-18
Notes to the Financial Statements			F-19

Historical Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm			F-40
Balance Sheets as of December 31, 2013 and 2012			F-41
Statements of Operations for the Years Ended December 31, 2013 and 2012			F-42
Statements of Comprehensive Loss for the Years Ended December 31, 2013 and 2012			F-43
Statements of Partners’ Capital for the Years Ended December 31, 2013 and 2012			F-44
Statements of Cash Flows for the Years Ended December 31, 2013 and 2012			F-45
Notes to the Financial Statements			F-46

ECLIPSE RESOURCES-OHIO, LLC

Historical Financial Statements
Report of Independent Certified Public Accountants			F-67
Balance Sheets as of June 25, 2013 and December 31, 2012			F-68
Statements of Operations for the Period Ended June 25, 2013 and the Year Ended December 31, 2012			F-69
Statements of Comprehensive Loss for the Period Ended June 25, 2013 and the Year Ended December 31, 2012			F-70
Statements of Member’s Equity (Deficit) for the Period Ended June 25, 2013 and the Year Ended December 31, 2012			F-71
Statements of Cash Flows for the Period Ended June 25, 2013 and the Year Ended December 31, 2012			F-72
Notes to the Financial Statements			F-73

ECLIPSE RESOURCES OPERATING, LLC

Unaudited Historical Consolidated Financial Statements
Balance Sheets as of March 31, 2014 and December 31, 2013			F-89
Statements of Operations for the Three Months Ended March 31, 2014 and 2013			F-90
Statements of Members’ Equity (Deficit) for the Three Months Ended March 31, 2014 and for the Year Ended December 31, 2013			F-91
Statements of Cash Flows for the Three Months Ended March 31, 2014 and 2013			F-92
Notes to the Financial Statements			F-93

F-1


Historical Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm			F-97
Balance Sheets as of December 31, 2013 and 2012			F-98
Statements of Operations for the Years Ended December 31, 2013 and 2012			F-99
Statements of Members’ Equity (Deficit) for the Years Ended December 31, 2013 and 2012			F-100
Statements of Cash Flows for the Years Ended December 31, 2013 and 2012			F-101
Notes to the Financial Statements			F-102

F-2

ECLIPSE RESOURCES CORPORATION

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Introduction

Eclipse Resources Corporation (the “Company”) is a newly-formed Delaware corporation formed by Eclipse Resources I, LP (“Eclipse I”) to engage in the exploitation, development, exploration and acquisition of oil and natural gas properties in the Appalachian Basin. The following unaudited pro forma consolidated financial statements of the Company reflect the historical consolidated results of Eclipse I, on a pro forma basis to give effect to the following transactions, which are described in further detail below, as if they had occurred on March 31, 2014, for pro forma balance sheet purposes and on January 1, 2013, for pro forma statements of operations purposes:

•

The Oxford Acquisition. On June 26, 2013, Eclipse I acquired all of the equity interests of Eclipse Resources-Ohio LLC (“Oxford”) from Salt Run Capital, Inc., an Ohio corporation, for consideration of $652.5 million (the “Oxford Acquisition”).

•

The Eclipse Operating Acquisition. In connection with the Offering (defined below), Benjamin W. Hulburt, Christopher K. Hulburt, and Thomas S. Liberatore will each sell to Eclipse I their ownership interests in Eclipse Resources Operating, LLC (“Eclipse Operating”) in exchange for $0.04 million in cash each (the “Eclipse Operating Acquisition”).

•

The Corporate Reorganization. Pursuant to the terms of a corporate reorganization (the “Corporate Reorganization”) that will be completed contemporaneously with, and conditioned upon, the completion of this offering, (i) Eclipse I will acquire all of the outstanding equity interests of Eclipse Operating, (ii) all of the outstanding equity interests of the existing limited partners of Eclipse I will be exchanged for similar equity interests in Eclipse Holdings, (iii) all of the outstanding equity interests in Eclipse GP, LLC, the general partner of Eclipse I, will be transferred to Eclipse Holdings, and (iv) Eclipse Holdings will contribute all of its equity interest in Eclipse I and the outstanding equity interests in Eclipse GP, LLC to Eclipse Resources Corporation. As a result of these steps, Eclipse Resources Corporation will become a direct subsidiary of Eclipse Holdings.

•

The Offering. For purposes of the unaudited pro forma consolidated financial statements, the “Offering” is defined as the planned issuance and sale to the public of million shares of common stock of the Company as contemplated by this prospectus and the application by the Company of the net proceeds from such issuance as described in “Use of Proceeds.” The net proceeds from the sale of the common stock are expected to be $ million (based on an assumed initial public offering price of $ per share, the midpoint of the range set forth on the cover of this prospectus), net of underwriting discounts and commissions of $ million and other offering costs of $ million.

The unaudited pro forma consolidated balance sheet of the Company is based on the unaudited historical consolidated balance sheet of Eclipse I as of March 31, 2014, and includes pro forma adjustments to give effect to the Eclipse Operating Acquisition, the Corporate Reorganization and the Offering as if they had occurred on March 31, 2014.

The unaudited pro forma consolidated statements of operations of the Company are based on (i) the unaudited historical consolidated statement of operations of Eclipse I for the period ended March 31, 2014, having given effect to the Eclipse Operating Acquisition and the Corporate Reorganization as if they had occurred on January 1, 2013, (ii) the audited historical consolidated statement of operations of Eclipse I for the year ended December 31, 2013, having given effect to the Oxford Acquisition, the Eclipse Operating Acquisition, and the Corporate Reorganization as if they had occurred on January 1, 2013, (iii) the audited historical statement of operations of Oxford for the period from January 1, 2013 through June 25, 2013 included

F-3

ECLIPSE RESOURCES CORPORATION

PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

elsewhere in this prospectus, and (iv) the historical statement of operations of Eclipse Operating for the three months ended March 31, 2014 and the year ended December 31, 2013, included elsewhere in this prospectus.

The unaudited pro forma consolidated financial statements have been prepared on the basis that the Company will be taxed as a corporation under the Internal Revenue Code of 1986, as amended, and as a result, will become a tax-paying entity subject to U.S. federal and state income taxes, and should be read in conjunction with the notes thereto and with “Corporate Reorganization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the audited historical consolidated financial statements and related notes of Eclipse I, each included elsewhere in this prospectus.

The pro forma data presented reflect events directly attributable to the described transactions and certain assumptions the Company believes are reasonable. The pro forma data are not necessarily indicative of financial results that would have been attained had the described transactions occurred on the dates indicated below or which could be achieved in the future because they necessarily exclude various operating expenses, such as incremental general and administrative expenses associated with being a public company. The adjustments are based on currently available information and certain estimates and assumptions. Therefore, the actual adjustments may differ from the pro forma adjustments. However, management believes that the assumptions provide a reasonable basis for presenting the significant effects of the transactions as contemplated and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma financial statements.

The unaudited pro forma consolidated financial statements and related notes are presented for illustrative purposes only. If the Offering and other transactions contemplated herein had occurred in the past, the Company’s operating results might have been materially different from those presented in the unaudited pro forma financial statements. The unaudited pro forma consolidated financial statements should not be relied upon as an indication of operating results that the Company would have achieved if the Offering and other transactions contemplated herein had taken place on the specified date. In addition, future results may vary significantly from the results reflected in the unaudited pro forma consolidated statements of operations and should not be relied on as an indication of the future results the Company will have after the completion of the Offering and the other transactions contemplated by these unaudited pro forma consolidated financial statements.

F-4

ECLIPSE RESOURCES CORPORATION

PRO FORMA CONSOLIDATED BALANCE SHEET

MARCH 31, 2014

(Unaudited)


	Eclipse Resources, I Historical			Eclipse Operating			Corporate Reorganization			Offering			Pro Forma As Adjusted
				^(a)
	(in thousands)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	27,328		$	1,182		$	—		$		^(e)(f)	$	28,510
Accounts receivable		30,369			590			(590	) ^(b)		—			30,369
Other current assets		270			511			—			—			781
Deferred tax asset		—			—			1,006	^(c)		—			1,006

Total current assets		57,967			2,283			416						60,666
PROPERTY AND EQUIPMENT, AT COST
Oil and natural gas properties, successful efforts method
Unproved properties		1,062,033			—			—			—			1,062,033
Proved oil and gas properties		99,614			—			—			—			99,614
Accumulated depreciation, depletion and amortization		(20,553	)		—			—			—			(20,553	)

Total oil and natural gas properties, net		1,141,094			—			—			—			1,141,094
Other property and equipment, net		3,813			2,003			—			—			5,816

Total property, plant and equipment, net		1,144,907			2,003			—			—			1,146,910
NONCURRENT ASSETS
Debt issue costs, net		6,976			—			—			—			6,976
Deferred tax asset		—			—			—	^(c)		—			—
Other assets		1,443			—			—			—			1,443

Total noncurrent assets		8,419			—			—			—			8,419

TOTAL ASSETS	$	1,211,293		$	4,286		$	416		$	—		$	1,215,995

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	40,309		$	911		$	—		$	—		$	41,220
Accrued liabilities		7,445			1,753			—			—			9,198
Accrued capital expenditures		11,385			—			—			—			11,385
Accrued interest payable		11,442			—			—			—			11,442
Accrued liabilities—related party		539			—			(539	) ^(b)		—			—
Deferred revenue		—			1,608			(1,608	) ^(b)		—			—
Deferred tax liability		—			—			—	^(c)		—			—

Total current liabilities		71,120			4,272			(2,147	)		—			73,245
NONCURRENT LIABILITIES
Debt, net of unamortized discount of $10.2 million		412,230			—			—			—			412,230
Credit facility		20,000			—			—			—			20,000
Pension liabilities		278			—			—			—			278
Deferred revenue		—			17			(17	) ^(b)		—			0
Asset retirement obligations		9,311			—			—			—			9,311
Deferred tax liability		—			—			56,364	^(c)		—			56,364

Total noncurrent liabilities		441,819			17			56,347			—			498,183
COMMITMENTS AND CONTINGENCIES
MEMBERS’ EQUITY		698,354			—	(3)			^(d)					698,351
STOCKHOLDERS’ EQUITY
Preferred stock		—			—			—			—			—
Common stock		—			—				^(d)			^(e)
Additional paid-in capital		—			—				^(d)			^(e)
Accumulated deficit		—			—			(53,784	) ^(c)		—			(53,784	)

Total stockholders’ equity		—			—			(53,784	)		—			(53,784	)

TOTAL LIABILITIES AND EQUITY	$	1,211,293		$	4,286		$	416		$			$	1,215,995

The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.

F-5

ECLIPSE RESOURCES CORPORATION

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2013

(Unaudited)


	Eclipse Resources, I Historical			Eclipse Operating			Eclipse Resources - Ohio Acquisition			Corporate Reorganization			Pro Forma As Adjusted
				^(g)			^(h)
	(in thousands, except per share data)
REVENUES
Oil and natural gas sales	$	12,935		$	13,658		$	7,703		$	(13,658	) ^(l)	$	20,638

Total revenues		12,935			13,658			7,703			(13,658	)		20,638
OPERATING EXPENSES
Exploration		3,022			—			183			—			3,205
Lease operating		2,576			—			2,160			—			4,736
Transportation and gathering		67			—			—			—			67
Production and ad valorem taxes		77			—			87			—			164
Depreciation, depletion and amortization		6,163			—			3,093	⁽ⁱ⁾		—			9,256
Impairments		2,081			—			—			—			2,081
General and administrative		21,276			13,658			2,532			(13,658	) ^(l )		23,808
Accretion expense		364			—			338	^(j)		—			702

Total operating expenses		35,626			13,658			8,393			(13,658	)		44,019

OPERATING LOSS		(22,691	)		—			(690	)		—			(23,381	)
OTHER (EXPENSE)
Interest expense, net		(20,850	)		(2	)		(20,700	) ^(k)		—			(41,552	)

Total other (expense), net		(20,850	)		(2	)		(20,700	)		—			(41,552	)

LOSS BEFORE INCOME TAXES		(43,541	)		(2	)		(21,390	)		—			(64,933	)
INCOME TAX BENEFIT		—			—			—			24,897	^(m)		24,897

NET LOSS	$	(43,541	)	$	(2	)	$	(21,390	)	$	24,897		$	(40,036	)


NET LOSS PER COMMON SHARE (n)
Basic													$
Diluted													$

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (n)
Basic
Diluted

The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.

F-6

ECLIPSE RESOURCES CORPORATION

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(Unaudited)


	Eclipse Resources, I Historical			Eclipse Operating		Corporate Reorganization			Pro Forma As Adjusted
				(o)
	(in thousands, except per share data)
REVENUES
Oil and natural gas sales	$	24,788		$	7,494	$	(7,494	) ^(p)	$	24,788

Total revenues		24,788			7,494		(7,494	)		24,788
OPERATING EXPENSES
Exploration		4,545			—		—			4,545
Lease operating		1,791			—		—			1,791
Transportation and gathering		904			—		—			904
Production and ad valorem taxes		353			—		—			353
Depreciation, depletion and amortization		12,027			—		—			12,027
General and administrative		8,394			7,494		(7,494	) ^(p)		8,394
Accretion expense		186			—		—			186
Gain on reduction in pension liability		(2,208	)		—		—			(2,208	)

Total operating expenses		25,992			7,494		(7,494	)		25,992

OPERATING LOSS		(1,204	)		—		—			(1,204	)
OTHER INCOME (EXPENSE)
Loss on derivative instruments		(3,611	)		—		—			(3,611	)
Interest expense, net		(13,636	)		1		—			(13,635	)

Total other income (expense), net		(17,247	)		1		—			(17,246	)

LOSS BEFORE INCOME TAXES		(18,451	)		1		—			(18,450	)
INCOME TAX BENEFIT		—			—		6,457	^(q)		6,457

NET LOSS	$	(18,451	)	$	1	$	6,457		$	(11,993	)

NET LOSS PER COMMON SHARE (s)
Basic									$
Diluted

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING (s)									$
Basic
Diluted

The accompanying notes are an integral part of these unaudited pro forma consolidated financial statements.

F-7

ECLIPSE RESOURCES CORPORATION

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. BASIS OF PRESENTATION, THE OFFERING AND OTHER TRANSACTIONS

The historical financial information is derived from the consolidated financial statements of Eclipse I, Eclipse Resources-Ohio, LLC and Eclipse Resources Operating, LLC included elsewhere in this prospectus. For purposes of the unaudited pro forma balance sheet, it is assumed that the Eclipse Operating Acquisition, the Corporate Reorganization and the Offering described elsewhere in this prospectus had each taken place on March 31, 2014. For purposes of the unaudited pro forma statements of operations, it is assumed that the Oxford Acquisition, the Eclipse Operating Acquisition, the Corporate Reorganization and the Offering described elsewhere in this prospectus all transactions had taken place on January 1, 2013.

NOTE 2. PRO FORMA ADJUSTMENTS AND ASSUMPTIONS

The Company made the following adjustments and assumptions in the preparation of the unaudited pro forma consolidated balance sheet:

(a)

Reflects the acquisition of Eclipse Operating for $0.1 million. Eclipse Operating serves as manager of Eclipse I’s assets. In performing such function, Eclipse Operating (i) collects all revenue and pays all expenses of Eclipse I and other working interest partners, and (ii) distributes all cash and bills all expenses to Eclipse I and other working interest partners for their respective interests. As such, the only assets and liabilities of Eclipse Operating are accounts receivable, fixed assets, and accounts payable. At March 31, 2014, Eclipse I had a net account payable outstanding of $0.5 million to Eclipse Operating. As the acquisition cost of $0.1 million was not material and the Company will assume all the assets and liabilities of Eclipse Operating presented herein, no purchase price allocation has been presented.

(b)

Reflects the elimination of (i) intra-company accounts receivable (payable) between Eclipse I and Eclipse Operating, and (ii) Eclipse Operating deferred revenue.

(c)

Reflects estimated change in deferred tax assets and liabilities for temporary differences between the historical cost basis and tax basis of the Company’s assets and liabilities as the result of its deemed change in tax status to a subchapter C corporation at March 31, 2014. A corresponding charge to earnings has not been reflected in the unaudited pro forma statement of operations as the charge is considered non-recurring.

(d)

Reflects the exchange of million shares of the Company’s common stock for all the membership interest of Eclipse I.

(e)

Reflects estimated proceeds of $ million from the issuance and sale of shares of common stock at an assumed initial public offering price of $ per share, net of underwriting discounts and commissions of $ million, in the aggregate, and additional estimated expenses related to the Offering of approximately $ million, of which $ million was paid prior to March 31, 2014 and recorded in Other Assets in the Company’s Consolidated Balance Sheet at March 31, 2014.

(f)

Reflects the repayment of $ million of outstanding borrowings as of March 31, 2014 under the Eclipse I revolving credit facility with proceeds from the Offering.

The Company made the following adjustments and assumptions in the preparation of the unaudited pro forma statement of operations as of December 31, 2013:

(g)

Reflects the historical results of operations of Eclipse Operating during the year ended December 31, 2013, derived from the historical audited financial statements of Eclipse Operating, included elsewhere in this prospectus.

(h)

Reflects the results of operations of Oxford for the period from January 1, 2013 through June 25, 2013, derived from the historical audited financial statements of Oxford, with the exception of the pro forma

F-8

ECLIPSE RESOURCES CORPORATION

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

adjustments related to depreciation, depletion and amortization expense, accretion of asset retirement obligation expense and interest expense which gave effect to the Company’s accounting policies and calculated as if the Oxford Acquisition had occurred on January 1, 2013.

(i)

Adjustments reflect changes in depreciation, depletion and amortization expense that would have been recorded with respect to the allocated fair value attributable to proved oil and gas properties acquired in the Oxford Acquisition, had such acquisition occurred on January 1, 2013.

(j)

Adjustments reflect additional accretion of asset retirement obligation expense that would have been recorded with respect to the asset retirement obligations assumed in the Oxford Acquisition, had such acquisition occurred on January 1, 2013.

(k)

Reflects additional interest expense, accretion of debt discount and amortization of debt issue costs associated with the issuance of the Eclipse I Senior Notes, had such issuance occurred on January 1, 2013.

(l)

Reflects the elimination of the intra-company revenue and expense between Eclipse I and Eclipse Operating.

(m)

Reflects estimated incremental income tax benefit associated with the Company’s historical results of operations assuming the Company’s earnings had been subject to federal income tax as a subchapter C corporation using an effective tax rate of approximately 35%. This rate is inclusive of federal and state income taxes.

(n)

Reflects basic and diluted income per common share for the issuance of shares of common stock in the Corporate Reorganization and the Offering.

The Company made the following adjustments and assumptions in the preparation of the unaudited pro forma statement of operations as of March 31, 2014:

(o)

Reflects the historical results of operations of Eclipse Operating during the three months ended March 31, 2014, derived from the historical unaudited financial statements of Eclipse Operating, included elsewhere in this prospectus.

(p)

Reflects the elimination of the intra-company revenue and expense between Eclipse I and Eclipse Operating.

(q)

(r)

Reflects the reduction in interest expense under the Company’s revolving credit agreement as a result of the repayment of $ million of outstanding borrowings as of March 31, 2014 in connection with the Offering and the associated income tax benefit from this reduction. On a pro forma basis, there would have been no outstanding borrowings under the Company’s revolving credit facility as of January 1, 2013.

(s)

Reflects basic and diluted income per common share for the issuance of shares of common stock in the Corporate Reorganization and the Offering.

NOTE 3. SUPPLEMENTAL DISCLOSURE OF OIL AND NATURAL GAS OPERATIONS

The following pro forma standardized measure of the discounted net future cash flows and changes applicable to Eclipse I’s proved reserves reflect the effect of income taxes assuming Eclipse I’s standardized measure had been subject to federal and state income tax as a subchapter C corporation. The future cash flows are discounted at 10% per year and assume continuation of existing economic conditions.

F-9

ECLIPSE RESOURCES CORPORATION

NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS

The standardized measure of discounted future net cash flows, in management’s opinion, should be examined with caution. The basis for this table is the reserve studies prepared by independent petroleum engineering consultants, which contain imprecise estimates of quantities and rates of production of reserves. Revisions of previous year estimates can have a significant impact on these results. Also, exploration costs in one year may lead to significant discoveries in later years and may significantly change previous estimates of proved reserves and their valuation. Therefore, the standardized measure of discounted future net cash flow is not necessarily indicative of the fair value of Eclipse I’s proved oil and natural gas properties.

The data presented should not be viewed as representing the expected cash flow from or current value of, existing proved reserves since the computations are based on a large number of estimates and arbitrary assumptions. Reserve quantities cannot be measured with precision and their estimation requires many judgmental determinations and frequent revisions. Actual future prices and costs are likely to be substantially different from the prices and costs utilized in the computation of reported amounts.

The pro forma standardized measure of discounted estimated future net cash flows was as follows as of December 31, 2013 (in thousands):


	Eclipse I Historical			Corporate Reorganization			Pro Forma As Adjusted
	(in thousands)
Future cash inflows	$	479,527		$	—		$	479,527
Future production costs		(116,161	)		—			(116,161	)
Future development costs		(76,511	)		—			(76,511	)
Future income tax expenses		—			(74,343	)		(74,343	)

Future net cash flows		286,855			(74,343	)		212,512
10% discount to reflect timing of cash flows		(131,560	)		34,515			(97,045	)

Standardized measure of discounted future net cash flows	$	155,295		$	(39,828	)	$	115,467

The changes in the pro forma standardized measure of discounted estimated future net cash flows were as follows for 2013 (in thousands):


	Eclipse I Historical			Eclipse Resources Ohio Acquisition			Corporate Reorganization			Pro Forma As Adjusted
							(in thousands)
Standardized measure of discounted future net cash flows at beginning of the period	$	21,894		$	—		$	—		$	21,894
Changes in the year resulting from:
Sales, net of production costs		(10,281	)		(5,543	)		—			(15,824	)
Purchase of minerals in place		28,984			1,931			—			30,915
Extensions and discoveries, net of future development costs		106,720			—			—			106,720
Net changes in prices and production costs		(5,354	)		(199	)		—			(5,553	)
Changes in estimated future development costs		(1,148	)		(94	)		—			(1,242	)
Revisions of previous quantity estimates		8,354			489			—			8,843
Accretion of discount		2,189			3,091			—			5,280
Net change in income taxes		—			—			(39,828	)		(39,828	)
Net changes in timing of production and other		3,937			325			—			4,262

Standardized measure of discounted future net cash flows at end of the period	$	155,295		$	—		$	(39,828	)	$	115,467

F-10

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders.

Eclipse Resources Corporation

We have audited the accompanying balance sheet of Eclipse Resources Corporation (a Delaware corporation) (the “Company”) as of February 20, 2014. This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on this financial statement based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statement referred to above present fairly, in all material respects, the financial position of Eclipse Resources Corporation as of February 20, 2014 in conformity with accounting principles generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

Cleveland, Ohio

February 21, 2014

F-11

ECLIPSE RESOURCES CORPORATION

BALANCE SHEETS


	February 20, 2014		March 31, 2014
			(Unaudited)
TOTAL ASSETS
Cash	$	10	$	10

TOTAL ASSETS	$	10	$	10

STOCKHOLDER’S EQUITY
Common stock, $0.01 par value, authorized 1,000 shares;
1,000 issued and outstanding	$	10	$	10

TOTAL STOCKHOLDER’S EQUITY	$	10	$	10

The accompanying notes are an integral part of this financial statement.

F-12

ECLIPSE RESOURCES CORPORATION

NOTES TO BALANCE SHEETS

1. Nature of Operations

Eclipse Resources Corporation (the “Company”) was formed on February 13, 2014, pursuant to the laws of the State of Delaware to become a holding company for Eclipse Resources I, LP.

2. Summary of Significant Accounting Policies

The balance sheets have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Separate statements of operations, statements of changes in stockholders’ equity and statements of cash flows have not been presented because the Company has had no business transactions or activities to date.

3. Subsequent Events

Management has evaluated subsequent events through February 21, 2014 for the February 20, 2014 balance sheet and May 2, 2014 for the March 31, 2014 unaudited balance sheet and believes that there are no events that would have a material impact on the aforementioned financial statements and related disclosures through such dates.

4. Interim Financial Statement Presentation (Unaudited)

Basis of Presentation

The accompanying unaudited balance sheet as of March 31, 2014 is presented in accordance with the requirements of U.S. GAAP for interim reporting. They do not include all disclosures normally made and contained in annual financial statements. In management’s opinion, all adjustments necessary for a fair presentation of the Company’s financial position for the periods disclosed have been made.

F-13

ECLIPSE RESOURCES I, LP

CONSOLIDATED BALANCE SHEETS

(in thousands)

(Unaudited)


	March 31, 2014			December 31, 2013
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	27,328		$	109,509
Accounts receivable		30,369			8,678
Other current assets		270			594

Total current assets		57,967			118,781
PROPERTY AND EQUIPMENT, AT COST
Oil and natural gas properties, successful efforts method
Unproved properties		1,062,033			926,812
Proved properties		99,614			97,528
Accumulated depreciation, depletion and amortization		(20,553	)		(8,596	)

Total oil and natural gas properties, net		1,141,094			1,015,744
Other property and equipment, net		3,813			2,340

Total property and equipment, net		1,144,907			1,018,084
NONCURRENT ASSETS
Debt issuance costs, net of $1.1 million and $0.7 million of amortization, respectively		6,976			6,570
Other assets		1,443			88

Total noncurrent assets		8,419			6,658

TOTAL ASSETS	$	1,211,293		$	1,143,523

LIABILITIES AND PARTNERS’ CAPITAL
CURRENT LIABILITIES
Accounts payable	$	40,309		$	29,368
Accrued capital expenditures		11,385			19,200
Accrued liabilities		7,445			4,940
Accrued interest payable		11,442			20,294
Accrued liabilities—related party		539			1,951

Total current liabilities		71,120			75,753
NONCURRENT LIABILITIES
Debt, net of unamortized discount of $10.2 million and $10.8 million, respectively		412,230			389,247
Credit facility		20,000			—
Pension liability		278			1,497
Asset retirement obligations		9,311			9,055

Total noncurrent liabilities		441,819			399,799
COMMITMENTS AND CONTINGENCIES
PARTNERS’ CAPITAL
Partners’ capital		698,048			666,803
Accumulated other comprehensive income		306			1,168

Total partners’ capital		698,354			667,971

TOTAL LIABILITIES AND PARTNERS’ CAPITAL	$	1,211,293		$	1,143,523

The accompanying notes are an integral part of these consolidated financial statements.

F-14

ECLIPSE RESOURCES I, LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except per share data)

(Unaudited)


	For the Three Months Ended March 31,
	2014			2013
REVENUES
Oil and natural gas sales	$	24,788		$	288

Total revenues		24,788			288
OPERATING EXPENSES
Exploration		4,545			72
Lease operating		1,791			5
Transportation, gathering and compression		904			—
Production and ad valorem taxes		353			4
Depreciation, depletion and amortization		12,027			488
General and administrative		8,394			1,483
Accretion of asset retirement obligations		186			—
Gain on reduction of pension liability		(2,208	)		—

Total operating expenses		25,992			2,052

OPERATING LOSS		(1,204	)		(1,764	)
OTHER INCOME (EXPENSE)
Loss on derivative instruments		(3,611	)		—
Interest income (expense), net		(13,636	)		5

Total other income (expense), net		(17,247	)		5

NET LOSS	$	(18,451	)	$	(1,759	)


PRO FORMA INFORMATION (UNAUDITED)
Net loss	$
Pro forma provision for income taxes

Pro forma net loss	$

Pro forma loss per common share
Basic and diluted	$
Weighted average pro forma shares outstanding
Basic and diluted

The accompanying notes are an integral part of these consolidated financial statements.

F-15

ECLIPSE RESOURCES I, LP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)

(Unaudited)


	For the Three Months Ended March 31,
	2014			2013
NET LOSS	$	(18,451	)	$	(1,759	)
Other comprehensive loss:
Pension obligation adjustment		(862	)		—

TOTAL COMPREHENSIVE LOSS	$	(19,313	)	$	(1,759	)

The accompanying notes are an integral part of these consolidated financial statements.

F-16

ECLIPSE RESOURCES I, LP

CONSOLIDATED STATEMENT OF PARTNERS’ CAPITAL

FOR THE THREE MONTHS ENDED MARCH 31, 2014

(in thousands)

(Unaudited)


	Total Partners’ Equity			Accumulated other comprehensive income			Total Partners’ Capital
BALANCE AT DECEMBER 31, 2013	$	666,803		$	1,168		$	667,971
Capital contributions		49,667			—			49,667
Incentive unit compensation		29			—			29
Net loss		(18,451	)		—			(18,451	)
Change in accumulated other comprehensive income		—			(862	)		(862	)

BALANCE AT MARCH 31, 2014	$	698,048		$	306		$	698,354

The accompanying notes are an integral part of these consolidated financial statements.

F-17

ECLIPSE RESOURCES I, LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	For the Three Months Ended March 31,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(18,451	)	$	(1,759	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization		12,027			488
Accretion of asset retirement obligations		186			—
Exploration expense		4,545			72
Incentive unit compensation		29			—
Interest not paid in cash		13,609			—
Loss on derivative instruments		3,611			—
Net cash (payments) receipts on settled derivatives		(1,441	)		—
Amortization of deferred financing costs		406			—
Amortization of debt discount		522			—
Pension benefit costs		127			—
Gain on reduction of pension liability		(2,208	)		—
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		(21,691	)		(72	)
Other assets		(1,031	)		(50	)
Accounts payable and accrued liabilities		11,276			1,502
Accrued liabilities—related parties		(1,412	)		51

Net cash provided by operating activities		104			232

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures on oil and natural gas properties		(149,597	)		(76,514	)
Additions to other property and equipment		(1,543	)		—
Proceeds from the sale of assets		—			7,303

Net cash used in investing activities		(151,140	)		(69,211	)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings under revolving credit facility		20,000			—
Debt issuance costs		(812	)		—
Capital contributions		49,667			58,136

Net cash provided by financing activities		68,855			58,136

Net decrease in cash and cash equivalents		(82,181	)		(10,843	)
Cash and cash equivalents at beginning of year		109,509			27,057

Cash and cash equivalents at end of year	$	27,328		$	16,214

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	—		$	—

Cash paid for income taxes	$	—		$	—

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Asset retirement obligations incurred, including changes in estimate	$	70		$	—

Additions to oil and natural gas properties—change in accrued capital expenditure	$	(7,815	)	$	1,337

Interest paid-in-kind	$	22,461		$	—

The accompanying notes are an integral part of these consolidated financial statements.

F-18

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 and 2013

(Unaudited)

Note 1—Organization and Nature of Operations

Eclipse Resources I, LP (“Eclipse I” or the “Partnership”) a Delaware limited partnership, was formed on January 20, 2011. Eclipse I is engaged in the acquisition and development of oil and natural gas properties in the Appalachian Basin of the United States, which encompasses the Utica Shale and Marcellus Shale prospective areas. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Note 2—Basis of Presentation

The accompanying consolidated financial statements, which are unaudited except the balance sheet at December 31, 2013 which is derived from audited financial statements, are presented in accordance with the requirements of and accounting principles generally accepted in the United States (“U.S. GAAP”) for interim reporting. They do not include all disclosures normally made and contained in annual financial statements. In management’s opinion, all adjustments necessary for a fair presentation of the Partnership’s financial position, results of operations and cash flows for the periods disclosed have been made. These interim consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto presented in the Partnership’s financial statements for the year ended December 31, 2013. The results of operations for the three months ended March 31, 2014 may not necessarily be indicative of the results of operations for the full year ending December 31, 2014.

Preparation in accordance with GAAP requires the Partnership to (1) adopt accounting policies within accounting rules set by the Financial Accounting Standards Board (“FASB”) and (2) make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and other disclosed amounts. Note 3— Summary of Significant Accounting Policies describes our significant accounting policies. Our management believes the major estimates and assumptions impacting our consolidated financial statements are the following:

•

estimates of proved reserves of oil and natural gas, which affect the calculations of depletion, depreciation and amortization and impairment of capitalized costs of oil and natural gas properties;

•

estimates of asset retirement obligations;

•

estimates of the fair value of oil and natural gas properties we own, particularly properties that we have not yet explored, or fully explored, by drilling and completing wells;

•

impairment of undeveloped properties and other assets; and

•

depreciation and depletion of property and equipment.

Actual results may differ from estimates and assumptions of future events and these revisions could be material. Future production may vary materially from estimated oil and natural gas proved reserves. Actual future prices may vary significantly from price assumptions.

Note 3—Summary of Significant Accounting Policies

(a) Cash and Cash Equivalents

Cash and cash equivalents are comprised of cash in banks and highly liquid instruments with original maturities of three months or less, primarily consisting of bank time deposits and investments in institutional money market funds. The carrying amounts approximate fair value due to the short-term nature of these items. Cash in bank accounts at times may exceed federally insured limits.

F-19

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 and 2013

(Unaudited)

(b) Accounts Receivable

Accounts receivable are carried at estimated net realizable value. Receivables deemed uncollectible are charged directly to expense. Trade credit is generally extended on a short-term basis and therefore, accounts receivable do not bear interest, although a finance charge may be applied to such receivables that are past due. A valuation allowance is provided for those accounts for which collection is estimated as doubtful; uncollectible accounts are written off and charged against the allowance. In estimating the allowance, management considers, among other things, how recently and how frequently payments have been received and the financial position of the party. The Partnership did not deem any of its accounts receivable uncollectable as of March 31, 2014 or December 31, 2013.

The Partnership accrues unbilled revenue due to timing differences between the delivery of natural gas and crude oil and the receipt of a delivery statement. These revenues are recorded based upon volumetric data from the Partnership’s records and management’s estimates of the related commodity sales and transportation and compression fees which are, in turn, based upon applicable product prices. The Partnership had $20.9 million and $4.1 million of unbilled revenues at March 31, 2014 and December 31, 2013, respectively, which were included in accounts receivable within the Partnership’s balance sheet.

(c) Property and Equipment

Oil and Natural Gas Properties

The Partnership follows the successful efforts method of accounting for its oil and natural gas operations. Acquisition costs for oil and natural gas properties, costs of drilling and equipping productive wells, and costs of unsuccessful development wells are capitalized and amortized on an equivalent unit-of-production basis over the life of the remaining related oil and gas reserves. The estimated future costs of dismantlement, restoration, plugging and abandonment of oil and gas properties and related facilities disposal are capitalized when asset retirement obligations are incurred and amortized as part of depreciation, depletion and amortization expense (see “Depreciation, depletion and amortization (DD&A)” section below).

Costs incurred to acquire producing and non-producing leaseholds are capitalized. All unproved leasehold acquisition costs are initially capitalized, including the cost of leasing agents, title work and due diligence. If the Partnership acquires leases in a prospective area, these costs are capitalized as unproved leasehold costs. If no leases are acquired by the Partnership with respect to the initial costs incurred or the Partnership discontinues leasing in a prospective area, the costs are charged to exploration expense. These costs are reviewed regularly and a final determination for unproved leasehold costs is made within one year of the costs being incurred. Unproved leasehold costs that are determined to have proved oil and gas reserves are transferred to producing leasehold costs.

Upon the sale or retirement of a complete field of a proved property, the cost is eliminated from the property accounts, and the resultant gain or loss is reclassified to the Partnership’s consolidated statements of operations. Upon the sale of an individual well, the proceeds are credited to accumulated depreciation and depletion within the Partnership’s consolidated balance sheets. Upon sale of an entire interest in an unproved property where the property had been assessed for impairment individually, a gain or loss is recognized in the Partnership’s consolidated statements of operations. If a partial interest in an unproved property is sold, any funds received are accounted for as a reduction of the cost in the interest retained.

F-20

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 and 2013

(Unaudited)

A summary of property and equipment including oil and natural gas properties is as follows (in thousands):


	March 31, 2014			December 31, 2013
Oil and natural gas properties:
Proved	$	99,614		$	97,528
Unproved		1,062,033			926,812

Gross oil and natural gas properties		1,161,647			1,024,340
Less accumulated depreciation, depletion and amortization		(20,553	)		(8,596	)

Oil and natural gas properties, net		1,141,094			1,015,744
Other property and equipment		3,930			2,392
Less accumulated depreciation		(117	)		(52	)

Other property and equipment, net		3,813			2,340

Property and equipment, net	$	1,144,907		$	1,018,084

Exploration expenses, including geological and geophysical expenses and delay rentals for unevaluated oil and gas properties are charged to expense as incurred. Exploratory drilling costs are initially capitalized as unproved property, not subject to depletion, but charged to expense if and when the well is determined not to have found proved oil and gas reserves. Exploratory drilling costs are evaluated and a determination of classification is made within one-year from the completion of drilling. As of March 31, 2014 and December 31, 2013, there were no costs capitalized in connection with exploratory wells in progress.

Other Property and Equipment

(d) Revenue Recognition

Oil and natural gas sales revenue is recognized when produced quantities of oil and natural gas are delivered to a custody transfer point such as a pipeline, processing facility or a tank lifting has occurred, persuasive evidence of a sales arrangement exists, the rights and responsibility of ownership pass to the purchaser upon delivery, collection of revenue from the sales is reasonably assured and the sales price is fixed or determinable. Revenues from the sales of natural gas, crude oil or natural gas liquids in which the Partnership has an interest with other producers are recognized using the sales method on the basis of the Partnership’s net revenue interest. The Partnership had no material imbalances as of March 31, 2014 and December 31, 2013.

In accordance with the terms of joint operating agreements, from time to time, the Partnership may be paid monthly fees for operating or drilling wells for outside owners. The fees are meant to recoup some of the operator’s general and administrative costs in connection with well and drilling operations and are accounted for as credits to general and administrative expense.

(e) Major Customers

The Partnership sells production volumes to various purchasers. For the three months ended March 31, 2014 and 2013, there were three customers and one customer, respectively, that accounted for 10% or more of total

F-21

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 and 2013

(Unaudited)

natural gas, natural gas liquids (NGLs) and oil sales. Management believes that the loss of any one customer would not have an adverse effect on the Partnership’s ability to sell natural gas, NGLs and oil production. The following table sets forth the Partnership’s major customers and associated percentage of revenue for the periods indicated:


	For the Three Months Ended March 31,
	2014			2013
Purchaser
Antero Resources Corporation		52	%		100	%
ARM Energy Management.		22	%		—	%
Magnum Hunter Marketing		17	%		—	%

Total		91	%		100	%

Management believes that there are potential alternative purchasers and that it may be necessary to establish relationships with new purchasers. However, there can be no assurance that the Partnership can establish such relationships or that those relationships will result in an increased number of purchasers. Although the Partnership is exposed to a concentration of credit risk, management believes that all of the Partnership’s purchasers are credit worthy.

(f) Concentration of Credit Risk

The following table summarizes concentration of receivables, net of allowances, by product or service as of March 31, 2014 and December 31, 2013 (in thousands):


	March 31, 2014		December 31, 2013
Receivables by product or service:
Sale of oil and natural gas and related products and services	$	20,912	$	4,092
Joint interest owners		9,457		4,586

Total	$	30,369	$	8,678

Oil and natural gas customers include pipelines, distributions companies, producers, gas marketers and industrial users primarily located in the Utica Shale. As a general policy, collateral is not required for receivables, but customers’ financial condition and credit worthiness are evaluated regularly.

By using derivative instruments that are not traded on an exchange to hedge exposures to changes in commodity prices, we expose ourselves to the credit risk of our counterparties. Credit risk is the potential failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty is expected to owe us, which creates credit risk. To minimize the credit risk in derivative instruments, it is our policy to enter into derivative contracts only with counterparties that are creditworthy financial institutions deemed by management as competent and competitive market-makers. The creditworthiness of our counterparties is subject to periodic review. We have economic hedges in place with one counterparty. The fair value of our commodity derivative contract with Bank of Montreal is a loss position of approximately $2.6 million at March 31, 2014. We believe that this institution currently has an acceptable credit risk. Other than as provided by our revolving credit facility, we are not required to provide credit support or

F-22

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 and 2013

(Unaudited)

collateral to any of our counterparties under our contracts, nor are they required to provide credit support to us. As of March 31, 2014, we did not have past-due receivables from or payables to any of our counterparties.

(g) Accumulated Other Comprehensive Loss

Comprehensive loss includes net loss and all other changes in the equity of a business during a period from transactions and other events and circumstances from non-owner sources that, under GAAP, have not been recognized in the calculation of net loss. These changes, other than net loss, are referred to as “other comprehensive loss” and for the Partnership they include pension benefit plans that require an employer to (i) recognize the overfunded or underfunded status of a defined benefit retirement plan as an asset or liability in its balance sheet and (ii) recognize changes in that funded status in the year in which the changes occur through other comprehensive loss. The Partnership’s pension plan was under-funded by $0.3 million and $1.5 million at March 31, 2014 and December 31, 2013, respectively. The Partnership did not have a pension plan prior to the acquisition of Oxford on June 26, 2013 (see “Note 4” below). Effective March 31, 2014, benefit accruals in the plan were frozen resulting in a gain on reduction of pension liability of $2.2 million for the three months ended March 31, 2014.

(h) Depreciation, depletion and amortization (DD&A)

Oil and Natural Gas Properties

Depreciation, depletion, and amortization (DD&A) of capitalized costs of proved oil and natural gas properties is computed using the unit-of-production method on a unit level basis using total estimated proved reserves. The reserve base used to calculate DD&A for leasehold acquisition costs and the cost to acquire proved properties is the sum of proved developed reserves and proved undeveloped reserves. The reserve base used to calculate DD&A for drilling, completion and well equipment costs, which include development costs and successful exploration drilling costs, includes only proved developed reserves. DD&A expense for the three months ended March 31, 2014 and 2013 totaled approximately $11.95 million and $0.5 million, respectively.

Other Property and Equipment

Depreciation with respect to other property and equipment is calculated using straight-line methods based on expected lives of the individual assets or groups of assets ranging from 5 to 40 years. Depreciation for the three months ended March 31, 2014 totaled approximately $0.07 million and $0.5 million for the three months ended ended March 31, 2013. This amount is included in depreciation, depletion, and amortization expense in the statement of operations.

(i) Impairment of Long-Lived Assets

The Partnership reviews its long lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined that an asset’s estimated future cash flows will not be sufficient to recover its carrying amount, an impairment charge will be recorded to reduce the carrying amount for that asset to its estimated fair value if such carrying amount exceeds the fair value.

F-23

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 and 2013

(Unaudited)

future cash flow from the sale of production of reserves is calculated based on estimated future prices. The Partnership estimates prices based upon current contracts in place, adjusted for basis differentials and market related information including published futures prices. The estimated future level of production is based on assumptions surrounding future prices and costs, field decline rates, market demand and supply and the economic and regulatory climates. If the carrying value exceeds the expected future cash flows, an impairment loss is recognized for the difference between the estimated fair market value (as determined by discounted future cash flows) and the carrying value of the assets.

The determination of oil and natural gas reserve estimates is a subjective process, and the accuracy of any reserve estimate depends on the quality of available data and the application of engineering and geological interpretation and judgment. Estimates of economically recoverable reserves and future net cash flows depend on a number of variable factors and assumptions that are difficult to predict and may vary considerably from actual results.

Unproved properties are reviewed annually for impairment or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment charge is recorded if conditions indicate the Partnership will not explore the acreage prior to expiration of the applicable leases. There was no impairment of unproved oil and gas properties for the three months ended March 31, 2014 or 2013.

Proved properties are reviewed annually for impairment or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairments of proved oil and gas properties recorded by the Partnership for the three months ended March 31, 2014 or 2013.

(j) Income Taxes

The Partnership is a limited partnership and is not subject to U.S. federal and most state income taxes. The partners of the Partnership are liable for any income taxes in regards to their distributive share of the Partnership’s taxable income. This taxable income may vary substantially from net income reported in the accompanying financial statements due to differences in accounting between U.S. income tax law and U.S. GAAP.

The FASB’s Accounting Standards Codification (“ASC”) Topic 740 “Income Taxes” provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of the uncertain tax position guidance and in subsequent periods. This interpretation also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Given the above discussion and the Partnership’s historical pass through status, the Partnership has determined that no federal or state income tax liability for uncertain tax positions is required to be recorded for the years presented in the accompanying financial statements.

(k) Fair Value of Financial Instruments

The Partnership has established a hierarchy to measure its financial instruments at fair value which requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy defines three levels of inputs that may be used to measure fair value:

Level 1 —Unadjusted quoted prices in active markets for identical, unrestricted assets and liabilities that the reporting entity has the ability to access at the measurement date.

F-24

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 and 2013

(Unaudited)

Level 2 —Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market date for substantially the entire contractual term of the asset or liability.

Level 3 —Unobservable inputs that reflect the entity’s own assumptions about the assumption market participants would use in the pricing of the asset or liability and are consequently not based on market activity but rather through particular valuation techniques.

The estimated fair values of the Partnership’s financial instruments closely approximate the carrying amounts due, including long-term debt, based on their recent issuance by the Company.

Valuation techniques that maximize the use of observable inputs are favored. Assets and liabilities are classified in their entirety based on the lowest priority level of input that is significant to the fair value measurement. The assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the placement of assets and liabilities within the levels of the fair value hierarchy.

(l) Derivative Financial Instruments and Hedging Activities

The Partnership uses derivative financial instruments to reduce exposure to fluctuations in the prices of natural gas. These transactions are in the form of swaps and put spreads.

The Partnership’s derivative instruments were not designated as hedges for accounting purposes for any of the periods presented. Accordingly, the changes in fair value are recognized in the consolidated statement of operations in the period of change. Gains and losses on derivatives are included in cash flows from operating activities. Premiums paid for put options are included in cash flows from operating activities.

(m) Asset Retirement Obligation

The Partnership recognizes a legal liability for its asset retirement obligations (“ARO”) in accordance with Topic ASC 410, “Asset Retirement and Environmental Obligations,” associated with the retirement of a tangible long-lived asset, in the period in which it is incurred or becomes determinable, with an associated increase in the carrying amount of the related long-lived asset. The cost of the tangible asset, including the initially recognized asset retirement cost, is depreciated over the useful life of the asset and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. The Partnership measures the fair value of its ARO using expected future cash outflows for abandonment discounted back to the date that the abandonment obligation was measured using an estimated credit adjusted rate, which was 8.96% for the three months ended March 31, 2104.

Estimating the future ARO requires management to make estimates and judgments based on historical estimates regarding timing and existence of a liability, as well as what constitutes adequate restoration. Inherent in the fair value calculation are numerous assumptions and judgments including the ultimate costs, inflation factors, credit adjusted discount rates, timing of settlement and changes in the legal, regulatory, environmental and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the related asset.

F-25

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 and 2013

(Unaudited)

The following table sets forth the changes in the Partnership’s ARO liability for the period indicated (in thousands):


	Three Months Ended March 31, 2014
Asset retirement obligations, beginning of period	$	9,055
Additional liabilities incurred		70
Accretion		186

Asset retirement obligations, end of period	$	9,311

The inputs used to determine such fair value are primarily based upon costs incurred historically for similar work, as well as estimates from independent third parties for costs that would be incurred to restore leased property to the contractually stipulated condition. Additions to ARO represent a significant nonrecurring Level 3 measurement.

(n) Lease Obligations

The Partnership leases office space under an operating lease that expires in 2018. The lease term begins on the date of initial possession of the leased property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. The Partnership does not assume renewals in its determination of the lease term unless the renewals are deemed to be reasonably assured at lease inception.

(o) Off-Balance Sheet Arrangements

The Partnership does not have any off-balance sheet arrangements.

(p) Segment Reporting

The Partnership operates in one industry segment: the oil and natural gas exploration and production industry in the United States. All of its operations are conducted in one geographic area of the United States. All revenues are derived from customers located in the United States.

(q) Debt Issuance Costs

The expenditures related to issuing debt are capitalized and included in other assets in the accompanying balance sheets. These costs are amortized over the expected life of the related instruments using the effective interest rate method. When debt is retired before maturity or modifications significantly change the cash flows, related unamortized costs are expensed.

(r) Recent Accounting Pronouncements

The FASB issued ASU 2013-11, “ Income Taxes (Topic 740)—Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists ” in December 2013. These amendments provide that an unrecognized tax benefit, or a portion thereof, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except to the extent that a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date to settle any additional income taxes

F-26

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 and 2013

(Unaudited)

that would result from disallowance of a tax position, or the tax law does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, then the unrecognized tax benefit should be presented as a liability. The adoption of this ASU did not impact the Partnership’s financial position, results of operations or liquidity.

The FASB issued ASU 2014-06, “ Technical Corrections and Improvements Related to Glossary Terms ”. These amendments relate to glossary terms and cover a wide range of Topics in the Codification. These amendments are presented in four sections: 1) Deletion of Master Glossary Terms arising because of terms that were carried forward from source literature to the Codification but were not utilized in the Codification; 2) Addition of Master Glossary Term Links arising from Master Glossary terms whose links did not carry forward to the Codification; 3) Duplicate Master Glossary Terms arising from Master Glossary terms that appear multiple times in the Master Glossary with similar, but not identical, definitions; and 4) Other Technical Corrections Related to Glossary Terms arising from miscellaneous changes to update Master Glossary terms. The adoption of this ASU did not impact the Partnership’s financial position, results of operations or liquidity.

Note 4—Acquisition

The Eclipse Resources-Ohio, LLC Acquisition

On June 26, 2013, the Partnership acquired 100% of the outstanding equity interests of Oxford. Oxford holds interests in approximately 181,000 net acres of Utica Shale leaseholds, and related producing properties located primarily in Belmont, Guersney, Monroe, Noble, and Harrison Counties in Ohio along with various other related rights, permits, contracts, equipment and other assets. The aggregate purchase price totaled $652.5 million in cash. The acquisition provided strategic additions adjacent to the Partnership’s core project area. The acquisition contributed revenue of $3.4 million to Eclipse I for the three months ended March 31, 2014.

The Purchase and Sales Agreement (“PSA”) contained customary closing conditions and a $32.5 million escrow which was withheld from the initial purchase price to provide for certain contingencies. The notice period for any claims related to these contingencies expires June 25, 2014. The acquisition is accounted for using the acquisition method under ASC Topic 805, “Business Combinations” which requires the acquired assets and liabilities to be recorded at fair values as of the acquisition date of July 26, 2013. The following table summarizes the preliminary purchase price allocation and the values of assets acquired and liabilities assumed and is subject to finalization (in thousands):


Purchase Price	June 26, 2013
Consideration Given
Cash	$	652,500

Allocation of Purchase Price
Unproved properties		621,039
Proved properties		40,914
Cash		653
Building and land		1,500

Total assets		664,106
Asset retirement obligations		(8,378	)
Pension obligation		(2,522	)
Other working capital		(706	)

Fair value of net assets acquired	$	652,500

F-27

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 and 2013

(Unaudited)

The purchase price allocation set forth above represented a significant Level 3 measurement in the fair value hierarchy and was derived in accordance with ASC 805 by an outside third party. The inputs used in such determination were forecasted cash flows, market comparisons, actuarial studies and Oxford’s historical accounting records.

Oxford is party to various lawsuits, primarily related to the validity of certain oil and gas leases. (see “Note 10”).

Pro Forma Financial Information (unaudited)

The following unaudited pro forma financial information represents the combined results for the Partnership and Oxford for the three months ended March 31, 2013, as if the acquisition had occurred on January 1, 2012. The pro forma information includes the effects of adjustments for depletion, depreciation, amortization and accretion expense of $3.2 million for the three months ended March 31, 2013. The pro forma information includes the effects of adjustments for amortization of financing costs of $0.2 million for three months ended March 31, 2013. The pro forma information includes the effects of the amortization of debt discount of $0.3 million for the three months ended March 31, 2013. The pro forma information includes the effects of the incremental interest expense on acquisition financing of $5.2 million for the three months ended March 31, 2013. The pro forma results do not include any cost savings or other synergies that may result from the acquisition or any estimated costs that have been or will be incurred by the Partnership to integrate the properties acquired. The pro forma results are not necessarily indicative of what actually would have occurred if the acquisition had been completed as of January 1, 2012, nor are they necessarily indicative of future results (in thousands).


	For the Three Months Ended March 31, 2013
Oil and natural gas sales	$	4,139
Net loss		(8,991	)

Note 5—Derivative Instruments

Commodity derivatives

The Partnership periodically uses derivative instruments to manage it exposure to cash-flow variability from commodity price risk inherent in its production. These include over-the-counter (“OTC”) swaps and put option spreads. Swaps are settled monthly based on differences between the prices specified in the instruments and the settlement prices of futures contracts. Generally, when the applicable settlement price is less than the price specified in the contract, the Partnership receives a settlement from the counterparty based on the difference multiplied by the volume or amounts hedged. Similarly, when the applicable settlement price exceeds the price specified in the contract, the Partnership pays the counterparty based on the difference. A put option spread is the combination of a purchased put and a sold put. The purchased put establishes the minimum price that Partnership will receive for the contracted volumes unless the market price for the commodity falls below the sold put strike price, at which point the minimum price equals the reference price plus the excess of the purchased put strike price over the sold put strike price. The following summarizes the Partnership’s derivatives outstanding at March 31, 2014.

F-28

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 and 2013

(Unaudited)

For the remainder of 2014, the Partnerships derivative activity is as follows:


Description	Notional (MMbtu)		Weighted Average Strike Price
Natural gas swap agreements		5,500,000	$	4.18
Natural gas put spread agreements		4,280,000	$	4.00 - 4.50

For 2015, the Partnerships derivative activity is as follows:


Description	Notional (MMbtu)		Weighted Average Strike Price
Natural gas swap agreements		7,300,000	$	4.09

All of the Partnership’s derivative financial instruments are used for risk management purposes, none are held for trading or speculative purposes and its derivative financial instruments are with parties that are lenders under its bank credit facility. The Partnership is not required to provide any credit support to its counterparties other than cross collateralization with the assets securing its bank credit facility. The Partnership has an unrealized deferred premium that is settled over the life of the natural gas put spread agreements totaling $1.0 million.

None of the derivative contracts have been designated as cash flow hedges. Eclipse I recognizes the gains and losses of its derivative financial instruments as separate components of other income (expenses). The Partnership had losses on its derivative financial instruments of $3.6 million during the three months ended March 31, 2014 and did not have any derivative financial instruments in place during the three months ended March 31, 2013. The estimated fair value of the Partnership’s derivative financial instruments was a current liability of $1.2 million as of March 31, 2014 based on estimated settlement dates, and is recorded in accrued liabilities on the consolidated balance sheet. At December 31, 2013 Eclipse I did not have any derivative financial instruments in place.

The following table presents the Partnership’s net exposure from its offsetting derivative asset and liability positions as of the reporting dates indicated (in thousands):


	Gross Amounts			Netting Adjustments(a)			Net Amount Presented in the Consolidated Balance Sheets
March 31, 2014
Derivative instrument assets with right of offset or master netting agreements	$	1,475		$	(1,475	)	$	—
Derivative instrument liabilities with right of offset or master netting agreements	$	(2,639	)	$	1,475		$	(1,164	)

(a)

The Partnership has agreements in place that allow for the financial right of offset for derivative assets and derivative liabilities at settlement or in the event of a default under the agreements.

F-29

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 and 2013

(Unaudited)

Note 6—Fair Value Measurements

Fair Value Measurement on a Recurring Basis

The following table presents, by level within the fair value hierarchy, the Partnership’s assets and liabilities that are measured at fair value on a recurring basis (in thousands). The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to the nature of the instrument and/or the short-term maturity of these instruments.


	Level 1		Level 2			Level 3		Total fair value
As of March 31, 2014:
Commodity derivative instruments	$	—	$	(1,164	)	$	—	$	(1,164	)

Total	$	—	$	(1,164	)	$	—	$	(1,164	)

The Partnership did not have any open commodity derivative instruments as of December 31, 2013.

Nonfinancial Assets and Liabilities

Assets and liabilities acquired in business combinations are recorded at their fair value on the date of acquisition. Significant Level 3 assumptions associated with the calculation of future cash flows used in the analysis of fair value of the oil and natural gas property acquired include the Partnership’s estimate of future commodity prices, production costs, development expenditures, production, risk-adjusted discount rates, and other relevant data. Additionally, fair value is used to determine the inception value of the Partnership’s AROs. The inputs used to determine such fair value are primarily based upon costs incurred historically for similar work, as well as estimates from independent third parties for costs that would be incurred to restore leased property to the contractually stipulated condition. Additions to the Partnership’s ARO represent a nonrecurring Level 3 measurement.

The estimated fair values of the Partnership’s financial instruments closely approximate the carrying amounts due, including long-term debt.

The Partnership reviews its proved oil and natural gas properties for impairment purposes by comparing the expected undiscounted future cash flows at a producing field level to the unamortized capitalized cost of the asset. Significant assumptions associated with the calculation of future cash flows used in the impairment analysis include the estimate of future commodity prices, production costs, development expenditures, production, risk-adjusted discount rates and other relevant data. As such, the fair value of oil and natural gas properties used in estimating impairment represents a nonrecurring Level 3 measurement.

Note 7—Debt

12% Senior Unsecured PIK Notes Due 2018

On June 26, 2013, Eclipse I completed a private placement offering of an initial aggregate principal amount of $300 million, with an additional $100 million notes option, at the discretion of the Partnership, of 12% Senior Unsecured PIK Notes due in 2018 (the “Senior Notes”). The Senior Notes were issued at 96% of par and Eclipse I received $280.7 million of net cash proceeds, after deducting the discount to initial purchasers of $12 million and offering expenses of $7.3 million. In December 2013, the Partnership exercised its option and issued an additional $100 million of Senior Notes with the same terms, at par. The Partnership received $100 million net

F-30

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 and 2013

(Unaudited)

cash proceeds, as no discounts and $0.2 million of offering expenses were incurred in connection with the exercise of the option. During the three months ended March 31, 2014, Eclipse amortized $0.9 million of deferred financing costs and debt discount to interest expense using the effective interest method.

We have the right to redeem all or a portion of the Senior Unsecured Notes prior to the 2-year anniversary of the final funding date, which we refer to as the Non-Call Period, by paying a redemption price equal to 100.0% times a “make whole premium” equal to the greater of 106.0% or an amount computed under the indenture governing the Senior Unsecured Notes plus accrued and unpaid interest. After the Non-Call Period, we may redeem all or a part of the Senior Unsecured Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest:


Year following expiration of the Non-Call Period	Redemption Price
Year 1		106.00	%
Year 2		103.00	%
Year 3 and thereafter		100.00	%

At the Partnership’s option, for the first 2 semi-annual interest payments following the Issue Date, interest may be payable by increasing the principal amount of the Senior Notes or by issuing payment in kind (“PIK”) securities. At the Partnership’s option, for the subsequent four semi-annual interest payments thereafter, interest may be payable in the form of 6.0% per annum in cash and 7.0% per annum in PIK securities. Thereafter, interest can only be paid as cash interest. Interest is payable on July 15 and January 15 each year, beginning in January 2014. Interest paid by issuing PIK securities accrues at 13%, interest paid by cash accrues at 12%. The Partnership elected to settle its accrued interest payable of $22.5 million with PIK Securities on January 15, 2014. As of March, 2014, the Partnership had accrued additional PIK interest in the amount of $11.4 million. The Partnership capitalized interest expense totaling $0.8 million for the three months ended March 31, 2014.

The Partnership’s obligations under the Senior Notes are guaranteed by its 100% owned subsidiaries. The Partnership may not among other things, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Partnership is the survivor), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or more than 50% of its properties or assets, in one or more related transactions, to another Person, unless in each case certain restrictive conditions contained in the Indenture are met.

The indenture governing the Senior Notes requires the Partnership to be in compliance with certain other covenants, including the prompt payment of interest, including PIK interest; any and all material taxes, assessments and government levies imposed; timely submission of quarterly and audited annual financial statements; reserve reports, budgets; and other notices; along with meeting other recurring obligations. The indenture governing the Senior Notes also places restrictions on Eclipse I and its subsidiaries with respect to additional indebtedness, liens, dividends and other payments, investments, acquisitions, mergers, asset dispositions, transactions with affiliates, change of control and other matters. The Partnership was in compliance with its covenants at March 31, 2014.

The Senior Notes are subject to certain events of default. If an event of default occurs and is continuing, the outstanding Senior Notes may, and under certain circumstances, will be accelerated. The purchasers of the Senior Notes are entitled to the benefits of a registration rights agreement pursuant to which the Partnership agreed to file a registration statement with the Securities and Exchange Commission to allow for the resale of the Notes under the Securities Act.

F-31

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 and 2013

(Unaudited)

Revolving Credit Facility

During the first quarter of 2014, the Company put in place a $500 million senior secured revolving bank credit facility (the Credit Facility) with two bank lenders that matures in 2018. Borrowings under the Credit Facility are subject to borrowing base limitations based on the collateral value of the Company’s proved properties and commodity hedge positions and are subject to quarterly redeterminations through April 1, 2015 and semiannual redeterminations thereafter. At March 31, 2014, the borrowing base was $50 million and the Company had outstanding borrowings of $20 million at a weighted average interest rate of 1.99%. Effectively the Company had unused capacity of $30 million at March 31, 2014.

The Credit Facility is secured by mortgages on substantially all of the Company’s properties and guarantees from the Company’s operating subsidiaries. The Credit Facility contains certain covenants, including restrictions on indebtedness and dividends, and requirements with respect to working capital and interest coverage ratios. Interest is payable at a variable rate based on LIBOR or the prime rate based on the Company’s election at the time of borrowing. The Company was in compliance with all of the covenants under the Credit Facility as of March 31, 2014. Commitment fees on the unused portion of the Credit Facility are due quarterly at rates ranging from 0.375% to 0.50% of the unused facility based on utilization.

Note 8—Benefit Plans

The Partnership maintains a defined benefit pension plan covering 34 of its employees, of which two are retired, four have deferred vested termination, and one is a survivor. Benefits are based on the employee’s years of service and compensation. The Partnership’s plans are funded in conformity with the funding requirements of ASC 715 as of March 31, 2014. As a result of the Oxford acquisition (refer to “Note 4” above) on June 26, 2013, the Partnership assumed the defined benefit pension plan, and therefore, no pension benefit plan was in effect prior to such date. Effective March 31, 2014, benefit accruals in the plan were frozen resulting in a gain on reduction of pension liability of $2.2 million for the three months ended March 31, 2014.

The authoritative guidance for defined benefit pension plans requires an employer to recognize the overfunded or underfunded status as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through other comprehensive income.

F-32

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 and 2013

(Unaudited)

A summary of the pension benefit as of the three months ended March 31, 2014 is set forth in the below tables (in thousands):


Change in benefit obligation
Benefit obligation at beginning of year	$	9,018
Service cost		70
Interest cost		107
Gain on reduction of pension liability		(2,137	)
Actuarial loss		717
Benefits paid		(16	)

Benefit obligation at end of period	$	7,759

Change in plan assets
Fair value of plan assets at beginning of year	$	7,521
Actual return on plan assets		(24	)
Benefit paid		(16	)

Fair value of plan assets at March 31, 2014	$	7,481

The funding level of the qualified pension plan is in compliance with standards set by applicable law or regulation. As shown in the table below, the current pension plan is underfunded. All defined benefit pension obligations, regardless of the funding status of the plan, are fully supported by the financial strength of the Partnership.


Assets in excess of (less than) benefit obligation at March 31, 2014
Vested amount	$	(7,759	)
Additional benefits required		—

Projected benefit obligation		(7,759	)
Funded amount		7,481

Unfunded amount	$	(278	)


Other amounts recognized in other comprehensive loss during the year ended March 31, 2014
Assets in excess of (less than) benefit obligation at end of period	$	(278	)
Amounts recorded in the consolidated balance sheet consist of:
Accrued benefit liability		(278	)

Total recorded	$	(278	)

Beginning amount recorded in other accumulated comprehensive income		1,168

Amounts recorded in accumulated other comprehensive loss consist of:
Pension obligation adjustment	$	(862	)

Total recorded in accumulated other comprehensive income	$	306

F-33

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 and 2013

(Unaudited)

The long-term expected rate of return on funded assets shown below is established for each benefit plan by developing a forward-looking, long-term return assumption for each asset class, taking into account factors such as the expected real return for the specific asset class and inflation. A single, long-term rate of return is then calculated as the weighted average of the target asset allocation percentages and the long-term return assumption for each asset class. The discount rate is determined by constructing a portfolio of high-quality, noncallable bonds with cash flows that match estimated outflows for benefit payments.


Weighted average assumptions to determine benefit obligation at March 31, 2014
Discount rate		4.25	%
Expected rate of return		6.00	%
Rate of compensation increase		N/A
Inflation		3.00	%
Components of net periodic benefit cost for the year ended March 31, 2014
Service cost	$	70
Interest cost		107
Expected return on plan assets		(112	)
Amortization of transition obligation		70
Amortization of net (gain) loss		(8	)

Net period benefit cost	$	127

The following benefit payments are expected to be paid over the next ten years (in thousands):


2014	$	50
2015		49
2016		98
2017		161
2018		202
2019—2023	$	2,082

The Partnership’s investment strategy for benefit plan assets reflects a long-term view, a careful assessment of the risks inherent in various asset classes and broad diversification to reduce the risk of the portfolio. The Partnership, along with its investment manager, determines the investment policies and strategies for the plan assets to determine the allocations to the various asset classes based on the results of the studies targeted percentages. The following tables below set forth the breakout of asset categories as of March 31, 2014 (in thousands):


Plan assets by category
Equity securities		—
Debt securities		7,363
Cash		118

Total Assets	$	7,481

Plan assets by category
Equity securities		N/A
Debt securities		98.4	%
Cash		1.6	%

Total Assets		100	%

F-34

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 and 2013

(Unaudited)

The following tables set forth by level, within the fair value hierarchy, the fair value of pension assets and liabilities as of March 31, 2014 (in thousands):


	March 31, 2014
	Level 1		Level 2		Level 3		Total
Pension assets	$	7,153		328		—	$	7,481

The fair value measurement levels are accounting terms that refer to different methods of valuing assets. The terms do not represent the relative risk or credit quality of an investment.

Note 9—Equity

The Partnership has four classes of Partnership interests outstanding consisting of three classes (Class A-1, A-2, and B) designated for investments of capital into the Partnership and two series (Series C-1 and Series C-2) that are authorized to be issued to key employees of the Partnership. None of the classes of outstanding units are entitled to current cash distributions or are convertible into indebtedness. The Partnership has no obligation to repurchase these units at the election of the unitholders. Profits or losses are allocated to each class of units based on the agreement of limited partnership. Upon an Exit Event, as defined below, each class of units will share in the distribution based on the terms of the partnership agreement.

The following tables set forth the Class A-1, A-2 and B units issued and outstanding (in thousands):


	March 31, 2014
	Units Authorized		Units Issued
Units
A-1		3,896		3,896
A-2		5,427		5,427
B		104		104

Total Units		9,427		9,427


	March 31, 2013
	Units Authorized		Units Issued
Units
A-1		1,934		1,934
A-2		—		—
B		60		52

Total Units		1,994		1,986

During the three months ended March 31, 2014, the Company issued 0.5 million units of A-2 units for $49.7 million.

The Partnership has a total of 1,000 Class C-1 units and 1,000 Class C-2 units authorized to be issued to employees (“Incentive Units”). The Incentive Units are non-voting and do not entitle the holder to any rights with respect Partnership matters. The Incentive Units may participate in distributions of the profits from a sale of Partnership interests only after certain payout thresholds to the Class A-1, Class A-2 and Class B units have been reached, in the case of the Class C units.

F-35

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 and 2013

(Unaudited)

The Incentive Units were issued with one of two vesting scenarios, either (i) in one-third increments or (ii) vesting at the earlier of (a) an “Exit Event” or (b) seven years. An Exit Event has been defined as the sale of the Partnership, to one or more persons, in one transaction or a series of related transactions, whether structured as (i) a sale or transfer of all or substantially all of the Partnership Interests of the Partnership (including by way of merger, consolidation, share exchange, or similar transaction), (ii) the sale or other transfer of all or substantially all of the assets of the Partnership promptly followed by a dissolution and liquidation of the Partnership, or (iii) a combination of any of the foregoing. The Corporate Reorganization and the offering will not constitute an Exit Event. In the event an employee terminates his or her employment with the Partnership prior to vesting, the non-vested Incentive Units will be forfeited by the holder. Compensation expense for these awards is calculated based on the fair value of the Incentive Units at the date of grant and is recognized over the requisite service period.

A summary of the Incentive Unit awards as of March 31, 2014 and 2013, along with the changes during the periods then ended, is as follows:


	2014					2013
	C-1 Units			Weighted Average Grant Date Fair Value per unit		C-1 Units			Weighted Average Grant Date Fair Value per unit
Nonvested at December 31,		560		$	131		794		$	48
Granted		—			—		15			629
Vested		(283	)		30		(55	)		24
Forfeited		(20	)		965		—			—

Nonvested at March 31,		257		$	274		754		$	61


	2014					2013
	C-2 Units			Weighted Average Grant Date Fair Value		C-2 Units		Weighted Average Grant Date Fair Value
Nonvested at December 31,		182		$	2,501		—	$	—
Granted		30			11,883		30		—
Vested		(12	)		1,943		—		—
Forfeited		(13	)		1,174		—		—

Nonvested at March 31,		187		$	3,590		30	$	—

Total compensation cost related to the Incentive Units was $0.3 million and $0.1 million for three months ended March 31, 2014 and 2013, respectively. As of March 31, 2014, there was $0.8 million of total unrecognized compensation cost related to Incentive Units, which is expected to be recognized over a weighted-average period of 6.45 years.

The determination of the fair value of the awards noted above uses significant Level 3 assumptions in the fair value hierarchy including an estimate of the timing of an Exit Event, forfeitures, the risk free rate and a volatility estimate tied to the Partnership’s public peer group.

F-36

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 and 2013

(Unaudited)

Note 10—Related Party Transactions

The President and Chief Executive Officer of Eclipse I, its Executive Vice President, Secretary, and General Counsel and its Executive Vice President and Chief Operating Officer, each own 33% of the membership units of Eclipse Resources Operating, LLC (“Eclipse Operating”), a Delaware limited liability company that provides administrative and management services to the Partnership under the terms of an Administrative Services Agreement. Each of the members of Eclipse Operating also controls entities that own the Class B units in the Partnership.

Under the terms of the Administrative Services Agreement, the Partnership pays Eclipse Operating a monthly management fee equal to the sum of all general and administrative expenditures incurred in the management and administration of the Partnership’s operations. These costs include salaries, wages and benefits, rent, insurance, and other expenses and costs required to operate the Partnership. These expenses are billed in arrears at the actual cost to Eclipse Operating.

The Partnership considered the requirements of ASC Topic 810 “Consolidation” and determined Eclipse Operating to be a variable interest entity. The variable interest primarily relates to the administrative agreement between the two entities and the management fee charged for the services provided by Eclipse Operating to the Partnership equal to the actual expenditures incurred for such operations. The Partnership has concluded it is not the primary beneficiary of the variable interest entity. During the three months ended March 31, 2014 and 2013, the Partnership’s management fee to Eclipse Operating was $7.8 million and $1.3 million, respectively, classified as within “General and Administrative expenses” in the consolidated statements of operations.

Note 11—Commitments and Contingencies

(a) Legal Matters

West Matter

“West lawsuit”). The lawsuit was filed after the defendant landowners prevented Oxford from drilling a well on the property subject to the oil and gas lease. Oxford brought claims for breach of contract, unjust enrichment, and promissory estoppel, and sought a declaratory judgment that Oxford had a valid and enforceable lease with the defendant landowners. The defendant landowners filed counterclaims for defective execution of the lease, fraud, bad faith, breach of the implied duty to develop, improper assignment of the lease, and a claim that the lease was void as a lease in perpetuity contrary to law and the public policies of the State of Ohio. Oxford filed a motion for summary judgment on July 15, 2013, and the defendant landowners filed their motion for summary judgment on August 26, 2013. On October 4, 2013, the trial court granted the defendant’s motion for summary judgment and held that the lease in question was “void ab initio” because the lease is a “no-term lease” and a “lease in perpetuity.” On October 8, 2013, the Partnership appealed the trial court’s judgment to the Seventh District Court of Appeals of the State of Ohio.

F-37

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 and 2013

(Unaudited)

ruling and if other courts in Ohio adopt a similar interpretation of the language in our other leases with similar term language, such leases may also be determined to be void if the lessor challenges the validity of the lease. Consequently, this could result in a loss of the mineral rights and an impairment of the related assets which could have a material adverse impact on the Partnership’s financial statements. The Partnership had $7.5 million in capitalized leasehold costs associated with West related lawsuits at March 31, 2014. These costs could potentially be impaired if it was determined that the West lawsuit leases were invalid. Other than this potential impairment, the Partnership is not able to estimate the range of other potential losses related to this matter.

The Partnership believes that there are strong grounds for appeal, and therefore, the Partnership intends to pursue all available appellate rights, and to vigorously defend against the claims in this lawsuit. Based on the merits of the appeal, the Partnership believes that it is not probable that trial court’s decision will be upheld in the appeal or that the Partnership will incur a material loss in the lawsuit. The Partnership has not recorded an accrual for the potential losses attributable to this lawsuit.

Other Matters

From time to time, the Partnership may be a party to legal proceedings arising in the ordinary course of business. Management does not believe that a material loss is probable as a result of such proceedings.

(b) Environmental Matters

The Partnership is subject to numerous laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. To the extent laws are enacted or other governmental action is taken that restricts drilling or imposes environmental protection requirements that result in increased costs to the oil and natural gas industry in general, the business and prospects of the Partnership could be adversely affected.

(c) Leases

The development of the Partnership’s oil and natural gas properties under their related leases will require a significant amount of capital. The timing of those expenditures will be determined by the lease provisions, the term of the lease and other factors associated with unproved leasehold acreage. To the extent that the Partnership is not the operator of oil and natural gas properties that it owns an interest in, the timing, and to some degree the amount, of capital expenditures will be controlled by the operator of such properties.

The Partnership entered into a lease agreement for office space for the corporate headquarters in April 2013 with a current term of five years, ending April 2018. This lease includes an option to cancel the lease if the landlord does not deliver additional space within one year. Rent expense related to the lease agreement for the three months ended March 31, 2014 and 2013 was $0.02 million and $0.03 million, respectively.

Note 12—Subsequent Events

As of April 29, 2014, the borrowing base of the Company’s senior secured revolving bank credit facility of $50 million was increased to $100 million.

Management has evaluated subsequent events through May 2, 2014 and believes that there are no events that would have a material impact on the aforeme.ntioned financial statements and related disclosures.

F-38

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2014 and 2013

(Unaudited)

Note 13—Unaudited Pro Forma Net Income Per Share

Pro forma basic and diluted net income per share have been computed to give effect to the termination of the limited partnership status and conversion to C-corporation status in connection with the initial public offering, which changes the provision for income taxes for each period presented. We assume blended statutory federal state and local income tax rates of [XX %] and [XX%] in 2014 and 2013, respectively. The annual pro forma provisions for income taxes are estimated using the asset and liability method. This approach recognizes the amount of federal, state and foreign income taxes payable or refundable each year, as well as deferred tax assets and liabilities that result from differences between the carrying amounts of existing assets and liabilities in the consolidated financial statements and their respective tax bases, with adjustments for net operating losses and tax credit carryforwards applicable to specific tax jurisdictions and operating subsidiaries, if any. The interim pro forma provisions for income taxes are presented using an estimate of the effective tax rate expected to be applicable for the year presented, which is based on actual results for the interim period and management’s estimate of income before provision for income taxes for the entire tax year. The estimated annual effective tax rate is then applied to income before provision for income taxes for the interim period.

F-39

REPORT O F INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Managers and Unitholders

Eclipse Resources I, LP

We have audited the accompanying consolidated balance sheets of Eclipse Resources I, LP (a Delaware limited partnership) and subsidiaries (the “Partnership”) as of December 31, 2013 and 2012, and the related consolidated statements of operations, comprehensive loss, changes in partners’ capital and cash flows for each of the two years in the period ended December 31, 2013. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Partnership’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Eclipse Resources I, LP and subsidiaries as of December 31, 2013 and 2012 and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

Cleveland, Ohio

February 21, 2014

F-40

ECLIPSE RESOURCES I, LP

CONSOLIDATED BALANCE SHEETS

(in thousands)


	December 31,
	2013			2012
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	109,509		$	27,057
Accounts receivable		8,678			172
Other current assets		594			—

Total current assets		118,781			27,229
PROPERTY AND EQUIPMENT, AT COST
Oil and natural gas properties, successful efforts method
Unproved properties		926,812			99,671
Proved properties		97,528			6,986
Accumulated depreciation, depletion and amortization		(8,596	)		(404	)

Total oil and natural gas properties, net		1,015,744			106,253
Other property and equipment, net		2,340			—

Total property and equipment, net		1,018,084			106,253
NONCURRENT ASSETS
Debt issuance cost, net of $0.7 million of amortization		6,570			—
Other assets		88			40

Total noncurrent assets		6,658			40

TOTAL ASSETS	$	1,143,523		$	133,522

LIABILITIES AND PARTNERS’ CAPITAL
CURRENT LIABILITIES
Accounts payable	$	29,368		$	3,934
Accrued capital expenditures		19,200			826
Accrued liabilities		4,940			1,663
Accrued interest payable		20,294			—
Accrued liabilities—related party		1,951			382

Total current liabilities		75,753			6,805
NONCURRENT LIABILITIES
Debt, net of unamortized discount of $10.8 million		389,247			—
Pension liability		1,497			—
Asset retirement obligations		9,055			13

Total noncurrent liabilities		399,799			13
COMMITMENTS AND CONTINGENCIES
PARTNERS’ CAPITAL
Partners’ capital		666,803			126,704
Accumulated other comprehensive income		1,168			—

Total partners’ capital		667,971			126,704

TOTAL LIABILITIES AND PARTNERS’ CAPITAL	$	1,143,523		$	133,522

The accompanying notes are an integral part of these consolidated financial statements.

F-41

ECLIPSE RESOURCES I, LP

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands except per share data)


	For the Years Ended December 31,
	2013			2012
REVENUES
Oil and natural gas sales	$	12,935		$	370

Total revenues		12,935			370
OPERATING EXPENSES
Exploration		3,022			3,899
Lease operating		2,576			16
Transportation, gathering and compression		67			—
Production and ad valorem taxes		77			1
Depreciation, depletion and amortization		6,163			404
Impairment of oil and gas properties		2,081			793
General and administrative		21,276			4,425
Accretion of asset retirement obligations		364			—

Total operating expenses		35,626			9,538
Gain on sale of properties		—			372

OPERATING LOSS		(22,691	)		(8,796	)
OTHER INCOME (EXPENSE)
Interest income (expense), net		(20,850	)		37

Total other income (expense), net		(20,850	)		37

NET LOSS	$	(43,541	)	$	(8,759	)


PRO FORMA INFORMATION (UNAUDITED)
Net loss	$
Pro forma benefit for income taxes

Pro forma net loss	$

Pro forma loss per common share
Basic and diluted	$
Weighted average pro forma shares outstanding
Basic and diluted

The accompanying notes are an integral part of these consolidated financial statements.

F-42

ECLIPSE RESOURCES I, LP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)


	For the Years Ended December 31,
	2013			2012
NET LOSS	$	(43,541	)	$	(8,759	)
Other comprehensive loss:
Pension obligation adjustment		1,168			—

TOTAL COMPREHENSIVE LOSS	$	(42,373	)	$	(8,759	)

The accompanying notes are an integral part of these consolidated financial statements.

F-43

ECLIPSE RESOURCES I, LP

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(in thousands)


	Partners’ Capital			Accumulated Other Comprehensive Income		Total Partners’ Capital
Balance, December 31, 2011	$	66,544		$	—	$	66,544
Capital contributions		69,554			—		69,554
Incentive unit compensation		3			—		3
Net loss		(8,759	)		—		(8,759	)
Distributions		(638	)		—		(638	)

Balance, December 31, 2012		126,704			—		126,704
Capital contributions		583,597			—		583,597
Incentive unit compensation		43			—		43
Net loss		(43,541	)		—		(43,541	)
Change in accumulated other comprehensive income		—			1,168		1,168

Balance, December 31, 2013	$	666,803		$	1,168	$	667,971

The accompanying notes are an integral part of these consolidated financial statements.

F-44

ECLIPSE RESOURCES I, LP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	For the Years Ended December 31,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(43,541	)	$	(8,759	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation, depletion and amortization		6,163			404
Impairment of oil and gas properties		2,081			793
Accretion of asset retirement obligations		364			—
Exploration expense		3,022			3,899
Incentive unit compensation		43			3
Interest not paid in cash		20,294			—
Gain on sale of oil and natural gas properties		—			(372	)
Amortization of deferred financing costs		739			—
Amortization of debt discount		1,247			—
Pension benefit costs		575			—
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable		(5,971	)		(172	)
Other current assets		1,389			50
Accounts payable and accrued liabilities		27,276			747
Accrued liabilities—related parties		1,569			26

Net cash provided by (used in) operating activities		15,250			(3,381	)

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures on oil and natural gas properties		(252,844	)		(179,209	)
Acquisition of Eclipse Resources—Ohio, LLC, net of cash acquired		(651,847	)		—
Additions to other property and equipment		(892	)		—
Proceeds from the sale of assets		8,497			131,674

Net cash used in investing activities		(897,086	)		(47,535	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of debt		388,000			—
Debt issuance costs		(7,309	)		—
Capital contributions		583,597			69,554
Distributions		—			(638	)

Net cash provided by financing activities		964,288			68,916

Net increase in cash and cash equivalents		82,452			18,000
Cash and cash equivalents at beginning of year		27,057			9,057

Cash and cash equivalents at end of year	$	109,509		$	27,057

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	—		$	—

Cash paid for income taxes	$	—		$	—

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
Asset retirement obligations incurred, including changes in estimate	$	300		$	—

Additions to oil and natural gas properties—change in accrued capital expenditure	$	17,537		$	1,663

Assets and liabilities assumed in acquisition of Eclipse Resources-Ohio, LLC	$	5,102		$	—

The accompanying notes are an integral part of these consolidated financial statements.

F-45

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

Note 1—Organization and Nature of Operations

Eclipse Resources I, LP (“Eclipse I” or the “Partnership”) a Delaware limited partnership, was formed on January 20, 2011. The accompanying consolidated financial statements of Eclipse I for the years ended December 31, 2013 and 2012 include the results of its wholly owned subsidiary, Eclipse Resources-Ohio, LLC, formerly known as the Oxford Oil Company, LLC, (“Oxford”) from June 26, 2013 to December 31, 2013 (see “Note 4” below). Eclipse I is engaged in the acquisition and development of oil and natural gas properties in the Appalachian Basin of the United States, which encompasses the Utica Shale and Marcellus Shale prospective areas.

Note 2—Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Preparation in accordance with GAAP requires the Partnership to (1) adopt accounting policies within accounting rules set by the Financial Accounting Standards Board (“FASB”) and (2) make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and other disclosed amounts. Note 3— Summary of Significant Accounting Policies describes our significant accounting policies. Our management believes the major estimates and assumptions impacting our consolidated financial statements are the following:

•

estimates of proved reserves of oil and natural gas, which affect the calculations of depletion, depreciation and amortization and impairment of capitalized costs of oil and natural gas properties;

•

estimates of asset retirement obligations;

•

estimates of the fair value of oil and natural gas properties we own, particularly properties that we have not yet explored, or fully explored, by drilling and completing wells;

•

impairment of undeveloped properties and other assets; and

•

depreciation and depletion of property and equipment.

Note 3—Summary of Significant Accounting Policies

(a) Cash and Cash Equivalents

(b) Accounts Receivable

F-46

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

the party. The Partnership did not deem any of its accounts receivable uncollectable as of December 31, 2013 or December 31, 2012.

The Partnership accrues unbilled revenue due to timing differences between the delivery of natural gas and crude oil and the receipt of a delivery statement. These revenues are recorded based upon volumetric data from the Partnership’s records and management’s estimates of the related commodity sales and transportation and compression fees which are, in turn, based upon applicable product prices (see “Note 2” above for further description). The Partnership had $4.1 million and $0.2 million of unbilled revenues at December 31, 2013 and 2012, respectively, which were included in accounts receivable within the Partnership’s balance sheet.

(c) Property and Equipment

Oil and Natural Gas Properties

F-47

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

A summary of property and equipment including oil and natural gas properties is as follows (in thousands):


	December 31,
	2013			2012
Oil and natural gas properties:
Proved	$	97,528		$	6,986
Unproved		926,812			99,671

Gross oil and natural gas properties		1,024,340			106,657
Less accumulated depreciation, depletion and amortization		(8,596	)		(404	)

Oil and natural gas properties, net		1,015,744			106,253
Other property and equipment		2,392			—
Less accumulated depreciation		(52	)		—

Other property and equipment, net		2,340			—

Property and equipment, net	$	1,018,084		$	106,253

Exploration expenses, including geological and geophysical expenses and delay rentals for unevaluated oil and gas properties are charged to expense as incurred. Exploratory drilling costs are initially capitalized as unproved property, not subject to depletion, but charged to expense if and when the well is determined not to have found proved oil and gas reserves. Exploratory drilling costs are evaluated and a determination of classification is made within one-year from the completion of drilling. As of December 31, 2013 and 2012, there were no costs capitalized in connection with exploratory wells in progress.

Other Property and Equipment

Other property and equipment include land, buildings, vehicles, computer equipment and software, telecommunications equipment, and furniture and fixtures. These items are recorded at cost, or fair value if acquired through a business acquisition. The Partnership had no other property and equipment prior to the acquisition of Oxford on June 26, 2013 (see “Note 4” below).

(d) Revenue Recognition

Oil and natural gas sales revenue is recognized when produced quantities of oil and natural gas are delivered to a custody transfer point such as a pipeline, processing facility or a tank lifting has occurred, persuasive evidence of a sales arrangement exists, the rights and responsibility of ownership pass to the purchaser upon delivery, collection of revenue from the sales is reasonably assured and the sales price is fixed or determinable. Revenues from the sales of natural gas, crude oil or natural gas liquids in which the Partnership has an interest with other producers are recognized using the sales method on the basis of the Partnership’s net revenue interest. The Partnership has no material imbalances as of December 31, 2013 and 2012.

(e) Major Customers

The Partnership sells production volumes to various purchasers. For the years ended December 31, 2013 and 2012, there were four customers and one customer, respectively, that accounted for 10% or more of total natural gas, natural gas liquids (NGLs) and oil sales. Management believes that the loss of any one customer would not

F-48

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

have an adverse effect on the Partnership’s ability to sell natural gas, NGLs and oil production. The following table sets forth the Partnership’s major customers and associated percentage of revenue for the periods indicated:


	For the Years Ended December 31,
	2013			2012
Purchaser
Antero Resources Corporation		38	%		100	%
Devco Oil Inc.		24	%		—	%
Dominion Resources Inc.		13	%		—	%
Ergon Inc.		12	%		—	%

Total		87	%		100	%

(f) Concentration of Credit Risk

The following table summarizes concentration of receivables, net of allowances, by product or service as of December 31, 2013 and 2012 (in thousands):


	December 31,
	2013		2012
Receivables by product or service:
Sale of oil and natural gas and related products and services	$	4,092	$	149
Joint interest owners		4,586		23

Total	$	8,678	$	172

(g) Accumulated Other Comprehensive Loss

Comprehensive loss includes net loss and all other changes in the equity of a business during a period from transactions and other events and circumstances from non-owner sources that, under GAAP, have not been recognized in the calculation of net loss. These changes, other than net loss, are referred to as “other comprehensive loss” and for the Partnership they include pension benefit plans that require an employer to (i) recognize the overfunded or underfunded status of a defined benefit retirement plan as an asset or liability in its balance sheet and (ii) recognize changes in that funded status in the year in which the changes occur through other comprehensive loss. The Partnership’s pension plan was under-funded by $1.5 million at December 31, 2013. The Partnership did not have a pension plan prior to the acquisition of Oxford on June 26, 2013 (see “Note 4” below).

F-49

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(h) Depreciation, depletion and amortization (DD&A)

Oil and Natural Gas Properties

Depreciation, depletion, and amortization (DD&A) of capitalized costs of proved oil and natural gas properties is computed using the unit-of-production method on a unit level basis using total estimated proved reserves. The reserve base used to calculate DD&A for leasehold acquisition costs and the cost to acquire proved properties is the sum of proved developed reserves and proved undeveloped reserves. The reserve base used to calculate DD&A for drilling, completion and well equipment costs, which include development costs and successful exploration drilling costs, includes only proved developed reserves. DD&A expense for the years ended December 31, 2013 and 2012 totaled approximately $5.9 million and $0.4 million, respectively.

Other Property and Equipment

Depreciation with respect to other property and equipment is calculated using straight-line methods based on expected lives of the individual assets or groups of assets ranging from 5 to 40 years. Depreciation for the years ended December 31, 2013 totaled approximately $0.3 million. This amount is included in depreciation, depletion, and amortization expense in the statement of operations.

(i) Impairment of Long-Lived Assets

The review of the Partnership’s oil and gas properties is done on a unit level basis by determining if the historical cost of proved properties less the applicable accumulated depletion, depreciation and amortization and abandonment is less than the estimated expected undiscounted future cash flows. The expected future cash flows are estimated based on the Partnership’s plans to continue to produce and develop proved reserves. Expected future cash flow from the sale of production of reserves is calculated based on estimated future prices. The Partnership estimates prices based upon current contracts in place, adjusted for basis differentials and market related information including published futures prices. The estimated future level of production is based on assumptions surrounding future prices and costs, field decline rates, market demand and supply and the economic and regulatory climates. If the carrying value exceeds the expected future cash flows, an impairment loss is recognized for the difference between the estimated fair market value (as determined by discounted future cash flows) and the carrying value of the assets.

F-50

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

Proved properties are reviewed annually for impairment or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. During the year ended December 31, 2013, the Partnership recognized an impairment charge related to a well drilled and completed in 2012 in the amount of $2.1 million. There were no impairments of proved oil and gas properties recorded by the Partnership for the year ended December 31, 2012.

The aforementioned impairment charges represented a significant Level 3 measurement in the fair value hierarchy. The primary input used was the Partnership’s forecasted discounted net cash flows.

(j) Income Taxes

(k) Fair Value of Financial Instruments

Level 1 —Unadjusted quoted prices in active markets for identical, unrestricted assets and liabilities that the reporting entity has the ability to access at the measurement date.

The estimated fair values of the Partnership’s financial instruments closely approximate the carrying amounts due, including long-term debt, based on their recent issuance by the Company.

The fair value assumptions used to determine the inception value of AROs is a level 3 input within the hierarchy.

F-51

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(l) Asset Retirement Obligation

The following table sets forth the changes in the Partnership’s ARO liability for the periods indicated (in thousands):


	Year Ended December 31,
	2013		2012
Asset retirement obligations, beginning of year	$	13	$	—
Additional liabilities incurred		300		13
Assumption of Oxford asset retirement obligations		8,378		—
Accretion		364		—

Asset retirement obligations, end of year	$	9,055	$	13

(m) Lease Obligations

(n) Off-Balance Sheet Arrangements

The Partnership does not have any off-balance sheet arrangements.

F-52

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(o) Segment Reporting

(p) Debt Issuance Costs

(q) Recent Accounting Pronouncements

The FASB issued Accounting Standard Update (“ASU”) 2011-11, “Disclosures about Offsetting Assets and Liabilities” in December 2011, and issued ASU 2013-01, “Clarifying the Scope of Disclosures About Offsetting Assets and Liabilities” in January 2013. These ASUs create new disclosure requirements regarding the nature of an entity’s rights of setoff and related arrangements associated with its derivative instruments, repurchase agreements and securities lending transactions. Certain disclosures of the amounts of certain instruments subject to enforceable master netting arrangements would be required, irrespective of whether the entity has elected to offset those instruments in the statement of financial position. These ASUs are effective retrospectively for annual reporting periods beginning on or after January 1, 2013. The adoption of these ASUs did not impact the Partnership’s financial position, results of operations or liquidity.

The FASB issued ASU 2013-02, “Comprehensive Income (Topic 220)—Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” in February 2013. The amendments do not change the current requirements for reporting net income or other comprehensive income in financial statements. These amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional details about those amounts. The adoption of this ASU did not impact the Partnership’s financial position, results of operations or liquidity.

Note 4—Acquisition

The Eclipse Resources-Ohio, LLC Acquisition

On June 26, 2013, the Partnership acquired 100% of the outstanding equity interests of Oxford. Oxford holds interests in approximately 181,000 net acres of Utica Shale leaseholds, and related producing properties located primarily in Belmont, Guersney, Monroe, Noble, and Harrison Counties in Ohio along with various other related rights, permits, contracts, equipment and other assets. The aggregate purchase price totaled $652.5 million in cash. The acquisition provided strategic additions adjacent to the Partnership’s core project area. The acquisition contributed revenue of $7.6 million to Eclipse I for the year ended December 31, 2013. Transaction costs related to the acquisition incurred through December 31, 2013 were approximately $12.2 million and are recorded in the statement of operations within the general and administrative expenses line item.

F-53

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

The acquisition is accounted for using the acquisition method under ASC Topic 805, “Business Combinations” which requires the acquired assets and liabilities to be recorded at fair values as of the acquisition date of July 26, 2013. The following table summarizes the preliminary purchase price allocation and the values of assets acquired and liabilities assumed and is subject to finalization (in thousands):


Purchase Price	June 26, 2013
Consideration Given
Cash	$	652,500

Allocation of Purchase Price
Unproved properties		621,039
Proved properties		40,914
Cash		653
Building and land		1,500

Total assets		664,106
Asset retirement obligations		(8,378	)
Pension obligation		(2,522	)
Other working capital		(706	)

Fair value of net assets acquired	$	652,500

The purchase price allocation set forth above represented a significant Level 3 measurement in the fair value hierarchy and was derived in accordance with ASC 805. The inputs used in such determination were forecasted cash flows, market comparisons, actuarial studies and Oxford’s historical accounting records.

Oxford is party to various lawsuits, primarily related to the validity of certain oil and gas leases. (see “Note 10”).

Pro Forma Financial Information (unaudited)

The following unaudited pro forma financial information represents the combined results for the Partnership and Oxford for the years ended December 31, 2013 and 2012 as if the acquisition had occurred on January 1, 2012. The pro forma information includes the effects of adjustments for depletion, depreciation, amortization and accretion expense of $3.4 million and $0.8 million for the years ended December 31, 2013 and 2012, respectively. The pro forma information includes the effects of adjustments for amortization of financing costs of $0.7 million and $1.5 million for the years ended December 31, 2013 and 2012, respectively. The pro forma information includes the effects of the amortization of debt discount of $1.2 million and $2.4 million for the years ended December 31, 2013 and 2012, respectively. The pro forma information includes the effects of the incremental interest expense on acquisition financing of $26.9 million and $53.9 million for the years ended December 31, 2013 and 2012, respectively. The pro forma results do not include any cost savings or other synergies that may result from the acquisition or any estimated costs that have been or will be incurred by the Partnership to integrate the properties acquired. The pro forma results are not necessarily indicative of what actually would have occurred if the acquisition had been completed as of January 1, 2012, nor are they necessarily indicative of future results (in thousands).

F-54

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012


	For the Year Ended December 31,
	2013			2012
	(unaudited)
Oil and natural gas sales		20,638			13,936
Net loss		(71,131	)		(56,065	)

During the year end December 31, 2012, the Partnership also acquired $157.6 million of unproved properties.

Note 5—Sale of Oil and Natural Gas Property Interests

Effective March 16, 2012, the Partnership entered into a Purchase and Exploration Agreement (“PEA”) to sell 70% of its interests in certain unproved oil and gas properties. During 2012, the Partnership completed the sale of 21,114 net acres under the PEA for net proceeds of $126.5 million. The cumulative proceeds of the sale did not exceed the Partnership’s cost basis in the properties; therefore, no gain was recognized on the sale.

During the year ended December 31, 2012, the Partnership sold 70% of its interest in a proved oil and gas property for $5.2 million, before customary purchase price adjustments. The proceeds included $2.4 million for the sale of 70% of its net acreage in the unit and $2.8 million for the reimbursement of 70% of the Partnership’s net drilling costs incurred. The sales proceeds exceeded the Partnership’s cost basis in the unit, resulting in a gain of $0.4 million during 2012.

During the year ended December 31, 2013, the Partnership sold an additional 1,220 acres for net proceeds of $8.5 million. The cumulative proceeds of the sale did not exceed the Partnership’s cost basis in the properties; therefore, no gain was recognized on the sale.

Note 6—Debt

12% Senior Unsecured PIK Notes Due 2018

F-55

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012


Year following expiration of the Non-Call Period	Redemption Price
Year 1		106.00	%
Year 2		103.00	%
Year 3 and thereafter		100.00	%

At the Partnership’s option, for the first 2 semi-annual interest payments following the Issue Date, interest may be payable by increasing the principal amount of the Senior Notes or by issuing payment in kind (“PIK”) securities. At the Partnership’s option, for the subsequent four semi-annual interest payments thereafter, interest may be payable in the form of 6.0% per annum in cash and 7.0% per annum in PIK securities. Thereafter, interest can only be paid as cash interest. Interest is payable on July 15 and January 15 each year, beginning in January 2014. Interest paid by issuing PIK securities accrues at 13%, interest paid by cash accrues at 12%. The Partnership elected to settle its accrued interest payable at December 31, 2013 with PIK Securities on January 15, 2014. The Partnership capitalized interest expense totaling $1.5 million during the year ended December 31, 2013.

The Partnership’s obligations under the Senior Notes are guaranteed by its 100% owned subsidiaries, Oxford. The Partnership may not among other things, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Partnership is the survivor), or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or more than 50% of its properties or assets, in one or more related transactions, to another Person, unless in each case certain restrictive conditions contained in the Indenture are met.

Note 7—Benefit Plans

The Partnership maintains a defined benefit pension plan covering 34 of its employees, of which two are retired, four have deferred vested termination, and one is a survivor. Benefits are based on the employee’s years of service and compensation. The Partnership’s plans are funded in conformity with the funding requirements of ASC 715 as of December 31, 2013. As a result of the Oxford acquisition (refer to “Note 4” above) on June 26, 2013, the Partnership assumed the defined benefit pension plan, and therefore, no pension benefit plan was in effect prior to such date.

F-56

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

A summary of the pension benefit as of the and the year ended December 31, 2013 is set forth in the below tables (in thousands):


Change in benefit obligation
Benefit obligation at beginning of year	$	—
Oxford assumed benefit obligation		9,045
Service cost		144
Interest cost		203
Actuarial (gain) loss		(350	)
Benefits paid		(24	)

Benefit obligation at end of year	$	9,018

Change in plan assets
Fair value of plan assets at beginning of year	$	—
Oxford assumed plan assets		6,523
Actual return on plan assets		1,012
Employer contributions		10
Benefit paid		(24	)

Fair value of plan assets at end of year	$	7,521

The funding levels of all qualified pension plans are in compliance with standards set by applicable law or regulation. As shown in the table below, the current pension plan is underfunded. All defined benefit pension obligations, regardless of the funding status of the underlying plans, are fully supported by the financial strength of the Partnership.


Assets in excess of (less than) benefit obligation at December 31, 2013
Vested amount	$	(7,039	)
Additional benefits required		(1,979	)

Projected benefit obligation		(9,018	)
Funded amount		7,521

Unfunded amount	$	(1,497	)

Other amounts recognized in other comprehensive loss during the year ended December 31, 2013
Assets in excess of (less than) benefit obligation at end of period	$	(1,497	)

Amounts recorded in the consolidated balance sheet consist of:
Accrued benefit liability		(1,497	)

Total recorded	$	(1,497	)

Amounts recorded in accumulated other comprehensive income consist of:
Pension obligation adjustment	$	1,168

Total recorded in accumulated other comprehensive income	$	1,168

F-57

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

The discount rate is determined by constructing a portfolio of high-quality, noncallable bonds with cash flows that match estimated outflows for benefit payments.


Weighted average assumptions to determine benefit obligation at December 31, 2013
Discount rate		4.75	%
Expected rate of return		6.00	%
Rate of compensation increase		4.00	%
Inflation		3.00	%
Components of net periodic benefit cost for the year ended December 31, 2013
Service cost	$	144
Interest cost		203
Expected return on plan assets		(195	)
Amortization of transition obligation		140

Net period benefit cost	$	292

The following benefit payments are expected to be paid over the next ten years (in thousands):


2014	$	50
2015		49
2016		104
2017		175
2018		222
2019—2023	$	2,422

The Partnership’s investment strategy for benefit plan assets reflects a long-term view, a careful assessment of the risks inherent in various asset classes and broad diversification to reduce the risk of the portfolio. Studies are periodically conducted to establish the preferred target asset allocation percentages. The Partnership, along with its investment manager, determines the investment policies and strategies for the plan assets to determine the allocations to the various asset classes based on the results of the studies targeted percentages. The following tables below set forth the breakout of asset categories as of December 31, 2013 (in thousands):


Plan assets by category
Equity securities	$	7,397
Debt securities		117
Cash		6

Total Assets	$	7,520

Plan assets by category
Equity securities		98.3	%
Debt securities		1.6	%
Cash		0.1	%

Total Assets		100	%

F-58

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

The following tables set forth by level, within the fair value hierarchy, the fair value of pension assets and liabilities as of December 31, 2013 (in thousands):


	December 31, 2013
	Level 1		Level 2		Level 3		Total
Pension assets	$	7,403		117		—	$	7,520

The fair value measurement levels are accounting terms that refer to different methods of valuing assets. The terms do not represent the relative risk or credit quality of an investment.

Note 8—Equity

The following tables set forth the Class A-1, A-2 and B units issued and outstanding (in thousands):


	December 31, 2013
	Units Authorized		Units Issued
Units
A-1		3,896		3,896
A-2		5,427		4,930
B		104		104

Total Units		9,427		8,930


	December 31, 2012
	Units Authorized		Units Issued
Units
A-1		1,450		1,363
B		50		37

Total Units		1,500		1,400

F-59

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

as (i) a sale or transfer of all or substantially all of the Partnership Interests of the Partnership (including by way of merger, consolidation, share exchange, or similar transaction), (ii) the sale or other transfer of all or substantially all of the assets of the Partnership promptly followed by a dissolution and liquidation of the Partnership, or (iii) a combination of any of the foregoing. In the event an employee terminates his or her employment with the Partnership prior to vesting, the non-vested Incentive Units will be forfeited by the holder. Compensation expense for these awards is calculated based on the fair value of the Incentive Units at the date of grant and is recognized over the requisite service period.

A summary of the Incentive Unit awards as of December 31, 2013 and 2012, along with the changes during the years then ended, is as follows:


	C-1 Units			Weighted Average Grant Date Fair Value per unit
Nonvested at December 31, 2011		950		$	—
Granted		60			629
Vested		(216	)		—

Nonvested at December 31, 2012		794			48
Granted		40			1,033
Vested		(224	)		1,022
Forfeited		(50	)		—

Nonvested at December 31, 2013		560		$	131


	C-2 Units			Weighted Average Grant Date Fair Value
Nonvested at December 31, 2012		—		$	—
Granted		182			2,501

Nonvested at December 31, 2013		182		$	2,501

There were no C-2 unit awards issued prior to December 31, 2012.

Total compensation cost related to the Incentive Units was $43,225 and $2,845 for the years ended December 31, 2013 and 2012, respectively. As of December 31, 2013, there was $0.7 million of total unrecognized compensation cost related to Incentive Units, which is expected to be recognized over a weighted-average period of 6.2 years.

Note 9—Related Party Transactions

F-60

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

Agreement. Each of the members of Eclipse Operating also controls entities that own the Class B units in the Partnership.

The Partnership considered the requirements of ASC Topic 810 “Consolidation” and determined Eclipse Operating to be a variable interest entity. The variable interest primarily relates to the administrative agreement between the two entities and the management fee charged for the services provided by Eclipse Operating to the Partnership equal to the actual expenditures incurred for such operations. The Partnership has concluded it is not the primary beneficiary of the variable interest entity. During the years ended December 31, 2013 and 2012, the Partnership’s management fee to Eclipse Operating was $14.7 million and $4.2 million, respectively, classified as within “General and Administrative expenses” in the consolidated statements of operations.

Note 10—Commitments and Contingencies

(a) Legal Matters

West Matter

In October 2011, Oxford filed a lawsuit in the Common Pleas Court of Belmont County, Ohio against Barry M. West and other landowners holding an interest in property subject to an oil and gas lease held by Oxford (the “West lawsuit”). The lawsuit was filed after the defendant landowners prevented Oxford from drilling a well on the property subject to the oil and gas lease. Oxford brought claims for breach of contract, unjust enrichment, and promissory estoppel, and sought a declaratory judgment that Oxford had a valid and enforceable lease with the defendant landowners. The defendant landowners filed counterclaims for defective execution of the lease, fraud, bad faith, breach of the implied duty to develop, improper assignment of the lease, and a claim that the lease was void as a lease in perpetuity contrary to law and the public policies of the State of Ohio. Oxford filed a motion for summary judgment on July 15, 2013, and the defendant landowners filed their motion for summary judgment on August 26, 2013. On October 4, 2013, the trial court granted the defendant’s motion for summary judgment and held that the lease in question was “void ab initio” because the lease is a “no-term lease” and a “lease in perpetuity.” On October 8, 2013, the Partnership appealed the trial court’s judgment to the Seventh District Court of Appeals of the State of Ohio.

The judgment of the trial court has been stayed pending the outcome of this appeal. The Partnership believes that the trial court erred in finding that the lease in question was a perpetual lease, and that the judgment of the trial court that perpetual leases are “void ab initio” is not consistent with applicable Ohio law. However, since the ruling in the West lawsuit, adverse parties in other lawsuits in which the Partnership is involved have amended their complaints to make allegations similar to those made by the lessor in the West lawsuit, and the Partnership may be subject to additional lawsuits alleging that our leases are void. If the appeals court does affirm the court ruling and if other courts in Ohio adopt a similar interpretation of the language in our other leases with similar term language, such leases may also be determined to be void if the lessor challenges the validity of the lease. Consequently, this could result in a loss of the mineral rights and an impairment of the related assets which could have a material adverse impact on the Partnership’s financial statements.

F-61

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

merits of the appeal, the Partnership believes that it is not probable that trial court’s decision will be upheld in the appeal or that the Partnership will incur a material loss in the lawsuit, and accordingly, the Partnership has not recorded an accrual for the potential losses attributable to this lawsuit.

Other Matters

(b) Environmental Matters

(c) Leases

The Partnership entered into a lease agreement for office space for the corporate headquarters in April 2013 with a current term of five years, ending April 2018. This lease includes an option to cancel the lease if the landlord does not deliver additional space within one year. Rent expense related to the lease agreement for the year ended December 31, 2013 was $0.1 million. No rent expense was incurred for the year ended December 31, 2012.

The following is a schedule, by year, of the future minimum lease payments required under the lease agreement as of December 31, 2013 (in thousands), assuming the lease is not cancelled within one year:


2014	$	173
2015		173
2016		173
2017		173
2018		58

Total minimum lease payments	$	750

Note 11—Subsequent Events

Revolving Credit Facility

In February 2014, Eclipse I entered into a $500 million senior secured Revolving Credit Facility. The maturity date of the Revolving Credit Facility is January 15, 2018. Interest on outstanding borrowings under the Revolving Credit Facility will accrue based on, at our option, LIBOR or the alternate base rate, in each case, plus

F-62

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

an applicable margin that is determined based on the Partnership’s utilization of commitments under the Revolving Credit Facility. The revolver is subject to customary financial and restriction covenants. Currently, the Partnership does not have an established borrowing base under the Revolving Credit Facility.

In January and February 2014, Eclipse I entered into financial commodity derivative contracts with respect to 40,000 Mmbtu per day of its natural gas production in the form of natural gas swaps and puts for a portion of its natural gas volume in 2014 and 2015.

Management has evaluated subsequent events through February 21, 2014 and believes that there are no events that would have a material impact on the aforementioned financial statements and related disclosures.

Note 12—Unaudited Pro Forma Net Income Per Share

Note 13—Supplemental Oil and Natural Gas Information (unaudited)

(a) Capitalized Costs

A summary of the Partnership’s capitalized costs are contained in the table below (in thousands):


	December 31,
	2013			2012
Oil and natural gas properties:
Proved properties	$	97,528		$	6,986
Unproved properties		926,812			99,671

Total oil and natural gas properties		1,024,340			106,657
Less accumulated depreciation, depletion and amortization		(8,596	)		(404	)

Net oil and natural gas properties	$	1,015,744		$	106,253

F-63

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(b) Costs Incurred in Oil and Natural Gas Property Acquisition and Development Activities

A summary of the Partnership’s cost incurred in oil and natural gas property acquisition and development activities is set forth below (in thousands):


	December 31,
	2013		2012
Acquisition costs:
Proved properties	$	40,914	$	2,498
Unproved properties		621,039		158,131
Development cost		258,825		16,344
Exploration cost		3,022		3,899

Total acquisition, development and exploration costs	$	923,800	$	180,872

(c) Reserve Quantity Information

The following information represents estimates of the Partnership’s proved reserves as of December 31, 2013 and December 31, 2012, which have been prepared and presented under SEC rules. These rules require companies to prepare their reserve estimates using specified reserve definitions and pricing based on a 12-month unweighted average of the first-day-of-the-month pricing. The pricing that was used for estimates of the Partnership’s reserves as of December 31, 2013 and December 31, 2012 was based on an unweighted average 12-month average West Texas Intermediate posted price per Bbl for oil and a Henry Hub spot natural gas price per MMBtu for natural gas.

Subject to limited exceptions, proved undeveloped reserves may only be booked if they relate to wells scheduled to be drilled within five years of the date of booking. This requirement may limit the Partnership’s potential to record additional proved undeveloped reserves as it pursues its drilling program, particularly as it develops its significant acreage in the Appalachian Basin of Ohio. Moreover, the Partnership may be required to write down its proved undeveloped reserves if it does not drill on those reserves with the required five-year timeframe. The Partnership does not have any proved undeveloped reserves which have remained undeveloped for five years or more.

The Partnership’s proved oil and natural gas reserves are all located in the United States, within the State of Ohio. All of the estimates of the proved reserves at December 31, 2013 and December 31, 2012, were prepared by Netherland, Sewell & Associates, Inc. (“NSAI”), independent petroleum engineers. Proved reserves were estimated in accordance with the guidelines established by the SEC and the FASB.

Oil and natural gas reserve quantity estimates are subject to numerous uncertainties inherent in the estimation of quantities of proved reserves and in the projection of future rates of production and the timing of development expenditures. The accuracy of such estimates is a function of the quality of available data and of engineering and geological interpretation and judgment. Results of subsequent drilling, testing and production may cause either upward or downward revision of previous estimates.

Further, the volumes considered to be commercially recoverable fluctuate with changes in prices and operating costs. The Partnership emphasizes that reserve estimates are inherently imprecise and that estimates of new discoveries are more imprecise than those of currently producing oil and natural gas properties. Accordingly, these estimates are expected to change as additional information becomes available in the future.

F-64

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

The following table provides a roll-forward of the total proved reserves for the year ended December 31, 2013 and 2012, as well as proved developed and proved undeveloped reserves at the beginning and end of each respective year:


	Oil (MBbl)			Natural Gas (MMcf)			Natural Gas Liquids (MBbl)			TOTAL (MMcfe)
December 31, 2011		—			—			—			—
Extensions and discoveries		390.5			2,963.8			177.0			6,368.9
Production		(4.5	)		(7.7	)		—			(34.6	)

End of year, December 31, 2012		386.0			2,956.1			177.0			6,334.2

Revisions		(163.2	)		2,645.0			52.1			1,978.4
Extensions and discoveries		1,323.3			41,215.5			1,710.6			59,419.0
Acquisition of reserves		958.5			6,646.6			—			12,397.6
Production		(87.2	)		(1,118.8	)		(1.3	)		(1,650.2	)

End of year, December 31, 2013		2,417.4			52,344.4			1,938.4			78,478.6

Proved developed reserves:
December 31, 2012		174.5			1,289.6			64.6			2,724.0
December 31, 2013		1,708.1			27,880.3			1,056.2			44,466.6
Proved undeveloped reserves:
December 31, 2012		211.5			1,666.6			112.4			3,610.1
December 31, 2013		709.2			24,464.1			882.2			34,012.0

Extensions and discoveries of 59,419 MMcfe and 6,369 MMcfe during the years ended December 31, 2013 and December 31, 2012, respectively, resulted primarily from the drilling of new wells during each year and from new proved undeveloped locations added during each year. Acquisition of reserves of 12,398 MMcfe during the year ended December 31, 2013, resulted from the acquisition of Oxford (refer to “Note 4” above). Revisions of reserves of 1,978 MMcfe during the year ended December 31, 2013, which consists of 1,596.7 MMcfe of technical revisions and 381.7 MMcfe of upward pricing revisions related to oil and gas slightly offset by negative pricing revisions related to NGLs. Thousands of cubic feet of gas equivalent (“Mcfe”) and millions of cubic feet of gas equivalent (“MMcfe”) amounts have been calculated by using the conversion ratio of one barrel of oil (1 bbl) to six thousand cubic feet (6 Mcf) of natural gas.

(d) Standardized Measure of Discounted Future Net Cash Flows

The standardized measure of discounted future net cash flows does not purport to be, nor should it be interpreted to present, the fair value of the oil and natural gas reserves of the property. An estimate of fair value would take into account, among other things, the recovery of reserves not presently classified as proved, the value of unproved properties, and consideration of expected future economic and operating conditions. The estimates of future cash flows and future production and development costs as of December 31, 2013 and 2012 are based on the unweighted arithmetic average first-day-of-the-month price for the preceding 12-month period. Estimated future production of proved reserves and estimated future production and development costs of proved reserves are based on current costs and economic conditions. All wellhead prices are held flat over the forecast

F-65

ECLIPSE RESOURCES I, LP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

period for all reserve categories. The estimated future net cash flows are then discounted at a rate of 10%. The standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves is as follows at December 31, 2013 and 2012 (in thousands):


	December 31,
	2013			2012
Future cash inflows (total revenues)	$	479,527		$	50,614
Future production costs (severance and ad valorem taxes plus LOE)		(116,161	)		(6,448	)
Future development costs (capital costs)		(76,511	)		(8,015	)
Future income tax expense ⁽¹⁾		—			—

Future net cash flows		(286,855	)		36,151
10% annual discount for estimated timing of cash flows		(131,560	)		(14,257	)

Standardized measure of Discounted Future Net Cash Flow	$	155,295		$	21,894

(1)

Future net cash flows do not include the effects of income taxes on future revenues because Eclipse I was a limited partnership not subject to entity-level income taxation as of December 31, 2013 and December 31, 2012. Accordingly, no provision for federal or state corporate income taxes has been provided because taxable income was passed through to Eclipse I’s partners’.

It is not intended that the FASB’s standardized measure of discounted future net cash flows represent the fair market value of the Partnership’s proved reserves. The Partnership cautions that the disclosures shown are based on estimates of proved reserve quantities and future production schedules which are inherently imprecise and subject to revision, and the 10% discount rate is arbitrary. In addition, costs and prices as of the measurement date are used in the determinations, and no value may be assigned to probable or possible reserves.

(e) Changes in the Standardized Measure of Discounted Future Net Cash Flows

A summary of the changes in the standardized measure of discounted future net cash flows are contained in the table below (in thousands):


	December 31,
	2013			2012
Standardized Measure, beginning of the year	$	21,894		$	—
Net change in prices and production costs		(5,345	)		354
Net change in future development costs		(1,148	)		—
Sales, Less production costs		(10,281	)		(354	)
Extensions		106,720			21,894
Acquisitions		28,984			—
Revisions of previous quantity estimates		8,354			—
Accretion of discount		2,189			—
Changes in timing and other		3,937			—

Period Balance	$	155,295		$	21,894

F-66

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Managers of Eclipse Resources I, LP

Eclipse Resources-Ohio, LLC

We have audited the accompanying financial statements of Eclipse Resources-Ohio, LLC (an Ohio limited liability company), formerly The Oxford Oil Company, which comprise the balance sheets as of June 25, 2013 and December 31, 2012 and the related statements of operations, comprehensive loss, member’s equity, and cash flows for the period from January 1, 2013 through June 25, 2013 and for the year ended December 31, 2012, and the related notes to the financial statements.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Eclipse Resources-Ohio, LLC as of June 25, 2013 and December 31, 2012, and the results of its operations and its cash flows for the period from January 1, 2013 through June 25, 2013 and for the year ended December 31, 2012, in accordance with accounting principles generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

Cleveland, Ohio

February 21, 2014

F-67

ECLIPSE RESOURCES-OHIO, LLC

BALANCE SHEETS

(in thousands)


	June 25, 2013			December 31, 2012
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	653		$	480
Accounts receivable		2,535			2,584
Materials inventory		1,913			687
Other current assets		118			193

Total current assets		5,219			3,944

PROPERTY AND EQUIPMENT, AT COST
Oil and natural gas properties, successful efforts method
Unproved properties		4,096			267
Proved oil and gas properties		101,490			101,150
Accumulated depletion, depreciation and amortization		(36,830	)		(31,423	)

Total oil and natural gas properties, net		68,756			69,994
Other property and equipment, net		1,904			1,894

Total property and equipment, net		70,660			71,888

TOTAL ASSETS	$	75,879		$	75,832

LIABILITIES AND MEMBER’S EQUITY
CURRENT LIABILITIES
Accounts payable	$	1,327		$	1,526
Accrued liabilities		945			805

Total current liabilities		2,272			2,331

NONCURRENT LIABILITIES
Asset retirement obligations		9,649			9,179
Pension liability		2,522			3,918

Total non-current liabilities		12,171			13,097

Total liabilities		14,443			15,428

COMMITMENTS AND CONTINGENCIES
MEMBER’S EQUITY
Member’s equity		63,036			63,790
Accumulated other comprehensive loss		(1,600	)		(3,386	)

Total member’s equity		61,436			60,404

TOTAL LIABILITIES AND MEMBER’S EQUITY	$	75,879		$	75,832

The accompanying notes are an integral part of these financial statements.

F-68

ECLIPSE RESOURCES-OHIO, LLC

STATEMENTS OF OPERATIONS

(in thousands)


	January 1, 2013 through June 25, 2013			Year ended December 31, 2012
REVENUES
Oil and natural gas sales	$	7,703		$	13,566

Total revenues		7,703			13,566

OPERATING EXPENSES
Exploration		183			409
Lease operating		2,160			4,909
Production and ad valorem taxes		87			166
Depletion, depreciation and amortization		5,525			10,878
General and administrative		2,532			3,508
Accretion of asset retirement obligation		470			867

Total operating expenses		10,957			20,737
Gain on sale of properties		—			2,849

OPERATING LOSS		(3,254	)		(4,322	)

NET LOSS	$	(3,254	)	$	(4,322	)

The accompanying notes are an integral part of these financial statements.

F-69

ECLIPSE RESOURCES-OHIO, LLC

STATEMENTS OF COMPREHENSIVE LOSS

(in thousands)


	January 1, 2013 through June 25, 2013			Year ended December 31, 2012
NET LOSS	$	(3,254	)	$	(4,322	)
Other comprehensive loss:
Pension obligation adjustment		(1,786	)		1,772

TOTAL COMPREHENSIVE LOSS	$	(5,040	)	$	(2,550	)

The accompanying notes are an integral part of these financial statements.

F-70

ECLIPSE RESOURCES-OHIO, LLC

STATEMENTS OF MEMBER’S EQUITY

FOR THE PERIOD JANUARY 1, 2013 TO JUNE 25, 2013 AND

THE YEAR ENDED DECEMBER 31, 2012

(in thousands)


	Member’s Equity			Accumulated Other Comprehensive Loss			Total Member’s Equity
Balance, December 31, 2011	$	72,831		$	(1,614	)	$	71,217

Net loss		(4,322	)		—			(4,322	)
Distributions		(4,719	)		—			(4,719	)
Change in accumulated other comprehensive loss		—			(1,772	)		(1,772	)

Balance, December 31, 2012	$	63,790		$	(3,386	)	$	60,404

Net loss		(3,254	)		—			(3,254	)
Contributions		2,500			—			2,500
Change in accumulated other comprehensive loss		—			1,786			1,786

Balance, June 25, 2013	$	63,036		$	(1,600	)	$	61,436

The accompanying notes are an integral part of these financial statements.

F-71

ECLIPSE RESOURCES-OHIO, LLC

STATEMENTS OF CASH FLOWS

(in thousands)


	January 1, 2013 through June 25, 2013			Year ended December 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3,254	)	$	(4,322	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, depletion and amortization		5,525			10,878
Accretion of asset retirement obligation		470			867
Gain on sale of properties		—			(2,849	)
Pension obligations		390			532
Changes in operating assets and liabilities
Accounts receivable		49			1,485
Materials inventory		(1,226	)		259
Other current assets		75			(17	)
Accounts payable		(199	)		(2,632	)
Accrued liabilities		140			(156	)

Net cash provided by operating activities		1,970			4,045

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures on crude oil and natural gas properties		(4,297	)		(7,398	)
Proceeds from sale of assets		—			4,400

Net cash used in investing activities		(4,297	)		(2,998	)

CASH FLOWS FROM FINANCING ACTIVITIES
Distributions		—			(1,458	)
Contributions		2,500			—

Net cash provided by (used in) financing activities		2,500			(1,458	)

Net change in cash and cash equivalents		173			(411	)
Cash and cash equivalents at beginning of period		480			891

Cash and cash equivalents at end of period	$	653		$	480

SUPPLEMENTAL DISCLOSURE OF NON-CASH FLOW INFORMATION
Asset retirement obligation incurred, including changes in estimate		—			153
Non-cash distribution to Salt Run		—			3,261

The accompanying notes are an integral part of these financial statements.

F-72

ECLIPSE RESOURCES-OHIO, LLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM JANUARY 1, 2013 THROUGH JUNE 25, 2013

AND FOR THE YEAR ENDED DECEMBER 31, 2012

Note 1—Organization and Nature of Operations

Eclipse Resources-Ohio, LLC (the “Company”) was formed on June 18, 2013 as an Ohio limited liability company and is the successor-in-interest to The Oxford Oil Company, an Ohio S corporation (“Oxford”), organized in 1947 with a principle place of business in Zanesville, Ohio.

The Company was formed to facilitate the sale of all of the outstanding equity interests of Oxford, which owned crude oil, natural gas and natural gas liquid reserves and unevaluated acreage in the Appalachian Basin in Ohio (see Note 7— Subsequent Events ). On June 26, 2013, Oxford was merged with and into the Company, with the Company being the surviving entity (the “Merger”). Prior to the Merger, both Oxford and the Company were 100% owned by Salt Run Capital, Inc., an Ohio corporation (“Salt Run”), and subsequent to the Merger, but prior to the acquisition by Eclipse Resources I, LP, all of the member interests of the Company were held by Salt Run. As such, the Merger has been treated as a reorganization of entities under common control and the historical results presented herein are those of Oxford for all periods. The financial statements of the Company, prior to the Merger, were not significant; therefore, no pro forma financial information is presented.

Note 2—Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Preparation in accordance with GAAP requires us to (1) adopt accounting policies within accounting rules set by the Financial Accounting Standards Board (“FASB”) and (2) make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and other disclosed amounts. Note 3— Summary of Significant Accounting Policies describes our significant accounting policies. Our management believes the major estimates and assumptions impacting our consolidated financial statements are the following:

•

estimates of proved reserves of oil and natural gas, which affect the calculations of depletion, depreciation and amortization and impairment of capitalized costs of oil and natural gas properties;

•

estimates of asset retirement obligations;

•

estimates of the fair value of oil and natural gas properties we own, particularly properties that we have not yet explored, or fully explored, by drilling and completing wells;

•

impairment of undeveloped properties and other assets; and

•

depreciation and depletion of property and equipment.

The estimated fair values of our unevaluated oil and natural gas properties affects our assessment of unevaluated capitalized costs.

Note 3—Summary of Significant Accounting Policies

(a) Cash and Cash Equivalents

F-73

ECLIPSE RESOURCES-OHIO, LLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM JANUARY 1, 2013 THROUGH JUNE 25, 2013

AND FOR THE YEAR ENDED DECEMBER 31, 2012

money market funds. The carrying amounts approximate fair value due to the short-term nature of these items. Cash in bank accounts at times may exceed federally insured limits.

(b) Accounts Receivable

Accounts receivable are carried at estimated net realizable value. Receivables deemed uncollectible are charged directly to expense. Trade credit is generally extended on a short-term basis and therefore, accounts receivable do not bear interest, although a finance charge may be applied to such receivables that are past due. A valuation allowance is provided for those accounts for which collection is estimated as doubtful; uncollectible accounts are written off and charged against the allowance. In estimating the allowance, management considers, among other things, how recently and how frequently payments have been received and the financial position of the party. The Company has established a $0.5 million allowance for a note receivable included in accounts receivable that has been deemed uncollectible as of June 25, 2013. No allowance was required as of December 31, 2012.

The Company accrues unbilled revenue due to timing differences between the delivery of natural gas and crude oil and the receipt of a delivery statement. These revenues are recorded based upon volumetric data from the Company’s records and management estimates of the related commodity sales and transportation and compression fees which are, in turn, based upon applicable product prices. The Company had unbilled revenues at June 25, 2013 of $2.4 million and December 31, 2012 of $1.8 million, respectively, which were included in accounts receivable within the Company’s balance sheet.

(c) Materials Inventory

Materials inventory are stated at the lower of cost or market and consists of oil and gas drilling or repair items such as tubing, casing and pumping units. These items are primarily acquired for use in future drilling or repair operations and are carried at lower of cost or market. “Market,” in the context of valuation, represents net realizable value, which is the amount that the Company is allowed to bill to the joint interest accounts under joint operating agreements to which the Company is a party. As of June 25, 2013, the Company estimated that all of its tubular goods and equipment will be utilized within one year.

(d) Property and Equipment

Oil and Natural Gas Properties

The Company follows the successful efforts method of accounting for its oil and natural gas operations. Acquisition costs for oil and natural gas properties, costs of drilling and equipping productive wells, and costs of unsuccessful development wells are capitalized and amortized on an equivalent unit-of-production basis over the life of the remaining related oil and gas reserves. The estimated future costs of dismantlement, restoration, plugging and abandonment of oil and gas properties and related facilities disposal are capitalized when asset retirement obligations are incurred and amortized as part of depreciation, depletion and amortization expense (see “Depreciation, depletion and amortization (DD&A)” section below).

Costs incurred to acquire producing and non-producing leaseholds are capitalized. When conditions warrant, the Company capitalizes interest on unproved properties. All unproved leasehold acquisition costs are initially capitalized, including the cost of leasing agents, title work and due diligence. If the Company acquires leases in a prospective area, these costs are capitalized as unproved leasehold costs. If no leases are acquired by the Company with respect to the initial costs incurred or the Company discontinues leasing in a prospective area, the costs are charged to exploration expense. These costs are reviewed regularly and a final determination for

F-74

ECLIPSE RESOURCES-OHIO, LLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM JANUARY 1, 2013 THROUGH JUNE 25, 2013

AND FOR THE YEAR ENDED DECEMBER 31, 2012

unproved leasehold costs is made within one year of the costs being incurred. Unproved leasehold costs that are determined to have proved oil and gas reserves are transferred to producing leasehold costs.

A summary of property and equipment including oil and natural gas properties is as follows (in thousands):


	June 25, 2013			December 31, 2012
Oil and natural gas properties:
Subject to depletion	$	101,490		$	101,150
Not subject to depletion		4,096			267

Gross oil and natural gas properties		105,586			101,417
Less accumulated depreciation, depletion and amortization		(36,830	)		(31,423	)

Oil and natural gas properties, net		68,756			69,994

Other property and equipment		5,945			5,816
Less accumulated depreciation		(4,041	)		(3,922	)

Other property and equipment, net		1,904			1,894

Property and equipment, net	$	70,660		$	71,888

Exploration expenses, including geological and geophysical expenses and delay rentals for unevaluated oil and gas properties are charged to expense as incurred. Exploratory drilling costs are initially capitalized as unproved property, not subject to depletion, but charged to expense if and when the well is determined not to have found proved oil and gas reserves. Exploratory drilling costs are evaluated and a determination of classification is made within one-year from the completion of drilling. As of June 25, 2013 and December 31, 2012, there were no costs capitalized in connection with exploratory wells in progress.

Upon the sale or retirement of a complete field of a proved property, the cost is eliminated from the property accounts, and the resultant gain or loss is reclassified to the Company’s statements of operations. Upon the sale of an individual well, the proceeds are credited to accumulated depreciation and depletion within the Company’s balance sheets. Upon sale of an entire interest in an unproved property where the property had been assessed for impairment individually, a gain or loss is recognized in the Company’s consolidated statements of operations. If a partial interest in an unproved property is sold, any funds received are accounted for as a reduction of the cost in the interest retained.

Other Property and Equipment

Other property and equipment includes land, buildings, vehicles, computer equipment and software, telecommunications equipment, and furniture and fixtures. These items are recorded at cost.

(e) Revenue Recognition

Oil and natural gas sales revenue is recognized when produced quantities of oil and natural gas are delivered to a custody transfer point such as a pipeline, processing facility or a tank lifting has occurred, persuasive evidence of a sales arrangement exists, the rights and responsibility of ownership pass to the purchaser upon delivery, collection of revenue from the sales is reasonably assured and the sales price is fixed or determinable. Revenues from the production of natural gas, crude oil or natural gas liquids in which the Company has an interest with other producers are recognized on the basis of the Company’s net revenue interest.

F-75

ECLIPSE RESOURCES-OHIO, LLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM JANUARY 1, 2013 THROUGH JUNE 25, 2013

AND FOR THE YEAR ENDED DECEMBER 31, 2012

In accordance with the terms of joint operating agreements, from time to time, the Company may be paid monthly fees for operating or drilling wells for outside owners. The fees are meant to recoup some of the operator’s general and administrative costs in connection with well and drilling operations and are accounted for as credits to general and administrative expense.

(f) Major Customers

The Company sells production volumes to various purchasers. From January 1, 2013 through June 25, 2013 and for the year ended December 31, 2012, there were two customers that accounted for 10% or more of total natural gas, natural gas liquids (NGLs) and oil sales. Management believes that the loss of any one customer would not have an adverse effect on the Company’s ability to sell natural gas, NGL and oil production. The following table sets forth the Company’s major customers and associated percentage of revenue for the periods indicated:


	January 1, 2013 through June 25, 2013			Year Ended December 31, 2012
Devco Oil Inc.		42.5	%		48.2	%
Ergon Inc.		20.4	%		23.2	%

Total		62.9	%		71.4	%

(g) Accumulated Other Comprehensive Loss

Comprehensive loss includes net loss and all other changes in the equity of a business during a period from transactions and other events and circumstances from non-owner sources that, under accounting principles generally accepted in the United States, have not been recognized in the calculation of net loss. These changes, other than net loss, are referred to as “other comprehensive loss” and for the Company they include pension benefit plans that require an employer to recognize the overfunded or underfunded status of a defined benefit retirement plan as an asset or liability in its balance sheet and to recognize changes in that funded status in the year in which the changes occur through other comprehensive loss. The Company’s pension plan was under-funded by $2.5 million and $3.9 million at June 25, 2013 and December 31, 2012, respectively.

(h) Depreciation, depletion and amortization (DD&A)

Oil and Natural Gas Properties

Depreciation, depletion, and amortization (DD&A) of capitalized costs of proved oil and natural gas properties is computed using the unit-of-production method on a field basis using total estimated proved reserves. The reserve base used to calculate DD&A for leasehold acquisition costs and the cost to acquire proved properties is the sum of proved developed reserves and proved undeveloped reserves. The reserve base used to calculate DD&A for drilling, completion and well equipment costs, which include development costs and successful exploration drilling costs, includes only proved developed reserves. DD&A expense for the period from January 1, 2013 through June 25, 2013 and for the year ended December 31, 2012 totaled approximately $5.4 million and $10.6 million, respectively.

Other Property and Equipment

Depreciation expense on other property and equipment is calculated using straight-line methods based on expected lives of the individual assets or groups of assets ranging from 5 to 40 years. Depreciation for the period

F-76

ECLIPSE RESOURCES-OHIO, LLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM JANUARY 1, 2013 THROUGH JUNE 25, 2013

AND FOR THE YEAR ENDED DECEMBER 31, 2012

from January 1, 2013 through June 25, 2013 and for the year ended December 31, 2012, totaled approximately $0.1 million and $0.2 million, respectively, and is included in depreciation, depletion, and amortization expense in the statements of operations.

(i) Impairment of Long-Lived Assets

The Company reviews its long lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined that an asset’s estimated future cash flows will not be sufficient to recover its carrying amount, an impairment charge will be recorded to reduce the carrying amount for that asset to its estimated fair value if such carrying amount exceeds the fair value.

The review of the Company’s oil and gas properties is done on a field level basis by determining if the historical cost of proved properties, less the applicable accumulated depletion, depreciation and amortization and abandonment, is less than the estimated expected undiscounted future cash flows. The expected future cash flows are estimated based on the Company’s plans to continue to produce and develop proved reserves. Expected future cash flow from the sale of production of reserves is calculated based on estimated future prices. The Company estimates prices based upon current contracts in place, adjusted for basis differentials and market related information including published futures prices. The estimated future level of production is based on assumptions surrounding future prices and costs, field decline rates, market demand and supply and the economic and regulatory climates. If the carrying value exceeds the expected future cash flows, an impairment loss is recognized for the difference between the estimated fair market value (as determined by discounted future cash flows) and the carrying value of the assets.

Unproved properties are reviewed annually for impairment or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment charge is recorded if conditions indicate the Company will not explore the acreage prior to expiration of the applicable leases. There were no impairments of unproved oil and gas properties for the period from January 1, 2013 through June 25, 2013 or for the year ended December 31, 2012.

Proved properties are reviewed annually for impairment or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. There were no impairments of proved oil and gas properties for the period from January 1, 2013 through June 25, 2013 and for the year ended December 31, 2012.

(j) Income Taxes

During the periods presented, the Company was a wholly-owned Qualified Subchapter S subsidiary (“Q Sub”) of Salt Run Capital, Inc., which is taxed as an S corporation. Accordingly, the Company’s operations have been included within the tax filings of Salt Run and are passed through to its shareholder for U.S federal and state income tax purposes. As a result, the Company has not been subject to U.S. federal and most state income taxes as the shareholder of Salt Run is liable for any income tax on such earnings.

F-77

ECLIPSE RESOURCES-OHIO, LLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM JANUARY 1, 2013 THROUGH JUNE 25, 2013

AND FOR THE YEAR ENDED DECEMBER 31, 2012

Accounting Standards Codification (“ASC”) 740 provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, based on the technical merits. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of the uncertain tax position guidance and in subsequent periods. This interpretation also provides guidance on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Given the above discussion and the Company’s historical pass through status, the Company has determined that no federal or state income tax liability for uncertain tax positions is required to be recorded as of the adoption date nor for the years presented in the accompanying financial statements.

(k) Fair Value of Financial Instruments

The Company has established a hierarchy to measure its financial instruments at fair value which requires it to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The hierarchy defines three levels of inputs that may be used to measure fair value:

Level 1 —Unadjusted quoted prices in active markets for identical, unrestricted assets and liabilities that the reporting entity has the ability to access at the measurement date.

The estimated fair values of the Company’s financial instruments closely approximate the carrying amounts due to the short maturity of these instruments.

(l) Asset Retirement Obligation

The Company recognizes a legal liability for its asset retirement obligations (“ARO”) in accordance with the FASB’s Accounting Standards Codification (“ASC”) Topic ASC 410, “Asset Retirement and Environmental Obligations,” associated with the retirement of a tangible long-lived asset, in the period in which it is incurred or becomes determinable, with an associated increase in the carrying amount of the related long-lived asset. The cost of the tangible asset, including the initially recognized asset retirement cost, is depreciated over the useful life of the asset and accretion expense is recognized over time as the discounted liability is accreted to its expected settlement value. The Company measures the fair value of its ARO using expected future cash outflows for abandonment discounted back to the date that the abandonment obligation was measured using an estimated credit adjusted rate of 10.50% for the period January 1, 2013 through June 25, 2013 and for year ended December 31, 2012.

F-78

ECLIPSE RESOURCES-OHIO, LLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM JANUARY 1, 2013 THROUGH JUNE 25, 2013

AND FOR THE YEAR ENDED DECEMBER 31, 2012

and political environments. To the extent future revisions to these assumptions impact the fair value of the existing ARO liability, a corresponding adjustment is made to the related asset.

The following table sets forth the changes in the Company’s ARO liability for the periods indicated (in thousands):


	January 1, 2013 through June 25, 2013		Year Ended December 31, 2012
Asset retirement obligation at beginning of period	$	9,179	$	8,159
Liabilities incurred		—		153
Accretion		470		867

Asset retirement obligation at end of period	$	9,649	$	9,179

(m) Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements.

(n) Segment Reporting

The Company operates in one industry segment: the oil and natural gas exploration and production industry in the United States. All of its operations are conducted in one geographic area of the United States. All revenues are derived from customers located in the United States.

(o) Recent Accounting Pronouncements

The FASB issued Accounting Standard Update (“ASU”) 2011-11, “Disclosures about Offsetting Assets and Liabilities” in December 2011, and issued ASU 2013-01, “Clarifying the Scope of Disclosures About Offsetting Assets and Liabilities” in January 2013. These ASUs create new disclosure requirements regarding the nature of an entity’s rights of setoff and related arrangements associated with its derivative instruments, repurchase agreements and securities lending transactions. Certain disclosures of the amounts of certain instruments subject to enforceable master netting arrangements would be required, irrespective of whether the entity has elected to offset those instruments in the statement of financial position. These ASUs are effective retrospectively for annual reporting periods beginning on or after January 1, 2013. The adoption of these ASUs will not impact the Company’s financial position, results of operations or liquidity.

F-79

ECLIPSE RESOURCES-OHIO, LLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM JANUARY 1, 2013 THROUGH JUNE 25, 2013

AND FOR THE YEAR ENDED DECEMBER 31, 2012

required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional details about those amounts.

Note 4—Sale of Oil and Natural Gas Property Interests

During the year end December 31, 2012, the Company sold all of its interest in a producing oil and gas field for $4.4 million. The sales proceeds exceeded the Company’s cost basis, resulting in a gain of $2.8 million during 2012.

Note 5—Benefit Plans

The Company maintains a defined benefit pension plan covering 34 of its employees, of which two are retired, four have deferred vested termination, and one is a survivor. Benefits are based on the employee’s years of service and compensation. The Company’s plans are funded in conformity with the funding requirements of ASC Topic 715 “Compensation—Retirement Benefits” as of June 25, 2013 and December 31, 2012.

A summary of the pension benefit within the below tables is as follows (in thousands):


	January 1, 2013 through June 25, 2013			Year Ended December 31, 2012
Change in benefit obligation
Benefit obligation at beginning of year	$	10,096		$	7,025
Service cost		165			249
Interest cost		201			409
Actuarial (gain) loss		(1,194	)		2,461
Benefit paid		(223	)		(48	)

Benefit obligation at end of year	$	9,045		$	10,096


	January 1, 2013 through June 25, 2013			Year Ended December 31, 2012
Change in plan assets
Fair value of plan assets at beginning of year	$	6,177		$	5,411
Actual return on plan assets		569			805
Employer contributions		—			9
Benefits paid		(223	)		(48	)

Fair value of plan assets at end of year	$	6,523		$	6,177

F-80

ECLIPSE RESOURCES-OHIO, LLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM JANUARY 1, 2013 THROUGH JUNE 25, 2013

AND FOR THE YEAR ENDED DECEMBER 31, 2012


	June 25, 2013			Year Ended December 31, 2012
Assets in excess of (less than) benefit obligation
Vested amount	$	(6,787	)	$	(7,324	)
Additional benefits required		(2,258	)		(2,771	)

Projected benefit obligation		(9,045	)		(10,095	)
Funded amount		6,523			6,177

Unfunded amount	$	(2,522	)	$	(3,918	)


	June 25, 2013			Year Ended December 31, 2012
Other amounts recognized in other comprehensive loss
Assets in excess of (less than) benefit obligation at end of period	$	(2,522	)	$	(3,918	)

Amounts recorded in the consolidated balance sheet consist of:
Accrued benefit liability		(2,522	)		(3,918	)

Total recorded	$	(2,522	)	$	(3,918	)

Amounts recorded in accumulated other comprehensive loss consist of:
Transition obligation	$	(1,207	)	$	(1,416	)
Net gain (loss)		(393	)		(1,970	)

Total recorded in accumulated other comprehensive loss	$	(1,600	)	$	(3,386	)


	June 25, 2013	Year Ended December 31, 2012
Weighted average assumptions to determine benefit obligation
Discount rate	4.50%	4.00%
Expected rate of return	6.00%	6.00%
Rate of compensation increase	4.00%	4.00%
Inflation	3.00%	3.00%

F-81

ECLIPSE RESOURCES-OHIO, LLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM JANUARY 1, 2013 THROUGH JUNE 25, 2013

AND FOR THE YEAR ENDED DECEMBER 31, 2012


	January 1, 2013 through June 25, 2013			Year Ended December 31, 2012
Components of net periodic benefit cost
Service cost	$	165		$	249
Interest cost		201			409
Expected return on plan assets		(185	)		(323	)
Amortization of transition obligation		209			197

Net period benefit cost	$	390		$	532

The following benefit payments are expected to be paid over the next ten years (in thousands):


2014	$	50
2015		49
2016		104
2017		175
2018		222
2019—2023	$	2,422

The Company’s investment strategy for benefit plan assets reflects a long-term view, a careful assessment of the risks inherent in various asset classes and broad diversification to reduce the risk of the portfolio. Studies are periodically conducted to establish the preferred target asset allocation percentages. The Company along with its investment manager determines the investment policies and strategies for the plan assets to determine the allocations to the various asset classes based on the results of the studies targeted percentages. The following tables below set forth the breakout of asset categories (in thousands):


	June 25, 2013		Year Ended December 31, 2012
Plan assets by category
Equity securities	$	6,223	$	5,877
Debt securities		133		115
Cash		167		185

Total Assets	$	6,523	$	6,177


	June 25, 2013			Year Ended December 31, 2012
Plan assets by category
Equity securities		95.4	%		95.1	%
Debt securities		2.0	%		1.9	%
Cash		2.6	%		3.0	%

Total Assets		100	%		100	%

F-82

ECLIPSE RESOURCES-OHIO, LLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM JANUARY 1, 2013 THROUGH JUNE 25, 2013

AND FOR THE YEAR ENDED DECEMBER 31, 2012

The following tables set forth by level, within the fair value hierarchy, the fair value of pension assets and liabilities as of June 25, 2013 and December 31, 2012 (in thousands):


	June 25, 2013
	Level 1		Level 2		Level 3		Total
Pension assets	$	6,390		133		—	$	6,523


	December 31, 2012
	Level 1		Level 2		Level 3		Total
Pension assets	$	6,062		115		—	$	6,177

The fair value measurement levels are accounting terms that refer to different methods of valuing assets. The terms do not represent the relative risk or credit quality of an investment.

Note 6—Commitments and Contingencies

West Matter

In October 2011, Oxford filed a lawsuit in the Common Pleas Court of Belmont County, Ohio against Barry M. West and other landowners holding an interest in property subject to an oil and gas lease held by Oxford (the “West lawsuit”). The lawsuit was filed after the defendant landowners prevented Oxford from drilling a well on the property subject to the oil and gas lease. Oxford brought claims for breach of contract, unjust enrichment, and promissory estoppel, and sought a declaratory judgment that Oxford had a valid and enforceable lease with the defendant landowners. The defendant landowners filed counterclaims for defective execution of the lease, fraud, bad faith, breach of the implied duty to develop, improper assignment of the lease, and a claim that the lease was void as a lease in perpetuity contrary to law and the public policies of the State of Ohio. The Company filed a motion for summary judgment on July 15, 2013, and the defendant landowners filed their motion for summary judgment on August 26, 2013. On October 4, 2013, the trial court granted the defendant’s motion for summary judgment and held that the lease in question was “void ab initio” because the lease is a “no-term lease” and a “lease in perpetuity.” On October 8, 2013, the Company appealed the trial court’s judgment to the Seventh District Court of Appeals of the State of Ohio.

The judgment of the trial court has been stayed pending the outcome of this appeal. The Company believes that the trial court erred in finding that the lease in question was a perpetual lease, and that the judgment of the trial court that perpetual leases are “void ab initio” is not consistent with applicable Ohio law. However, since the ruling in the West lawsuit, adverse parties in other lawsuits in which the Company is involved have amended their complaints to make allegations similar to those made by the lessor in the West lawsuit, and the Company may be subject to additional lawsuits alleging that our leases are void. If the appeals court does affirm the court ruling and if other courts in Ohio adopt a similar interpretation of the language in our other leases with similar term language, such leases may also be determined to be void if the lessor challenges the validity of the lease. Consequently, this could result in a loss of the mineral rights and an impairment of the related assets which could have a material adverse impact on the Company’s financial statements.

The Company believes that there are strong grounds for appeal, and therefore, the Company intends to pursue all available appellate rights, and to vigorously defend against the claims in this lawsuit. Based on the merits of the appeal, the Company believes that it is not probable that trial court’s decision will be upheld in the appeal or that the Company will incur a material loss in the lawsuit, and accordingly, the Company has not recorded an accrual for the potential losses attributable to this lawsuit.

F-83

ECLIPSE RESOURCES-OHIO, LLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM JANUARY 1, 2013 THROUGH JUNE 25, 2013

AND FOR THE YEAR ENDED DECEMBER 31, 2012

Other Matters

From time to time, the Company may be a party to legal proceedings arising in the ordinary course of business. Management does not believe that a material loss is probable as a result of such proceedings.

Additionally, the Company is subject to numerous laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. To the extent laws are enacted or other governmental action is taken that restricts drilling or imposes environmental protection requirements that result in increased costs to the oil and natural gas industry in general, the business and prospects of the Company could be adversely affected.

The development of the Company’s oil and natural gas properties under their related leases will require a significant amount of capital. The timing of those expenditures will be determined by the lease provisions, the term of the lease and other factors associated with unproved leasehold acreage. To the extent that the Company is not the operator of oil and natural gas properties that it owns an interest in, the timing, and to some degree the amount, of capital expenditures will be controlled by the operator of such properties.

Note 7—Subsequent Events

On June 26, 2013, Eclipse Resources I, LP purchased 100% of the outstanding membership interests of the Company for a net cash purchase price of $652.5 million.

Management has evaluated subsequent events through February 21, 2014, the date the financial statements were available to be issued. Except as described herein, no reportable events have occurred subsequent to June 25, 2013 through the date of issuance of the accompanying financial statements that would, in the opinion of management, have a material impact on the aforementioned statements and related disclosures.

Note 8—Supplemental Oil and Natural Gas Information (unaudited)

(a) Capitalized Costs

A summary of the capitalized costs are contained in the table below (in thousands):


	June 25, 2013			Year Ended December 31, 2012
Oil and natural gas properties:
Proved properties	$	101,490		$	101,150
Unproved properties		4,096			267

Total oil and natural gas properties		105,586			101,417
Less accumulated depreciation, depletion and amortization		(36,830	)		(31,423	)

Net oil and natural gas properties capitalized	$	68,756		$	69,994

F-84

ECLIPSE RESOURCES-OHIO, LLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM JANUARY 1, 2013 THROUGH JUNE 25, 2013

AND FOR THE YEAR ENDED DECEMBER 31, 2012

(b) Costs Incurred in Oil and Natural Gas Property Acquisition and Development Activities

A summary of the Company’s cost incurred in oil and natural gas property acquisition and development activities is set forth below (in thousands):


	January 1, 2013 through June 25, 2013		Year Ended December 31, 2012
Acquisition costs:
Proved properties	$	53	$	—
Unproved properties		3,829		—
Development cost		—		—
Exploration expenses		183		409

Total acquisition, development and exploration costs	$	4,065	$	409

(c) Reserve Quantity Information

The following information represents estimates of the Company’s proved reserves as of June 25, 2013, and December 31, 2012, which have been prepared and presented under SEC rules. These rules require companies to prepare their reserve estimates using specified reserve definitions and pricing based on a 12-month unweighted average of the first-day-of-the-month pricing. The pricing that was used for estimates of the Company’s reserves as of June 25, 2013 and December 31, 2012 was based on an unweighted average 12-month average West Texas Intermediate posted price per Bbl for oil and a Henry Hub spot natural gas price per MMBtu for natural gas.

Subject to limited exceptions, proved undeveloped reserves may only be booked if they relate to wells scheduled to be drilled within five years of the date of booking. This requirement may limit the Company’s potential to record additional proved undeveloped reserves as it pursues its drilling program, particularly as it develops its significant acreage in the Appalachian Basin of Ohio. Moreover, the Company may be required to write down its proved undeveloped reserves if it does not drill on those reserves with the required five-year timeframe. The Company does not have any proved undeveloped reserves which have remained undeveloped for five years or more.

The Company’s proved oil and natural gas reserves are all located in the United States, within the state of Ohio. All of the estimates of the proved reserves at June 25, 2013 and December 31, 2012, were prepared by Netherland, Sewell & Associates, Inc. (“NSAI”), independent petroleum engineers. Proved reserves were estimated in accordance with the guidelines established by the SEC and the FASB.

Further, the volumes considered to be commercially recoverable fluctuate with changes in prices and operating costs. The Company emphasizes that reserve estimates are inherently imprecise and that estimates of new discoveries are more imprecise than those of currently producing oil and natural gas properties. Accordingly, these estimates are expected to change as additional information becomes available in the future.

F-85

ECLIPSE RESOURCES-OHIO, LLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM JANUARY 1, 2013 THROUGH JUNE 25, 2013

AND FOR THE YEAR ENDED DECEMBER 31, 2012

The following table provides a rollforward of the total proved reserves for the year ended December 31, 2012, and the period ended June 25, 2013, as well as proved developed and proved undeveloped reserves at the beginning and end of each respective year:


	Oil (MBbl)			Natural Gas (MMcf)			TOTAL (MMcfe)
January 1, 2012		1,139			8,723			15,557
Revisions		(18	)		(733	)		(841	)
Extensions and discoveries		41			381			627
Production		(101	)		(1,479	)		(2,085	)

December 31, 2012		1,061			6,892			13,258
Revisions		(50	)		470			170
Extensions and discoveries		—			1			1
Production		(53	)		(716	)		(1,034	)

End of period, June 25, 2013		958			6,647			12,395

Proved developed reserves:
January 1, 2012		1,139			8,723			15,557
December 31, 2012		1,061			6,892			13,258
Proved developed reserves:
January 1, 2013		1,061			6,892			13,258
June 25, 2013		958			6,647			12,395

Extensions and discoveries of 13 MMcfe and 627 MMcfe during the period ended June 25, 2013 and for the year ended December 31, 2012, resulted from the drilling of new wells during each year. There were no proved undeveloped reserves during the period ended June 25, 2013 and for the year ended December 31, 2012. Thousands of cubic feet of gas equivalent (“Mcfe”) and millions of cubic feet of gas equivalent (“MMcfe”) amounts have been calculated by using the conversion ratio of one barrel of oil (1 bbl) to six thousand cubic feet (6 Mcf) of natural gas.

F-86

ECLIPSE RESOURCES-OHIO, LLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM JANUARY 1, 2013 THROUGH JUNE 25, 2013

AND FOR THE YEAR ENDED DECEMBER 31, 2012

(d) Standardized Measure of Discounted Future Net Cash Flows

The standardized measure of discounted future net cash flows does not purport to be, nor should it be interpreted to present, the fair value of the oil and natural gas reserves of the property. An estimate of fair value would take into account, among other things, the recovery of reserves not presently classified as proved, the value of unproved properties, and consideration of expected future economic and operating conditions. The estimates of future cash flows and future production and development costs as of June 25, 2013, and December 31, 2012 are based on the unweighted arithmetic average first-day-of-the-month price for the preceding 12-month period. Estimated future production of proved reserves and estimated future production and development costs of proved reserves are based on current costs and economic conditions. All wellhead prices are held flat over the forecast period for all reserve categories. The estimated future net cash flows are then discounted at a rate of 10%. The standardized measure of discounted future net cash flows relating to proved oil and natural gas reserves is as follows at June 25, 2013 and December 31, 2012 (in thousands):


	June 25, 2013			Year Ended December 31, 2012
Future cash inflows (total revenues)	$	112,472		$	118,778
Future production costs (severance and ad valorem taxes plus LOE)		(44,565	)		(46,045	)
Future development costs (capital costs)		(11,402	)		(11,276	)
Future income tax expense ⁽¹⁾		—			—

Future net cash flows		56,505			61,457
10% annual discount for estimated timing of cash flows		(27,521	)		(30,542	)

Standardized measure of Discounted Future Net Cash Flow	$	28,984		$	30,915

(1)

Future net cash flows do not include the effects of income taxes on future revenues because Eclipse Resources-Ohio, LLC was a pass through entity not subject to entity-level income taxation as of June 25, 2013 and December 31, 2012. Accordingly, no provision for federal or state corporate income taxes has been provided because taxable income was passed through.

It is not intended that the FASB’s standardized measure of discounted future net cash flows represent the fair market value of the Company’s proved reserves. The Company cautions that the disclosures shown are based on estimates of proved reserve quantities and future production schedules which are inherently imprecise and subject to revision, and the 10% discount rate is arbitrary. In addition, costs and prices as of the measurement date are used in the determinations, and no value may be assigned to probable or possible reserves.

F-87

ECLIPSE RESOURCES-OHIO, LLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD FROM JANUARY 1, 2013 THROUGH JUNE 25, 2013

AND FOR THE YEAR ENDED DECEMBER 31, 2012

(e) Changes in the Standardized Measure of Discounted Future Net Cash Flows

A summary of the changes in the standardized measure of discounted future net cash flows are contained in the table below (in thousands):


	June 25, 2013			Year Ended December 31, 2012
Standardized measure, beginning of the year	$	30,915		$	43,261
Net change in prices and production costs		(199	)		(5,431	)
Net change in future development costs		(94	)		—
Sales, less production costs		(5,543	)		(8,658	)
Extensions		—			1,555
Revisions of previous quantity estimates		489			(2,996	)
Accretion of discount		3,091			4,326
Changes in timing and other		325			(1,142	)

Period balance	$	28,984		$	30,915

F-88

ECLIPSE RESOURCES OPERATING, LLC

BALANCE SHEETS

(in thousands)

(Unaudited)


	March 31,			December 31,
	2014			2013
ASSETS
CURRENT ASSETS
Cash	$	1,182		$	1,025
Accounts receivable—related party		590			1,951
Prepaid expenses and other		511			512

Total current assets		2,283			3,488

PROPERTY AND EQUIPMENT, AT COST
Fixed assets		2,470			1,797
Accumulated depreciation		(467	)		(336	)

Total property and equipment		2,003			1,461

TOTAL ASSETS	$	4,286		$	4,949

LIABILITIES & MEMBERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable	$	911		$	422
Accrued liabilities		1,753			3,245
Deferred revenue		1,608			1,266

Total current liabilities		4,272			4,933

NONCURRENT LIABILITIES
Deferred revenue		17			17

Total liabilities		4,289			4,950

COMMITMENTS AND CONTINGENCIES
MEMBERS’ EQUITY (DEFICIT)
Total members’ equity (deficit)		(3	)		(1	)

TOTAL LIABILITIES AND MEMBERS’ EQUITY (DEFICIT)	$	4,286		$	4,949

The accompanying notes are an integral part of these financial statements.

F-89

ECLIPSE RESOURCES OPERATING, LLC

STATEMENTS OF OPERATIONS

(in thousands)

(Unaudited)


	Three Months Ended March 31,
	2014		2013
REVENUES
Management fee income	$	7,494	$	1,349

OPERATING EXPENSES
Salaries, wages and employee benefits		5,308		962
Employee recruiting and relocation		498		71
Organizational, legal and professional services		5		3
Travel and business meals		309		30
Facilities, supplies and software		299		75
Depreciation and amortization		131		21
Professional services and other operating		944		186

Total operating expenses		7,494		1,348

OPERATING LOSS		—		1
OTHER INCOME (EXPENSE)
Interest income (expense)		1		(1	)

Total other income/(expense)		1		(1	)

NET INCOME	$	1	$	—

The accompanying notes are an integral part of these financial statements.

F-90

ECLIPSE RESOURCES OPERATING, LLC

STATEMENT OF MEMBERS’ EQUITY (DEFICIT)

(in thousands)

(Unaudited)


	Total Members’ Equity (Deficit)
Balance at December 31, 2013	$	(1	)
Distributions		(3	)
Net income		1

Balance at March 31, 2014	$	(3	)

The accompanying notes are an integral part of this financial statement.

F-91

ECLIPSE RESOURCES OPERATING, LLC

STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	Three Months Ended March 31,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	1		$	—
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense		131			21
Changes in assets and liabilities:
Accounts receivable—related party		1,361			(50	)
Prepaids and other assets		1			25
Accounts payable and accrued liabilities		(1,003	)		126
Deferred revenue		342			—

Net cash provided by operating activities		833			122

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures for property and equipment		(673	)		(41	)

Net cash used in investing activities		(673	)		(41	)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of long-term debt		—			(4	)
Capital distributions		(3	)		(6	)

Net cash used in financing activities		(3	)		(10	)

Net increase in cash		157			71
Cash at beginning of year		1,025			11

Cash at end of year	$	1,182		$	82

The accompanying notes are an integral part of these financial statements.

F-92

ECLIPSE RESOURCES OPERATING, LLC

NOTES TO FINANCIAL STATEMENTS FOR

THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(UNAUDITED)

Note 1—Organization and Nature of Operations

Eclipse Resources Operating, LLC (“Eclipse Operating” or the “Company”), a Delaware limited liability company, was formed on December 20, 2010 to manage the operations of oil and natural gas ventures. Eclipse Operating is owned equally by Benjamin W. Hulburt, Christopher K. Hulburt and Thomas S. Liberatore.

The Company provides management services for Eclipse Resources I, LP (“Eclipse I”). Management services include providing personnel, equipment, office space and other goods and services as needed to manage the operations of Eclipse I. Pursuant to an Administrative Services Agreement with Eclipse I, the Company receives a monthly management fee for these services. Each of the owners of Eclipse Operating also owns direct and indirect interests in Eclipse I.

Note 2—Basis of Presentation

The accompanying financial statements, which are unaudited except the balance sheet at December 31, 2013 which is derived from audited financial statements, are presented in accordance with the requirements of and accounting principles generally accepted in the United States (“U.S. GAAP”) for interim reporting. They do not include all disclosures normally made and contained in annual financial statements. In management’s opinion, all adjustments necessary for a fair presentation of the Company’s financial position, results of operations and cash flows for the periods disclosed have been made. These interim consolidated financial statements should be read in conjunction with the audited financial statements and notes thereto presented in the Company’s financial statements for the year ended December 31, 2013. The results of operations for the three months ended March 31, 2014 may not necessarily be indicative of the results of operations for the full year ending December 31, 2014. Preparation in accordance with GAAP requires the Company to (1) adopt accounting policies within accounting rules set by the Financial Accounting Standards Board (“FASB”) and (2) make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and other disclosed amounts. Note 3—Summary of Significant Accounting Policies describes our significant accounting policies.

Actual results may differ from estimates and assumptions of future events and these differences could be material.

Note 3—Summary of Significant Accounting Policies

(a) Cash

(b) Accounts Receivable

F-93

ECLIPSE RESOURCES OPERATING, LLC

NOTES TO FINANCIAL STATEMENTS FOR

THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(UNAUDITED)

among other things, how recently and how frequently payments have been received and the financial position of the party. The Company did not deem any of its accounts receivable uncollectable as of March 31, 2014 or December 31, 2013. The majority of accounts receivable at March 31, 2014 and December 31, 2013 are due from Eclipse I.

(c) Property and Equipment

Property and equipment include vehicles, computer equipment and software, telecommunications equipment, and furniture and fixtures. These items are recorded at cost, or fair value if acquired through a business acquisition. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, or the estimated remaining lease or license term in the case of computer software and leasehold improvements, whichever is shorter. Depreciation expense for the three months ended March 31, 2014 and 2013 was $0.13 million and $0.02 million, respectively.

Capitalized Property and Equipment

During the three months ended March 31, 2014 and 2013, the Company acquired $0.7 million and $0.04 million, respectively, in capitalized property and equipment additions as shown below (in thousands):


	For the Three Months Ended March 31,
	2014		2013
Property and Equipment additions
Computer hardware and equipment	$	367	$	25
Computer software		285		—
Furniture and fixtures		13		16
Leasehold improvements		8		—

Total property and equipment additions	$	673	$	41

(d) Revenue Recognition

The Company receives a fee for the management of Eclipse I equal to the actual expenditures incurred for such operations. This reimbursement is recorded by the Company as management fee income. As of March 31, 2014 and December 31, 2013, the Company had received $1.6 million and $1.3 million, respectively, of management fee income that relates to services and costs that will be earned in future periods and is being treated as deferred revenue. Such amounts will be accounted for as revenues during the period to which they relate and are earned.

(e) Impairment

The Company evaluates the recoverability of property and equipment for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. In addition to the recoverability assessment, the Company routinely reviews the remaining estimated useful lives of property and equipment. If the estimated useful life assumption for any asset is reduced, the remaining unamortized balance would be amortized or depreciated over the revised estimated useful life.

F-94

ECLIPSE RESOURCES OPERATING, LLC

NOTES TO FINANCIAL STATEMENTS FOR

THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(UNAUDITED)

(f) Income Taxes

Eclipse Operating has elected to be taxed as an S Corporation, and as a result, the Company is not subject to U.S. federal and most state income taxes. Accordingly, the Company’s members are liable for income taxes in regards to their distributive share of the Company’s taxable income.

(g) Lease Obligations

The Company leases office space under an operating lease that expires in 2016. The lease terms begin on the date of initial possession of the leased property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. Eclipse Operating does not assume renewals in its determination of the lease term unless the renewals are deemed to be reasonably assured at lease inception.

Note 4—Members’ Equity

Each member owns a 33.33% membership interest in the Company. Timing of admission into the Company will result in differing member equity balances, however, under the terms of the Company operating agreement, each member shares equally in the Company’s income or loss, or distributions regardless of their equity in the Company. In addition, taxable income and the allocation of taxable income for distributions may vary substantially from net income reported in the accompanying financial statements.

Note 5—Debt

The Company maintains a $400,000 credit line. The balance is paid monthly with amounts outstanding over 30 days charged an annualized interest rate of 12.99%. There were no amounts past due at either March 31, 2014 or December 31, 2013.

Note 6—Related Party Transactions

The Company manages the operations of Eclipse I under the terms of an Administrative Services Agreement. The members of the Company also own direct and indirect interests in Eclipse I.

F-95

ECLIPSE RESOURCES OPERATING, LLC

NOTES TO FINANCIAL STATEMENTS FOR

THE THREE MONTHS ENDED MARCH 31, 2014 AND 2013

(UNAUDITED)

Eclipse Operating. The reimbursement of these expenses is recognized as management fee income by the Company. In addition, the Company incurs costs related to the acquisition of leases and other oil and gas assets, which costs are passed through to Eclipse I as appropriate.

During the three months ended March 31, 2014 and 2013, the Company recognized $7.5 million and $1.3 million, respectively, in management fee income from Eclipse I. At March 31, 2014 and December 31, 2013, Eclipse I owed the Company $0.5 million and $2.0 million, respectively, in accrued management fees.

The Company periodically incurs expenses for the use of an airplane primarily owned by an officer of the Company. Expenses are billed on a per use basis and totaled $0.04 million and $0 for the three months ended March 31, 2014 and 2013.

Note 7—Commitments and Contingencies

From time to time, the Company may be a party to legal proceedings arising in the ordinary course of business. Eclipse Operating is not currently a party to any legal proceedings and believes the likelihood of being a party to a proceeding that could have a material adverse effect on its financial condition, results of operations or cash flows is remote.

Environmental Matters

The Company is subject to numerous laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. To the extent laws are enacted or other governmental action is taken that restricts drilling or imposes environmental protection requirements that result in increased costs to the oil and natural gas industry in general, the business and prospects of Eclipse Operating could be adversely affected.

Leases

The Company leases 8,072 square feet of office space for its corporate headquarters in State College, Pennsylvania. The space is leased in two parts, 5,246 square feet of which expires in July 2016. The remaining 2,826 square feet expires in July 2015.

Operating lease expense totaled $0.07 million and $0.03 million for the three months ended March 31, 2014 and 2013, respectively.

Note 8—Employee Benefit Plan

The Company currently maintains a retirement plan intended to provide benefits under section 401(K) of the Internal Revenue Code, under which employees are allowed to contribute portions of their compensation to a tax-qualified retirement account. Under the 401(K) plan, the Partnership provides matching contributions equal to 100% of the first 6% of employees’ eligible compensation contributed to the plan. The Company contributed $0.2 million and $0.02 million in matching contributions for the three months ended March 31, 2014 and 2013, respectively.

Note 9—Subsequent Events

Management has evaluated subsequent events through May 2, 2014 and believes that there are no events that would have a material impact on the aforementioned financial statements and related disclosures.

F-96

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Managers and Members

Eclipse Resources Operating, LLC

We have audited the accompanying balance sheets of Eclipse Resources Operating, LLC (a Delaware limited liability company) (the “Company”) as of December 31, 2013 and 2012, and the related statements of operations, changes in members’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Eclipse Resources Operating, LLC as of December 31, 2013 and 2012, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America.

/s/ GRANT THORNTON LLP

Cleveland, Ohio

February 21, 2014

F-97

ECLIPSE RESOURCES OPERATING, LLC

BALANCE SHEETS

(in thousands)


	December 31,
	2013			2012
ASSETS
CURRENT ASSETS
Cash	$	1,025		$	11
Accounts receivable—related party		1,951			382
Prepaid expenses and other		512			61

Total current assets		3,488			454

PROPERTY AND EQUIPMENT, AT COST
Fixed assets		1,797			361
Accumulated depreciation		(336	)		(106	)

Total property and equipment		1,461			255

TOTAL ASSETS	$	4,949		$	709

LIABILITIES & MEMBERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES
Accounts payable	$	422		$	143
Accrued liabilities		3,245			329
Deferred revenue		1,266			230

Total current liabilities		4,933			702

NONCURRENT LIABILITIES
Deferred revenue		17			—

Total liabilities		4,950			702

COMMITMENTS AND CONTINGENCIES
MEMBERS’ EQUITY (DEFICIT)
Total members’ equity (deficit)		(1	)		7

TOTAL LIABILITIES AND MEMBERS’ EQUITY (DEFICIT)	$	4,949		$	709

The accompanying notes are an integral part of these financial statements.

F-98

ECLIPSE RESOURCES OPERATING, LLC

STATEMENTS OF OPERATIONS

(in thousands)


	Year Ended December 31,
	2013			2012
REVENUES
Management fee income	$	13,658		$	4,091

OPERATING EXPENSES
Salaries, wages and employee benefits		9,286			3,068
Employee recruiting and relocation		805			181
Oil and gas related		—			6
Organizational, legal and professional services		16			14
Travel and business meals		570			158
Facilities, supplies and software		692			230
Depreciation and amortization		230			72
Professional services and other operating		2,059			362

Total operating expenses		13,658			4,091

OPERATING LOSS		—			—
OTHER INCOME (EXPENSE)
Other income		—			3
Interest expense		(2	)		(3	)

Total other expense		(2	)		—

NET LOSS	$	(2	)	$	—

The accompanying notes are an integral part of these financial statements.

F-99

ECLIPSE RESOURCES OPERATING, LLC

STATEMENTS OF MEMBERS’ EQUITY (DEFICIT)

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(in thousands)


	Total Members’ Equity (Deficit)
Balance, December 31, 2011	$	84
Net income		—
Capital distributions		(77	)

Balance, December 31, 2012		7
Net loss		(2	)
Capital distributions		(6	)

Balance, December 31, 2013	$	(1	)

The accompanying notes are an integral part of these financial statements.

F-100

ECLIPSE RESOURCES OPERATING, LLC

STATEMENTS OF CASH FLOWS

(in thousands)


	Year Ended December 31,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(2	)	$	—
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense		230			72
Changes in assets and liabilities
Accounts receivable—related party		(1,568	)		(27	)
Prepaids and other assets		(453	)		(2	)
Accounts payable and accrued liabilities		3,196			(99	)
Deferred revenue		1,053			110

Net cash provided by operating activities		2,456			54

CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures for property and equipment		(1,436	)		(96	)

Net cash used in investing activities		(1,436	)		(96	)

CASH FLOWS FROM FINANCING ACTIVITIES
Capital distributions		(6	)		(77	)

Net cash used in financing activities		(6	)		(77	)

Net increase (decrease) in cash		1,014			(119	)
Cash at beginning of year		11			130

Cash at end of year	$	1,025		$	11

The accompanying notes are an integral part of these financial statements.

F-101

ECLIPSE RESOURCES OPERATING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

Note 1—Organization and Nature of Operations

Note 2—Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Preparation in accordance with GAAP requires the Company to (1) adopt accounting policies within accounting rules set by the Financial Accounting Standards Board (“FASB”) and (2) make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and other disclosed amounts. Note 3—Summary of Significant Accounting Policies describes our significant accounting policies.

Actual results may differ from estimates and assumptions of future events and these differences could be material.

Note 3—Summary of Significant Accounting Policies

(a) Cash

(b) Accounts Receivable

Accounts receivable are carried at estimated net realizable value. Receivables deemed uncollectible are charged directly to expense. Trade credit is generally extended on a short-term basis and therefore, accounts receivable do not bear interest, although a finance charge may be applied to such receivables that are past due. A valuation allowance is provided for those accounts for which collection is estimated as doubtful; uncollectible accounts are written off and charged against the allowance. In estimating the allowance, management considers, among other things, how recently and how frequently payments have been received and the financial position of the party. The Company did not deem any of its accounts receivable uncollectable as of December 31, 2013 or December 31, 2012. All accounts receivable at December 31, 2013 and 2012 are due from Eclipse I.

(c) Property and Equipment

Property and equipment include vehicles, computer equipment and software, telecommunications equipment, and furniture and fixtures. These items are recorded at cost, or fair value if acquired through a business acquisition. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, or the estimated remaining lease or license term in the case of computer software and leasehold improvements, whichever is shorter. Depreciation expense for the years ended December 31, 2013 and 2012 was $0.2 million and $0.1 million, respectively.

F-102

ECLIPSE RESOURCES OPERATING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

Capitalized Property and Equipment

During the years ended December 31, 2013 and 2012, the Company acquired $1.4 million and $0.1 million, respectively, in capitalized property and equipment additions as shown below (in thousands):


	December 31,
	2013		2012
Property and Equipment additions
Computer hardware and equipment	$	545	$	31
Computer software		702		41
Furniture and fixtures		146		24
Leasehold improvements		43		—

Total property and equipment additions	$	1,436	$	96

(d) Revenue Recognition

The Company receives a fee for the management of Eclipse I equal to the actual expenditures incurred for such operations. This reimbursement is recorded by the Company as management fee income. At December 31, 2013 and 2012, the Company had received $1.3 million and $0.2 million, respectively, of management fee income that relates to services and costs that will be earned in future periods and is being treated as deferred revenue. Such amounts will be accounted for as revenues during the period to which they relate and are earned.

(e) Impairment

(f) Income Taxes

F-103

ECLIPSE RESOURCES OPERATING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

(g) Lease Obligations

The Company leases office space under an operating leases that expires in 2016. The lease terms begin on the date of initial possession of the leased property for purposes of recognizing lease expense on a straight-line basis over the term of the lease. Eclipse Operating does not assume renewals in its determination of the lease term unless the renewals are deemed to be reasonably assured at lease inception.

Note 4—Members’ Equity

Each member owns a 33.33% membership interest in the Company. Timing of admission into the Company will result in differing member equity balances, however, under the terms of the Company operating agreement, each member shares equally in the Company’s income or loss, or distributions regardless of their equity in the partnership. In addition, taxable income and the allocation of taxable income for distributions may vary substantially from net income reported in the accompanying financial statements.

Note 5—Debt

The Company maintains a $425,000 credit line. The balance is paid monthly with amounts outstanding over 30 days charged an annualized interest rate of 12.99%. There were no outstanding amounts at either December 31, 2013 or 2012.

Note 6—Related Party Transactions

The Company manages the operations of Eclipse I under the terms of an Administrative Services Agreement. The members of the Company also own direct and indirect interests in Eclipse I.

In return for performing its duties and obligations under the Administrative Services Agreement (“Agreement”), Eclipse Operating receives a monthly management fee equal to the sum of all costs and expenses incurred, in the management of Eclipse I. These costs include salaries, wages and benefits, rent, insurance, and other expenses and costs required to operate Eclipse I. These expenses are billed in arrears at the actual cost to Eclipse Operating. The reimbursement of these expenses is recognized as management fee income by the Company. In addition, the Company incurs costs related to the acquisition of leases and other oil and gas assets, which costs are passed through to Eclipse I as appropriate.

During the years ended December 31, 2013 and December 31, 2012, the Company recognized $13.7 million and $4.1 million, respectively, in management fee income from Eclipse I. At December 31, 2013 and December 31, 2012, Eclipse I owed the Company $2.0 million and $0.4 million, respectively, in accrued management fees.

The Company periodically incurs expenses for the use of an airplane primarily owned by an officer of the company. Expenses are billed on a per use basis and totalled $.03 million for the year ended December 31, 2013.

Note 7—Commitments and Contingencies

F-104

ECLIPSE RESOURCES OPERATING, LLC

NOTES TO FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2013 AND 2012

Environmental Matters

Leases

Eclipse Operating leases two office space locations in State College, Pennsylvania. The Company leases 8,072 square feet of office space with an initial term of three years with an option to renew for an additional two years. The Company extended this option for an additional year, which expires in 2015.

Following is a schedule, by year, of the future minimum lease payments required under operating lease as of December 31, 2013 (in thousands):


2014	$	133
2015		78

Total minimum lease payments	$	211

Operating lease expense totaled $0.2 million and $0.1 million for the years ended December 31, 2013 and December 31, 2012, respectively.

Note 8—Employee Benefit Plan

The Company currently maintains a retirement plan intended to provide benefits under section 401(K) of the Internal Revenue Code, under which employees are allowed to contribute portions of their compensation to a tax-qualified retirement account. Under the 401(K) plan, the Partnership provides matching contributions equal to 100% of the first 6% of employees’ eligible compensation contributed to the plan. The Company contributed $0.2 million and $0.1 million in matching contributions for the year ended December 31, 2013 and 2012, respectively.

Note 9—Subsequent Events

F-105

ANNEX A

Glossary of Oil and Natural Gas Companies

The following terms are used in this prospectus to refer to the following entities and their respective subsidiaries and affiliates:

“ Antero ” or “ Antero Resources ” refers to Antero Resources Corporation.

“ Blue Racer ” refers to Blue Racer Midstream, LLC.

“ Cabot Oil & Gas ” refers to Cabot Oil & Gas Corporation.

“ Carrizo ” refers to Carrizo Oil & Gas, Inc.

“ Chesapeake Energy ” or “ Chesapeake ” refers to Chesapeake Energy Corporation.

“ Eureka Hunter ” refers to Eureka Hunter Pipeline LLC, a subsidiary of Magnum Hunter.

“ EXCO Resources ” refers to Exco Resources, Inc.

“ Gulfport Energy ” or “ Gulfport ” refers to Gulfport Energy Corporation.

“ Hess ” refers to the Hess Corporation.

“ Magnum Hunter ” or “ MHR ” refers to Magnum Hunter Resources Corporation.

“ MarkWest Energy Partners ” refers to MarkWest Energy Partners, L.P.

“ PDC ” refers to PDC Energy, Inc.

“ Rex Energy ” or “ Rex ” refers to Rex Energy Corporation.

“Shell Chemical ” refers to Shell Chemical LP.

“ Stone Energy ” refers to Stone Energy Corporation.

“ Triad Hunter ” refers to Triad Hunter, LLC, a subsidiary of Magnum Hunter.

II.

Glossary of Oil and Natural Gas Terms

The following are abbreviations and definitions of some of the oil and gas industry terms used in this prospectus:

“ Bbl ” refers to one stock tank barrel, of 42 U.S. gallons liquid volume, used herein in reference to crude oil, condensate or NGLs.

“ Bcf ” refers to one billion cubic feet of natural gas.

“ Bcfe ” refers to one billion cubic feet of natural gas equivalent, determined using the ratio of six Mcf of natural gas to one Bbl of crude oil, condensate or natural gas liquids.

“ Boe ” refers to barrels of oil equivalent, determined using the ratio of one Bbl of crude oil, condensate or natural gas liquids to six Mcf of natural gas.

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“ Btu ” refers to one British thermal unit, the quantity of heat required to raise the temperature of a one-pound mass of water by one degree of Fahrenheit.

“ Basin ” refers to a large natural depression on the earth’s surface in which sediments generally brought by water accumulate.

“ Delineation ” refers to the process of placing a number of wells in various parts of a reservoir to determine its boundaries and production characteristics.

“ Developed acreage ” refers to the number of acres that are allocated or assignable to productive wells or wells capable of production.

“ Development well ” refers to a well drilled within the proved area of an oil or natural gas reservoir to the depth of a stratigraphic horizon known to be productive.

“ Dry hole ” refers to a well found to be incapable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of such production exceed production expenses and taxes.

“ Exploratory well ” refers to a well drilled to find and produce oil or gas in an unproved area, to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir, or to extend a known reservoir. Generally, an exploratory well is any well that is not a development well, a service well, or a stratigraphic test well.

“ Field ” refers to an area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition. There may be two or more reservoirs in a field which are separated vertically by intervening impervious strata, or laterally by local geologic barriers, or by both. Reservoirs that are associated by being in overlapping or adjacent fields may be treated as a single or common operational field. The geological terms “structural feature” and “stratigraphic condition” are intended to identify localized geological features as opposed to the broader terms of basins, trends, provinces, plays, areas-of-interest, etc.

“ Formation ” refers to a layer of rock which has distinct characteristics that differs from nearby rock.

“ Gross acres ” or “ gross wells ” refers to the total acres or wells, as the case may be, in which a working interest is owned.

“ Horizontal drilling ” refers to a drilling technique used in certain formations where a well is drilled vertically to a certain depth and then drilled at a right angle within a specified interval.

“ Identified drilling locations ” refers to total gross (net) resource play locations that we may be able to drill on our existing acreage. Actual drilling activities may change depending on the availability of capital, regulatory approvals, seasonal restrictions, natural gas and oil prices, costs, drilling results and other factors.

“ MBbls ” refers to one thousand barrels of crude oil, condensate or NGLs.

“ Mcf ” refers to one thousand cubic feet of natural gas.

“ Mcfe ” refers to one thousand cubic feet equivalent, determined using the ratio of six Mcf of natural gas to one Bbl of crude oil, condensate or NGLs.

“MMBbls” refers to one million barrels of crude oil, condensate or NGLs.

“ MMcf ” refers to one million cubic feet of natural gas.

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“ MMcfe ” refers to one million cubic feet of gas equivalent, determined using the ratio of six Mcf of natural gas to one Bbl of crude oil, condensate or natural gas liquids.

“ MMBoe ” refers to one million barrels of oil equivalent, determined using the ratio of one Bbl of crude oil, condensate or natural gas liquids to six Mcf of natural gas.

“ MMBtu ” refers to one million Btu.

“ Net revenue interest ” refers to an owner’s interest in the revenues of a well after deducting proceeds allocated to royalty and overriding interests.

“ Net a cres ” refers to the amount of leased real estate that a petroleum and/or natural gas company has a true working interest in. Net acres express actual percentage interest when a company shares its working interest with another company; the total acreage under lease by a company is referred to as gross acres. Net acres account for the company’s percentage interest, multiplied by the gross acreage. If a company holds the entire working interest, its net acreage and gross acreage will be the same.

“ NGLs ” refers to natural gas liquids, which are a mixture of light hydrocarbons that exist in the gaseous phase and are recovered as liquids in gas processing plants. NGLs differ from condensate in two principal respects: (1) NGLs are extracted and recovered in gas plants rather than lease separators or other lease facilities, and (2) NGLs include very light hydrocarbons (ethane, propane, butanes) as well as the pentanes-plus that are the main constituents of condensates.

“ NYMEX” refers to the New York Mercantile Exchange.

“ Productive well ” refers to a well that is expected to be capable of producing hydrocarbons in sufficient quantities such that proceeds from the sale of the production exceeds production expenses and taxes.

“ Prospect ” refers to a geological feature mapped as a location or probable location of a commercial oil and/or gas accumulation. A prospect is defined as a result of geophysical and geological studies allowing the identification and quantification of uncertainties, probabilities of success, estimates of potential resources and economic viability.

“ Proved d eveloped reserves ” refers to proved reserves that can be expected to be recovered (i) through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well , and (ii) through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

“ Proved oil and gas reserves ” refers to those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible-from a given date forward, from known reservoirs, and under existing economic conditions, operating methods, and government regulations-prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract the hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

“ Proved u ndeveloped reserves ” refers to proved reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required for recompletion.

(i) Reserves on undrilled acreage shall be limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence using reliable technology exists that establishes reasonable certainty of economic producibility at greater distances.

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(ii) Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances, justify a longer time.

(iii) Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir (as defined in Rule 4-10(a)(2) of Regulation S-X), or by other evidence using reliable technology establishing reasonable certainty.

“ Psi ” refers to pounds per square inch.

“ PV-10 ” refers to, when used with respect to natural gas and oil reserves, the estimated future gross revenue to be generated from the production of proved reserves, net of estimated production, future development and abandonment costs, using sales prices used in estimating proved oil and gas reserves and costs in effect at the determination date, before income taxes, and without giving effect to non-property-related expenses, discounted to a present value using an annual discount rate of 10% in accordance with the guidelines of the SEC.

“ Reservoir ” refers to a porous and permeable underground formation containing a natural accumulation of producible oil and/or natural gas that is confined by impermeable rock or water barriers and is separate from other reservoirs.

“ Spacing ” refers to the distance between wells producing from the same reservoir. Spacing is often expressed in terms of acres, e.g., 40-acre spacing, and is often established by regulatory agencies.

“ Standardized measure ” refers to discounted future net cash flows estimated by applying sales prices used in estimating proved oil and gas reserves to the estimated future production of year-end proved reserves. Future cash inflows are reduced by estimated future production and development costs based on period-end costs to determine pre-tax cash inflows. Future income taxes, if applicable, are computed by applying the statutory tax rate to the excess of pre-tax cash inflows over our tax basis in the natural gas and oil properties. Future net cash inflows after income taxes are discounted using a 10% annual discount rate.

“ Undeveloped acreage ” refers to lease acreage on which wells have not been drilled or completed to a point that would permit the production of commercial quantities of natural gas and oil regardless of whether such acreage contains proved reserves.

“ Unit ” refers to the joining of all or substantially all interests in a reservoir or field, rather than a single tract, to provide for development and operation without regard to separate property interests. Also, the area covered by a unitization agreement.

“ Wellbore ” refers to the hole drilled by the bit that is equipped for oil or natural gas production on a completed well. Also called well or borehole.

“ Working interest ” refers to a company’s equity interest in a project before reduction for royalties or production share owed to others under the applicable fiscal terms.

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Shares

LOGO

Eclipse Resources Corporation

Common Stock

PROSPECTUS

, 2014

Citigroup

Goldman, Sachs & Co.

Morgan Stanley

Barclays

BMO Capital Markets

Deutsche Bank Securities

KeyBanc Capital Markets

RBC Capital Markets

Jefferies

Wells Fargo Securities

Capital One Securities

Johnson Rice & Company L.L.C.

Scotiabank/Howard Weil

Simmons & Company International

Until , 2014, all dealers that buy, sell or trade our common stock, whether or not participating in this offering, may be required to deliver a prospectus. This requirement is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution

The following table sets forth an itemized statement of the amounts of all expenses (excluding underwriting discounts and commissions) payable by us in connection with the registration of the common stock offered hereby. With the exception of the registration fee, FINRA filing fee and NYSE listing fee, the amounts set forth below are estimates.


SEC registration fee	$	12,880
FINRA filing fee		15,500
NYSE listing fee		*
Accountants’ fees and expenses		*
Legal fees and expenses		*
Printing and engraving expenses		*
Transfer agent and registrar fees		*
Miscellaneous		*
Total	$	*

To be filed by amendment

Item 14. Indemnification of Directors and Officers

Our amended and restated certificate of incorporation will provide that a director will not be liable to the corporation or its stockholders for monetary damages to the fullest extent permitted by the DGCL. In addition, if the DGCL is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided for in our amended and restated certificate of incorporation, will be limited to the fullest extent permitted by the amended DGCL. Our amended and restated bylaws will provide that the corporation will indemnify, and advance expenses to, any officer or director to the fullest extent authorized by the DGCL.

Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement in connection with specified actions, suits and proceedings whether civil, criminal, administrative, or investigative, other than a derivative action by or in the right of the corporation, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard is applicable in the case of derivative actions, except that indemnification extends only to expenses, including attorneys’ fees, incurred in connection with the defense or settlement of such action and the statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement or otherwise.

Our amended and restated certificate of incorporation and our amended and restated bylaws will also contain indemnification rights for our directors and our officers. Specifically, our amended and restated certificate of incorporation and our amended and restated bylaws will provide that we shall indemnify our officers and directors to the fullest extent authorized by the DGCL. Further, we may maintain insurance on behalf of our officers and directors against expense, liability or loss asserted incurred by them in their capacities as officers and directors.

We have obtained directors’ and officers’ insurance to cover our directors, officers and some of our employees for certain liabilities.

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We will enter into indemnification agreements with each of our current and future directors and officers. These agreements will require us to indemnify these individuals to the fullest extent permitted under Delaware law against liability that may arise by reason of their service to us, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.

In addition, the underwriting agreement entered into in connection with this offering will provide that the underwriters and selling stockholders will indemnify us and our executive officers and directors for certain liabilities related to this offering, including liabilities arising under the Securities Act.

We will enter into written indemnification agreements with our directors and executive officers. Under these proposed agreements, if an officer or director makes a claim of indemnification to us, either a majority of the independent directors or independent legal counsel selected by the independent directors must review the relevant facts and make a determination whether the officer or director has met the standards of conduct under Delaware law that would permit (under Delaware law) and require (under the indemnification agreement) us to indemnify the officer or director.

The underwriting agreement provides for indemnification by the underwriters of us and our officers and directors, and by us of the underwriters, for certain liabilities arising under the Securities Act or otherwise in connection with this offering.

Item 15. Recent Sales of Unregistered Securities

None.

Item 16. Exhibits and Financial Statement Schedules

(a) See the Exhibit Index immediately following the signature page hereto, which is incorporated by reference as if fully set forth herein.

Item 17. Undertakings

The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

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(2)

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of State College, Commonwealth of Pennsylvania, on May 30, 2014.


ECLIPSE RESOURCES CORPORATION

By:		/s/ Benjamin W. Hulburt
Name: Benjamin W. Hulburt
Title:		Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and the dates indicated.


Signature	Title	Date

/s/ Benjamin W. Hulburt Benjamin W. Hulburt	Chairman, President and Chief Executive Officer (Principal Executive Officer)	May 30, 2014

* Matthew R. DeNezza	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	May 30, 2014

* Roy Steward	Vice President and Chief Accounting Officer (Principal Accounting Officer)	May 30, 2014

* Christopher K. Hulburt	Director, Executive Vice President, Secretary and General Counsel	May 30, 2014

* D. Martin Phillips	Director	May 30, 2014

* Robert L. Zorich	Director	May 30, 2014

* Douglas E. Swanson, Jr.	Director	May 30, 2014

* Mark E. Burroughs, Jr.	Director	May 30, 2014


*By:		/s/ Benjamin W. Hulburt
		Benjamin W. Hulburt
		Attorney-in-Fact

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EXHIBIT INDEX


Exhibit No.		Description

	*1.1	Form of Underwriting Agreement

	3.1	Form of Amended and Restated Certificate of Incorporation of Eclipse Resources Corporation

	3.2	Form of Amended and Restated Bylaws of Eclipse Resources Corporation

	4.1	Form of Common Stock Certificate

	5.1	Form of Opinion of Fulbright & Jaworski LLP as to the legality of the securities being registered

	**10.1	Indenture, dated as of June 26, 2013, by and among Eclipse Resources I, LP and each of the subsidiary guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, relating to the 12.0% Senior Unsecured PIK Notes due 2018 (including form of Note)

	**10.2	First Supplemental Indenture, dated as of June 26, 2013, by and among Eclipse Resources-Ohio, LLC, Eclipse Resources I, LP and Deutsche Bank Trust Company Americas, as trustee, relating to the 12.0% Senior Unsecured PIK Notes due 2018

	**10.3	Second Supplemental Indenture, dated as of November 1, 2013, by and among Buckeye Minerals & Royalties, LLC, Eclipse Resources I, LP and Deutsche Bank Trust Company Americas, as trustee, relating to the 12.0% Senior Unsecured PIK Notes due 2018

	**10.4	Credit Agreement, dated as of February 18, 2014, by and among Eclipse Resources I, LP, Bank of Montreal, as administrative agent, and each of the lenders party thereto

	**10.5	First Amendment to Credit Agreement, dated as of April 10, 2014, by and among Eclipse Resources I, LP, Bank of Montreal, as administrative agent, KeyBank National Association, as syndication agent, and each of the lenders party thereto

	**10.6	Second Amendment to Credit Agreement, dated as of April 24, 2014, among Eclipse Resources I, LP, Bank of Montreal, as administrative agent, KeyBank National Association, as syndication agent, and each of the lenders party thereto

	10.7	Form of Registration Rights Agreement

	10.8	Form of Stockholders Agreement

	10.9	Form of Master Reorganization Agreement

	10.10†	Form of Indemnification Agreement

	10.11†	Form of Eclipse Resources Corporation 2014 Long-Term Incentive Plan

	**10.12†	Form of Class C Units Grant Agreement

	10.13	Form of Agreement of Limited Partnership of Eclipse Holdings, L.P.

	10.14	Form of Limited Partnership Agreement of Eclipse Management, L.P.

	**21.1	List of Subsidiaries of Eclipse Resources Corporation

	23.1	Consent of Grant Thornton (Eclipse Resources Corporation)

	23.2	Consent of Grant Thornton (Eclipse Resources I, LP)

	23.3	Consent of Grant Thornton (Eclipse Resources-Ohio, LLC)

	23.4	Consent of Grant Thornton (Eclipse Resources Operating, LLC)

II-5


Exhibit No.		Description

**23.5		Consent of Netherland, Sewell & Associates, Inc.

23.6		Consent of Fulbright & Jaworski LLP (included as part of Exhibit 5.1 hereto)

**24.1		Power of Attorney (included on the signature page of this Registration Statement)

**99.1		Netherland, Sewell & Associates, Inc., Summary of Reserves at March 31, 2014 (Eclipse Resources I, LP)

**99.2		Netherland, Sewell & Associates, Inc., Summary of Reserves at December 31, 2013 (Eclipse Resources I, LP)

**99.3		Netherland, Sewell & Associates, Inc., Summary of Reserves at December 31, 2012 (Eclipse Resources I, LP)

**99.4		Netherland, Sewell & Associates, Inc., Summary of Reserves at December 31, 2012 (The Oxford Oil Company)

**99.5		Netherland, Sewell & Associates, Inc., Summary of Reserves at June 30, 2013 (Eclipse Resources I, LP)

**99.6		Consent of Randall M. Albert, as Director Nominee

**99.7		Consent of Richard D. Paterson, as Director Nominee

**99.8		Consent of Joseph C. Winkler, III, as Director Nominee

To be filed by amendment.

Previously filed.

†

Management contract or compensatory plan or arrangement.

II-6

Exhibit 3.1

FORM OF

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

ECLIPSE RESOURCES CORPORATION

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:

1. The original Certificate of Incorporation of the Corporation (the “ Original Certificate of Incorporation ”) was filed with the Secretary of State of the State of Delaware on February 13, 2014.

2. This Amended and Restated Certificate of Incorporation (this “ Amended and Restated Certificate of Incorporation ”), which restates and amends the Original Certificate of Incorporation, has been declared advisable by the Board of Directors of the Corporation (the “ Board ”), duly adopted by the stockholders of the Corporation and duly executed and acknowledged by the officers of the Corporation in accordance with Sections 103, 228, 242 and 245 of the DGCL.

3. The Original Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:

FIRST: The name of the Corporation is Eclipse Resources Corporation.

SECOND: The address of its registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801 in New Castle County, Delaware. The name of its registered agent at such address is The Corporation Trust Company.

THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the DGCL as it currently exists or may hereafter be amended.

FOURTH: The total number of shares of stock that the Corporation shall have authority to issue is 1,050,000,000 shares of stock, classified as (i) 50,000,000 shares of preferred stock, par value $0.01 per share (“ Preferred Stock ”), and (ii) 1,000,000,000 shares of common stock, par value $0.01 per share (“ Common Stock ”).

The designations and the powers, preferences, rights, qualifications, limitations and restrictions of Preferred Stock and Common Stock are as follows:

Provisions Relating to Preferred Stock .

(a) Preferred Stock may be issued from time to time in one or more classes or series, the shares of each class or series to have such designations and powers, preferences and rights, and qualifications, limitations and restrictions thereof, as are stated and expressed herein and in the resolution or resolutions providing for the issue of such class or series adopted by the Board as hereafter prescribed (a “ Preferred Stock Designation ”).

(b) Authority is hereby expressly granted to and vested in the Board to authorize the issuance, without stockholder approval, of Preferred Stock from time to time in one or more classes or series, and with respect to each class or series of Preferred Stock, to fix and state by the resolution or resolutions from time to time adopted by the Board providing for the issuance thereof the designation and the powers, preferences, rights, qualifications, limitations and restrictions relating to each class or series of Preferred Stock, including, but not limited to, the following:

(i) whether or not the class or series is to have voting rights, full, special or limited, or is to be without voting rights, and whether or not such class or series is to be entitled to vote as a separate class either alone or together with the holders of one or more other classes or series of stock;

(ii) the number of shares to constitute the class or series and the designations thereof;

(iii) the preferences, and relative, participating, optional or other special rights, if any, and the qualifications, limitations or restrictions thereof, if any, with respect to any class or series;

(iv) whether or not the shares of any class or series shall be redeemable at the option of the Corporation or the holders thereof or upon the happening of any specified event, and, if redeemable, the redemption price or prices (which may be payable in the form of cash, notes, securities or other property), and the time or times at which, and the terms and conditions upon which, such shares shall be redeemable and the manner of redemption;

(v) whether or not the shares of a class or series shall be subject to the operation of retirement or sinking funds to be applied to the purchase or redemption of such shares for retirement, and, if such retirement or sinking fund or funds are to be established, the annual amount thereof, and the terms and provisions relative to the operation thereof;

(vi) the dividend rate, whether dividends are payable in cash, securities of the Corporation or other property, the conditions upon which and the times when such dividends are payable, the preference to or the relation to the payment of dividends payable on any other class or classes or series of stock, whether or not such dividends shall be cumulative or noncumulative, and if cumulative, the date or dates from which such dividends shall accumulate;

(vii) the preferences, if any, and the amounts thereof which the holders of any class or series thereof shall be entitled to receive upon the voluntary or involuntary liquidation, dissolution or winding up of, or upon any distribution of the assets of, the Corporation;

(viii) whether or not the shares of any class or series, at the option of the Corporation or the holder thereof or upon the happening of any specified event, shall be convertible into or exchangeable for securities or other property of the Corporation and

the conversion price or prices or ratio or ratios or the rate or rates at which such exchange may be made, with such adjustments, if any, as shall be stated and expressed or provided for in such resolution or resolutions;

(ix) whether or not the holders of shares of any class or series shall have any preemptive rights, and the extent of any such rights; and

(x) such other powers, preferences, rights, qualifications, limitations and restrictions with respect to any class or series as may to the Board seem advisable.

(c) The shares of each class or series of Preferred Stock may vary from the shares of any other class or series thereof in any or all of the foregoing respects.

Provisions Relating to Common Stock .

(a) Each share of Common Stock shall have identical rights and privileges in every respect. Common Stock shall be subject to the express terms of Preferred Stock and any class or series thereof. Except as may otherwise be provided in this Amended and Restated Certificate of Incorporation, in a Preferred Stock Designation or by applicable law, the holders of shares of Common Stock shall be entitled to one vote for each such share upon all questions presented to the stockholders, the holders of shares of Common Stock shall have the exclusive right to vote for the election of directors and for all other purposes, and the holders of Preferred Stock shall not be entitled to vote at or receive notice of any meeting of stockholders. Each holder of Common Stock shall be entitled to notice of any stockholders meeting in accordance with the bylaws of the Corporation (as in effect at the time in question) and applicable law at which any matter is to be put to a vote of the holders of Common Stock.

(b) Notwithstanding the foregoing, except as otherwise required by applicable law, holders of Common Stock, as such, shall not be entitled to vote on any amendment to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any class or series of Preferred Stock) that relates solely to the terms of one or more outstanding classes or series of Preferred Stock if the holders of such affected class or series are entitled, either separately or together with the holders of one or more other classes or series, to vote thereon pursuant to this Amended and Restated Certificate of Incorporation (including any certificate of designations relating to any class or series of Preferred Stock) or pursuant to the DGCL.

(c) Subject to the prior rights and preferences, if any, applicable to shares of Preferred Stock or any class or series thereof, the holders of shares of Common Stock shall be entitled to receive ratably in proportion to the number of shares of Common Stock held by them such dividends and distributions (payable in cash, securities or otherwise), if any, as may be declared thereon by the Board at any time and from time to time out of any funds of the Corporation legally available therefor.

(d) In the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Corporation, after distribution in full of the preferential amounts, if any, to be distributed to the holders of shares of Preferred Stock or any class or series thereof, the holders of shares of Common Stock shall be entitled to receive all of the remaining assets of the Corporation available for distribution to its stockholders, ratably in proportion to the number of shares of Common Stock held by them. A liquidation, dissolution or winding-up of the Corporation, as such terms are used in this paragraph (d), shall not be deemed to be occasioned by or to include any consolidation or merger of the Corporation with or into any other corporation or corporations or other entity or a sale, lease, exchange or conveyance of all or a part of the assets of the Corporation.

(e) The number of authorized shares of Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the outstanding shares of stock of the Corporation entitled to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto), and no vote of the holders of either Common Stock or Preferred Stock voting separately as a class shall be required therefor.

FIFTH: The business and affairs of the Corporation shall be managed by or under the direction of the Board. The directors, other than those who may be elected by the holders of any series of Preferred Stock specified in the related Preferred Stock Designation, shall be divided, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as is reasonably possible, with the initial term of office of the first class to expire at the 2015 annual meeting (the “ Class I Directors ”), the initial term of office of the second class to expire at the 2016 annual meeting (the “ Class II Directors ”), and the initial term of office of the third class to expire at the 2017 annual meeting (the “ Class III Directors ”), with each director to hold office until his or her successor shall have been duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. At each annual meeting of stockholders, directors elected to succeed those directors whose terms then expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election, with each director to hold office until his or her successor shall have been duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. The Board is authorized to assign members of the Board already in office to Class I, Class II or Class III at the time such classification becomes effective. Subject to applicable law, the rights of the holders of any class or series of Preferred Stock and the then-applicable terms of the Stockholders Agreement, among the Corporation and certain of its stockholders, dated as of , 2014 (the “ Stockholders Agreement ”), any newly created directorship that results from an increase in the number of directors or any vacancy on the Board that results from the death, resignation, disqualification or removal of any director or from any other cause shall be filled solely by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director and shall not be filled by the stockholders. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall hold office for the remaining term of his or her predecessor. No decrease in the number of authorized directors constituting the Board shall shorten the term of any incumbent director.

Until the first date on which Eclipse Holdings, L.P., a Delaware limited partnership, CKH Partners II, L.P., a Pennsylvania limited partnership, The Hulburt Family II Limited Partnership, a Pennsylvania limited partnership, Kirkwood Capital, L.P., a Pennsylvania limited partnership, EnCap Energy Capital Fund VIII, L.P., a Texas limited partnership, EnCap Energy Capital Fund VIII Co-Investors, L.P., a Texas limited partnership, EnCap Energy Capital Fund IX, L.P., a Texas limited partnership, and Eclipse Management, L.P., a Delaware limited partnership, and their respective Affiliates (as such term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended) (each, a “ Sponsor ” and together, the “ Sponsor Group ”) no longer collectively beneficially own more than 50% of the outstanding shares of Common Stock (the “ Trigger Date ”), subject to the rights of the holders of shares of any class or series of Preferred Stock, if any, to elect additional directors pursuant to this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation thereunder) and the then-applicable terms of the Stockholders’ Agreement, any director may be removed at any time, either for or without cause, upon the affirmative vote of the holders of more than 50% in voting power of the outstanding shares of stock of the Corporation entitled to vote generally for the election of directors, acting at a meeting of the stockholders or by written consent (if permitted) in accordance with the DGCL,

this Amended and Restated Certificate of Incorporation and the bylaws of the Corporation. For purposes of this Amended and Restated Certificate of Incorporation, beneficial ownership of shares shall be determined in accordance with Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended. On and after the Trigger Date, subject to the rights of the holders of shares of any class or series of Preferred Stock, if any, to elect additional directors pursuant to this Amended and Restated Certificate of Incorporation (including any Preferred Stock Designation thereunder) and the then-applicable terms of the Stockholders’ Agreement, any director may be removed only for cause, upon the affirmative vote of the holders of at least 66 ² / ₃ % in voting power of the outstanding shares of stock of the Corporation entitled to vote generally for the election of directors, acting at a meeting of the stockholders or by written consent (if permitted) in accordance with the DGCL, this Amended and Restated Certificate of Incorporation and the bylaws of the Corporation.

Subject to the rights of the holders of any class or series of Preferred Stock to elect directors under specified circumstances, if any, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Board. Unless and except to the extent that the bylaws of the Corporation so provide, the election of directors need not be by written ballot.

SIXTH: Prior to the Trigger Date, any action required or permitted to be taken at any annual meeting or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in writing, setting forth the action so taken, is or are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. On and after the Trigger Date, subject to the rights of holders of any class or series of Preferred Stock with respect to such class or series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be taken at a duly held annual or special meeting of stockholders and may not be taken by any consent in writing of such stockholders unless the taking of such action by consent in writing has been previously approved by the Board.

SEVENTH: Special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, the Chief Executive Officer or the Board pursuant to a resolution adopted by a majority of the total number of directors that the Corporation would have if there were no vacancies; provided , however , that prior to the Trigger Date, special meetings of the stockholders of the Corporation may also be called by the Secretary of the Corporation at the request of the holders of record of a majority of the outstanding shares of Common Stock. On and after the Trigger Date, subject to the rights of holders of any class or series of Preferred Stock, the stockholders of the Corporation do not have the power to call a special meeting of stockholders of the Corporation.

EIGHTH: In furtherance of, and not in limitation of, the powers conferred by the laws of the State of Delaware, the Board is expressly authorized to adopt, alter, amend or repeal the bylaws of the Corporation without any action on the part of the stockholders of the Corporation; provided that any bylaw adopted, altered or amended by the Board, and any powers thereby conferred, may be amended, altered or repealed by the stockholders of the Corporation. The provisions of this Article Eighth notwithstanding, the bylaws of the Corporation shall not be adopted, altered, amended or repealed by the stockholders of the Corporation (i) prior to the Trigger Date, except by the vote of holders of more than 50% in voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class, or (ii) on and after the Trigger Date, except by the vote of holders of not less than 66 ² ⁄ ₃ % in voting power of the then-outstanding shares of stock entitled to vote thereon, voting together as a single class. No bylaws hereafter adopted, nor any repeal of or amendment or alteration thereto, shall invalidate any prior act of the Board that was valid at the time it was taken.

NINTH: No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as it now exists. In addition to the circumstances in which a director of the Corporation is not personally liable as set forth in the preceding sentence, a director of the Corporation shall not be liable to the fullest extent permitted by any amendment to the DGCL hereafter enacted that further limits the liability of a director.

Any amendment, repeal or modification of this Article Ninth shall be prospective only and shall not affect any limitation on liability of a director for acts or omissions occurring prior to the date of such amendment, repeal or modification.

TENTH: To the fullest extent permitted by applicable law, the Corporation, on behalf of itself and its subsidiaries, renounces any interest or expectancy of the Corporation and its subsidiaries in, or in being offered an opportunity to participate in, any business opportunities that are from time to time presented to any of the Sponsors (or any agents, stockholders, members, partners, directors, officers or employees of the Sponsors) or any of their respective affiliates or any of their respective agents, stockholders, members, partners, directors, officers, employees, affiliates or subsidiaries (other than the Corporation and its subsidiaries) (each, a “ Specified Person ”), including any director or officer of the Corporation who is also a Specified Person, even if the business opportunity is one that the Corporation or its subsidiaries might reasonably be deemed to have pursued or had the ability or desire to pursue if granted the opportunity to do so, and no such person shall have any duty to communicate or offer any such business opportunity to the Corporation or be liable to the Corporation or any of its subsidiaries or any stockholder, including for breach of any fiduciary or other duty, as a director or officer or controlling stockholder or otherwise, and the Corporation shall indemnify each such person against any claim that such person is liable to the Corporation or its stockholders for breach of any fiduciary duty, by reason of the fact that such person (i) participates in, pursues or acquires any such business opportunity, (ii) directs any such business opportunity to another person or (iii) fails to present any such business opportunity, or information regarding any such business opportunity, to the Corporation or its subsidiaries, unless, in the case of a Specified Person who is a director or officer of the Corporation, such business opportunity is expressly offered to such director or officer in writing solely in his or her capacity as a director or officer of the Corporation.

Neither the amendment nor repeal of this Article Tenth , nor the adoption of any provision of this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation, nor, to the fullest extent permitted by Delaware law, any modification of law, shall eliminate, reduce or otherwise adversely affect any right or protection of any person granted pursuant hereto existing at, or arising out of or related to any event, act or omission that occurred prior to, the time of such amendment, repeal, adoption or modification (regardless of when any proceeding (or part thereof) relating to such event, act or omission arises or is first threatened, commenced or completed).

If any provision or provisions of this Article Tenth shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever, (a) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Article Tenth (including, without limitation, each portion of any paragraph of this Article Tenth containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (b) to the fullest extent possible, the provisions of this Article Tenth (including, without limitation, each such portion of any paragraph of this Article Tenth containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service to or for the benefit of the Corporation to the fullest extent permitted by applicable law.

This Article Tenth shall not limit any protections or defenses available to, or indemnification or advancement rights of, any director or officer of the Corporation under this Amended and Restated Certificate of Incorporation, the bylaws of the Corporation or applicable law. Any person or entity purchasing or otherwise acquiring any interest in any securities of the Corporation shall be deemed to have notice of and consented to the provisions of this Amended and Restated Certificate of Incorporation, including this Article Tenth .

ELEVENTH: The Corporation shall not be governed by or subject to the provisions of Section 203 of the DGCL as now in effect or hereafter amended, or any successor statute thereto, as permitted under and pursuant to subsection (b)(3) thereof.

TWELFTH: The Corporation shall have the right, subject to any express provisions or restrictions contained in this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation, from time to time, to amend, alter or repeal any provision of this Amended and Restated Certificate of Incorporation in any manner now or hereafter provided by applicable law, and all rights and powers of any kind conferred upon a director or stockholder of the Corporation by this Amended and Restated Certificate of Incorporation or any amendment hereof are subject to such right of the Corporation.

THIRTEENTH: Notwithstanding any other provision of this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation (and in addition to any other vote that may be required by applicable law, this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation), prior to the Trigger Date, the affirmative vote of the holders of a majority in voting power of the outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to amend, alter or repeal any provision of this Amended and Restated Certificate of Incorporation. Notwithstanding any other provision of this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation (and in addition to any other vote that may be required by applicable law, this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation), on and after the Trigger Date, the affirmative vote of the holders of at least 66 ² ⁄ ₃ % in voting power of the outstanding shares of stock of the Corporation entitled to vote thereon, voting together as a single class, shall be required to amend, alter or repeal any provision of this Amended and Restated Certificate of Incorporation.

FOURTEENTH: Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, this Amended and Restated Certificate of Incorporation or the bylaws of the Corporation, or (iv) any action asserting a claim governed by the internal affairs doctrine, in each such case subject to the Court of Chancery of the State of Delaware having personal jurisdiction over the indispensable parties named as defendants therein. Any person or entity purchasing or otherwise acquiring any interest in any securities of the Corporation shall be deemed to have notice of and consented to the provisions of this Amended and Restated Certificate of Incorporation, including this Article Fourteenth .

(Signature page follows.)

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Incorporation as of this day of , 2014.


ECLIPSE RESOURCES CORPORATION

By:
Name:
Title:

[Amended and Restated Certificate of Incorporation – Eclipse Resources Corporation]

Exhibit 3.2

FORM OF

AMENDED AND RESTATED BYLAWS

ECLIPSE RESOURCES CORPORATION

Incorporated under the Laws of the State of Delaware

TABLE OF CONTENTS


		Page

ARTICLE I OFFICES AND RECORDS			1

Section 1.1.	Registered Office		1

Section 1.2.	Other Offices		1

Section 1.3.	Books and Records		1

ARTICLE II STOCKHOLDERS			1

Section 2.1.	Annual Meeting		1

Section 2.2.	Special Meeting		1

Section 2.3.	Record Date		2

Section 2.4.	Stockholder List		2

Section 2.5.	Place of Meeting		3

Section 2.6.	Notice of Meeting		3

Section 2.7.	Quorum and Adjournment of Meetings		4

Section 2.8.	Proxies		4

Section 2.9.	Notice of Stockholder Business and Nominations		4

Section 2.10.	Conduct of Business		9

Section 2.11.	Required Vote		9

Section 2.12.	Treasury Stock		10

Section 2.13.	Inspectors of Elections; Opening and Closing the Polls		10

Section 2.14.	Stockholder Action by Written Consent		10

ARTICLE III BOARD OF DIRECTORS			10

Section 3.1.	General Powers		10

Section 3.2.	Number, Tenure and Qualifications		10

Section 3.3.	Regular Meetings		11

Section 3.4.	Special Meetings		11

Section 3.5.	Notice		11

Section 3.6.	Action by Consent of Board		11

Section 3.7.	Conference Telephone Meetings		11

Section 3.8.	Quorum		11

Section 3.9.	Vacancies		12

Section 3.10.	Removal		12

Section 3.11.	Records		12

Section 3.12.	Compensation		12

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TABLE OF CONTENTS

(continued)


		Page

Section 3.13.	Regulations		12

ARTICLE IV COMMITTEES			12

Section 4.1.	Designation; Powers		12

Section 4.2.	Procedure; Meetings; Quorum		13

Section 4.3.	Substitution of Members		13

ARTICLE V OFFICERS			13

Section 5.1.	Officers		13

Section 5.2.	Election and Term of Office		13

Section 5.3.	Chairman of the Board		14

Section 5.4.	Chief Executive Officer		14

Section 5.5.	President		14

Section 5.6.	Treasurer		14

Section 5.7.	Secretary		14

Section 5.8.	Vacancies		14

Section 5.9.	Action with Respect to Securities of Other Corporations		14

ARTICLE VI STOCK CERTIFICATES AND TRANSFERS			15

Section 6.1.	Stock Certificates and Transfers		15

Section 6.2.	Lost, Stolen or Destroyed Certificates		15

Section 6.3.	Ownership of Shares		15

Section 6.4.	Regulations Regarding Certificates		15

ARTICLE VII MISCELLANEOUS PROVISIONS			16

Section 7.1.	Fiscal Year		16

Section 7.2.	Checks, Notes, Drafts, Etc.		16

Section 7.3.	Dividends		16

Section 7.4.	Seal		16

Section 7.5.	Waiver of Notice		16

Section 7.6.	Resignations		16

Section 7.7.	Indemnification and Advancement of Expenses		16

Section 7.8.	Notices		18

Section 7.9.	Facsimile Signatures		18

Section 7.10.	Time Periods		18

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TABLE OF CONTENTS

(continued)


		Page

Section 7.11.	Conflict with Applicable Law or the Certificate of Incorporation		19

Section 7.12.	Reliance Upon Books, Reports and Records		19

ARTICLE VIII AMENDMENTS			19

Section 8.1.	Amendments		19

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ARTICLE I

OFFICES AND RECORDS

SECTION 1.1. Registered Office . The registered office of Eclipse Resources Corporation (the “ Corporation ”) in the State of Delaware shall be located at The Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801, and the name of the Corporation’s registered agent at such address is The Corporation Trust Company. The registered office and registered agent of the Corporation may be changed from time to time by the board of directors of the Corporation (the “ Board ”) in the manner provided by applicable law.

SECTION 1.2. Other Offices . The Corporation may have such other offices, either within or without the State of Delaware, as the Board may designate or as the business of the Corporation may from time to time require.

SECTION 1.3. Books and Records . The books and records of the Corporation may be kept outside the State of Delaware at such place or places as may from time to time be designated by the Board. Any records maintained by the Corporation in the regular course of its business may be maintained on any information storage device or method; provided that the records so kept can be converted into clearly legible paper form within a reasonable time.

ARTICLE II

STOCKHOLDERS

SECTION 2.1. Annual Meeting . If required by applicable law, an annual meeting of the stockholders of the Corporation shall be held at such date, time and place, if any, either within or without the State of Delaware, as may be fixed by resolution of the Board. Any other proper business may be transacted at the annual meeting. The Board may postpone, reschedule or cancel any annual meeting of stockholders previously scheduled by the Board.

SECTION 2.2. Special Meeting . Special meetings of stockholders of the Corporation may be called only by the Chairman of the Board, Chief Executive Officer or the Board pursuant to a resolution adopted by a majority of the total number of directors that the Corporation would have if there were no vacancies; provided , however , that prior to the first date on which Eclipse Holdings, L.P., a Delaware limited partnership, CKH Partners II, L.P., a Pennsylvania limited partnership, The Hulburt Family II Limited Partnership, a Pennsylvania limited partnership, Kirkwood Capital, L.P., a Pennsylvania limited partnership, EnCap Energy Capital Fund VIII, L.P., a Texas limited partnership, EnCap Energy Capital Fund VIII Co-Investors, L.P., a Texas limited partnership, EnCap Energy Capital Fund IX, L.P., a Texas limited partnership, and Eclipse Management, L.P., a Delaware limited partnership, and their respective Affiliates (as such term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) (each, a “ Sponsor ” and together, the “ Sponsor Group ”) no longer collectively beneficially own more than 50% of the outstanding shares of Common Stock (the “ Trigger Date ”), special meetings of the stockholders of the Corporation may also be called by the Secretary of the Corporation at the request of the holders of record of a majority of the outstanding shares of Common Stock. For purposes of these Bylaws, beneficial ownership of shares shall be determined in accordance with Rule 13d-3 promulgated under the Exchange Act. On and after the Trigger Date, subject to the rights of holders of any class or series of Preferred Stock, the stockholders of the Corporation do not have the power to call a special meeting of stockholders of the Corporation. The Board may postpone, reschedule or cancel any special meeting of the stockholders previously scheduled by the Board.

SECTION 2.3. Record Date .

(A) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall, unless otherwise required by applicable law, not be more than 60 nor less than ten days before the date of such meeting. If the Board so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however , that the Board may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

(B) In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board adopts the resolution relating thereto.

(C) Unless otherwise restricted by the Amended and Restated Certificate of Incorporation of the Corporation, as it may be amended from time to time (the “ Certificate of Incorporation ”), in order that the Corporation may determine the stockholders entitled to express consent to corporate action in writing without a meeting, the Board may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board, and which record date shall not be more than ten days after the date upon which the resolution fixing the record date is adopted by the Board. If no record date for determining stockholders entitled to express consent to corporate action in writing without a meeting is fixed by the Board, (i) when no prior action of the Board is required by applicable law, the record date for such purpose shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the Corporation in accordance with applicable law, and (ii) if prior action by the Board is required by applicable law, the record date for such purpose shall be at the close of business on the day on which the Board adopts the resolution taking such prior action.

SECTION 2.4. Stockholder List . The officer who has charge of the stock ledger shall prepare and make, at least ten days before every meeting of stockholders, a complete list of stockholders entitled to vote at any meeting of stockholders ( provided, however , if the record date for determining the stockholders entitled to vote is less than ten days before the date of the meeting, the list shall reflect the stockholders entitled to vote as of the 10 ^th day before the meeting date), arranged in alphabetical order for each class of stock and showing the address of each such stockholder and the number of shares registered in the name of such stockholder. Such list shall be open to the examination of any stockholder, for any

purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either on a reasonably accessible electronic network (provided that the information required to gain access to the list is provided with the notice of the meeting) or during ordinary business hours at the principal place of business of the Corporation. The stock list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. Except as otherwise provided by applicable law, the stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of the stockholders.

SECTION 2.5. Place of Meeting . The Board, the Chairman of the Board or the Chief Executive Officer, as the case may be, may designate the place of meeting for any annual meeting or for any special meeting of the stockholders. If no designation is so made, the place of meeting shall be the principal executive offices of the Corporation. The Board, acting in its sole discretion, may establish guidelines and procedures in accordance with applicable provisions of the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code (the “ DGCL ”) and any other applicable law for the participation by stockholders and proxyholders in a meeting of stockholders by means of remote communications, and may determine that any meeting of stockholders will not be held at any place but will be held solely by means of remote communication. Stockholders and proxyholders complying with such procedures and guidelines and otherwise entitled to vote at a meeting of stockholders shall be deemed present in person and entitled to vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication.

SECTION 2.6. Notice of Meeting . Written or printed notice, stating the place, if any, day and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten days nor more than 60 days before the date of the meeting (unless a different time is specified by applicable law), in a manner pursuant to Section 7.8 hereof, to each stockholder of record entitled to vote at such meeting. The notice shall specify (i) the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting), (ii) the place, if any, date and time of such meeting, (iii) the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, (iv) in the case of a special meeting, the purpose or purposes for which such meeting is called and (v) such other information as may be required by applicable law or as may be deemed appropriate by the Board, the Chairman of the Board or the Chief Executive Officer or the Secretary of the Corporation. If the stockholder list referred to in Section 2.4 of these Bylaws is made accessible on an electronic network, the notice of meeting must indicate how the stockholder list can be accessed. If the meeting of stockholders is to be held solely by means of electronic communications, the notice of meeting must provide the information required to access such stockholder list during the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage thereon prepaid, addressed to the stockholder at such stockholder’s address as it appears on the stock transfer books of the Corporation. The Corporation may provide stockholders with notice of a meeting by electronic transmission provided such stockholders have consented to receiving electronic notice in accordance with the DGCL. Such further notice shall be given as may be required by applicable law. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the notice of meeting. Meetings may be held without notice if all stockholders entitled to vote are present, or if notice is waived by those not present in accordance with Section 7.5 of these Bylaws.

SECTION 2.7. Quorum and Adjournment of Meetings .

(A) Except as otherwise provided by applicable law or by the Certificate of Incorporation, the holders of a majority in voting power of the outstanding shares of stock of the Corporation entitled to vote at the meeting (the “ Voting Stock ”), represented in person or by proxy, shall constitute a quorum at a meeting of stockholders, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of a majority in voting power of the shares of such class or series shall constitute a quorum of such class or series for the transaction of such business. The chairman of the meeting or a majority in voting power of the shares so represented may adjourn the meeting from time to time, whether or not there is such a quorum. The stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum.

(B) Any meeting of stockholders, annual or special, may adjourn from time to time to reconvene at the same or some other place, if any, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken; provided, however , that if the adjournment is for more than thirty (30) days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.

SECTION 2.8. Proxies . At all meetings of stockholders, a stockholder may vote by proxy executed in writing (or in such other manner prescribed by the DGCL) by the stockholder or by such stockholder’s duly authorized attorney-in-fact. Any copy, facsimile transmission or other reliable reproduction of the writing or transmission created pursuant to this section may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile transmission or other reproduction shall be a complete reproduction of the entire original writing or transmission. No proxy may be voted or acted upon after the expiration of three years from the date of such proxy, unless such proxy provides for a longer period. Every proxy is revocable at the pleasure of the stockholder executing it unless the proxy states that it is irrevocable and applicable law makes it irrevocable. A stockholder may revoke any proxy that is not irrevocable by attending the meeting and voting in person or by filing an instrument in writing revoking the proxy or by filing another duly executed proxy bearing a later date with the Secretary of the Corporation.

SECTION 2.9. Notice of Stockholder Business and Nominations .

(A) Annual Meetings of Stockholders .

(1) Nominations of persons for election to the Board and the proposal of other business to be considered by the stockholders at an annual meeting of stockholders may be made only (a) pursuant to the Corporation’s notice of meeting (or any supplement thereto), (b) by or at the direction of the Board or any committee thereof or (c) subject to the then-applicable terms of the Stockholders Agreement, among the Corporation and certain of its stockholders, dated as of , 2014 (the “ Stockholders Agreement ”), by any stockholder of the Corporation who (i) was a stockholder of record at the time of giving of notice provided for in these Bylaws and at the time of the annual meeting, (ii) is entitled to vote at the meeting and (iii) complies with the notice procedures set forth in these Bylaws as to such business or nomination; Section 2.9(A)(1)(c) of these Bylaws shall be the exclusive means for a stockholder to make nominations or submit other business (other than matters properly brought under Rule 14a-8 under the Exchange Act, and included in the Corporation’s notice of meeting) before an annual meeting of the stockholders.

(2) For any nominations or any other business to be properly brought before an annual meeting by a stockholder pursuant to Section 2.9(A)(2)(c) of these Bylaws, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and such other business must otherwise be a proper matter for stockholder action under the DGCL. To be timely, a stockholder’s notice shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the close of business on the 120 ^th day and not later than the close of business on the 90 ^th day prior to the first anniversary of the preceding year’s annual meeting (which anniversary, in the case of the first annual meeting of stockholders following the close of the Corporation’s initial public offering, shall be deemed to be May 1, 2015 ; provided , however , that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120 ^th day prior to the date of such annual meeting and not later than the close of business on the later of the 90 ^th day prior to such annual meeting or, if the first public announcement of the date of such annual meeting is less than 100 days prior to the date of such annual meeting, the 10 ^th day following the day on which public announcement of the date of such meeting is first made by the Corporation. In no event shall any adjournment or postponement of an annual meeting or the announcement thereof commence a new time period for the giving of a stockholder’s notice as described above. To be in proper form, a stockholder’s notice (whether given pursuant to this Section 2.9(A)(2) or Section 2.9(B) ) to the Secretary of the Corporation must:

(a) set forth, as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, (ii) (A) the class or series and number of shares of the Corporation that are, directly or indirectly, owned beneficially and of record by such stockholder and such beneficial owner, (B) any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of the Corporation or with a value derived in whole or in part from the value of any class or series of shares of the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of stock of the Corporation or otherwise (a “ Derivative Instrument ”), directly or indirectly owned beneficially by such stockholder and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of the Corporation, (C) a description of any proxy, contract, arrangement, understanding or relationship pursuant to which such stockholder has a right to vote any shares of any security of the Corporation, (D) any short interest in any security of the Corporation (for purposes of these Bylaws a person shall be deemed to have a “short interest” in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security), (E) any rights to dividends on the shares of the Corporation owned beneficially by such stockholder that are separated or separable from the underlying shares of the Corporation, (F) any

proportionate interest in shares of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (G) any performance-related fees (other than an asset-based fee) that such stockholder is entitled to based on any increase or decrease in the value of shares of the Corporation or Derivative Instruments, if any, as of the date of such notice, including without limitation any such interests held by members of such stockholder’s immediate family sharing the same household (which information shall be supplemented by such stockholder and beneficial owner, if any, not later than ten days after the record date for the meeting to disclose such ownership as of the record date), (iii) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal or for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (iv) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to bring such nomination or other business before the meeting, and (v) a representation as to whether such stockholder or any such beneficial owner intends or is part of a group that intends to (x) deliver a proxy statement or form of proxy to holders of at least the percentage of the voting power of the Corporation’s outstanding stock required to approve or adopt the proposal or to elect each such nominee or (y) otherwise to solicit proxies from stockholders in support of such proposal or nomination. If requested by the Corporation, the information required under clauses (a)(i) and (ii) of the preceding sentence of this Section 2.9(A)(2) shall be supplemented by such stockholder and any such beneficial owner not later than ten days after the record date for notice of the meeting to disclose such information as of such record date;

(b) if the notice relates to any business other than a nomination of a director or directors that the stockholder proposes to bring before the meeting, set forth (i) a brief description of the business desired to be brought before the meeting, the reasons for conducting such business at the meeting and any material interest of such stockholder and beneficial owner, if any, in such business and (ii) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with the proposal of such business by such stockholder;

(c) set forth, as to each person, if any, whom the stockholder proposes to nominate for election or reelection to the Board (i) all information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected) and (ii) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder and beneficial owner,

if any, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made, if any, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and

(d) with respect to each nominee for election or reelection to the Board, include a completed and signed questionnaire, representation and agreement required by Section 2.9(A)(2) of these Bylaws. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

(3) Notwithstanding anything in the second sentence of Section 2.9(A)(2) of these Bylaws to the contrary, in the event that the number of directors to be elected to the Board is increased and there is no public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice required by these Bylaws shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not later than the close of business on the 10 ^th day following the day on which such public announcement is first made by the Corporation.

(4) The foregoing notice requirements of this Section 2.9(A) shall be deemed satisfied by a stockholder with respect to business or a nomination if such stockholder has notified the Corporation of such stockholder’s intention to present a proposal or make a nomination at an annual meeting in compliance with the applicable rules and regulations promulgated under the Exchange Act and such stockholder’s proposal or nomination has been included in a proxy statement that has been prepared by the Corporation to solicit proxies for such annual meeting.

(5) The requirements of this Section 2.9(A) shall apply to any business or nominations to be brought before an annual meeting by a stockholder whether such business or nominations are to be included in the Corporation’s proxy statement pursuant to Rule 14a-8 of the Exchange Act or presented to stockholders by means of an independently financed proxy solicitation

(B) Special Meetings of Stockholders . Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of persons for election to the Board may be made at a special meeting of stockholders at which directors are to be elected pursuant to a notice of meeting (a) by or at the direction of the Board or any committee thereof (or stockholders pursuant to Article Seventh of the Certificate of Incorporation and Section 2.2 of these Bylaws prior to the Trigger Date) or (b) provided , that the Board (or stockholders pursuant to Article Seventh of the

Certificate of Incorporation and Section 2.2 of these Bylaws prior to the Trigger Date) has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who (i) is a stockholder of record at the time of giving of notice provided for in these Bylaws and at the time of the special meeting, (ii) is entitled to vote at the meeting, and (iii) complies with the notice procedures set forth in these Bylaws. The proposal by stockholders of other business to be conducted at a special meeting of stockholders may be made only in accordance with Article Seventh of the Certificate of Incorporation prior to the Trigger Date. In the event a special meeting of stockholders is called for the purpose of electing one or more directors to the Board, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Section 2.9(A)(2) of these Bylaws with respect to any nomination (including the completed and signed questionnaire, representation and agreement required by Section 2.9(A)(2) of these Bylaws) shall be delivered to the Secretary of the Corporation at the principal executive offices of the Corporation not earlier than the close of business on the 120 ^th day prior to such special meeting and not later than the close of business on the later of the 90 ^th day prior to such special meeting or, if the first public announcement of the date of such special meeting is less than 100 days prior to the date of such special meeting, the 10 ^th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period for the giving of a stockholder’s notice as described above.

(1) Only such persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible to serve as directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in these Bylaws. Except as otherwise provided by applicable law, the Certificate of Incorporation or these Bylaws, the chairman of the meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or business is not in compliance with these Bylaws, to declare that such defective proposal or nomination shall be disregarded.

(2) For purposes of these Bylaws, “ public announcement ” shall mean disclosure in a press release reported by Dow Jones News Service, the Associated Press, or any other national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act and the rules and regulations promulgated thereunder.

(3) Notwithstanding the foregoing provisions of these Bylaws, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in these Bylaws; provided , however , that any references in these Bylaws to the Exchange Act or the rules promulgated thereunder are not intended to and shall not limit the requirements applicable to nominations or proposals as to any other business to be considered pursuant to Section 2.9(A)(2)(c) or Section 2.9(B) of these Bylaws. Nothing in these Bylaws shall be deemed to affect any rights (i) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act or (ii) of the holders of any class or series of preferred stock of the Corporation (“ Preferred Stock ”) if and to the extent provided for under applicable law, the Certificate of Incorporation or these Bylaws.

(4) The Corporation may require any proposed stockholder nominee for director to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as a director of the Corporation. Unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) making a nomination or proposal under this Section 2.9 does not appear at a meeting of stockholders to present such nomination or proposal, the nomination shall be disregarded and the proposed business shall not be transacted, as the case may be, notwithstanding that proxies in favor thereof may have been received by the Corporation.

For purposes of this Section 2.9 , to be considered a qualified representative of the stockholder, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a writing executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such writing or electronic transmission, or a reliable reproduction of the writing or electronic transmission, at the meeting of stockholders.

SECTION 2.10. Conduct of Business . The date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at a meeting shall be announced at the meeting by the person presiding over the meeting. The Board may adopt by resolution such rules and regulations for the conduct of the meeting of stockholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board, the person presiding over any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting, to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such presiding person, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board or prescribed by the presiding person of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as the presiding person of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. The presiding person at any meeting of stockholders, in addition to making any other determinations that may be appropriate to the conduct of the meeting, shall, if the facts warrant, determine and declare to the meeting that a matter or business was not properly brought before the meeting and if such presiding person should so determine, such presiding person shall so declare to the meeting and any such matter or business not properly brought before the meeting shall not be transacted or considered. Unless and to the extent determined by the Board or the person presiding over the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

SECTION 2.11. Required Vote . Subject to the rights of the holders of any class or series of Preferred Stock to elect directors under specified circumstances, at any meeting at which directors are to be elected, so long as a quorum is present, the directors shall be elected by a plurality of the votes validly cast in such election. Unless otherwise provided in the Certificate of Incorporation, cumulative voting for the election of directors shall be prohibited. Except as otherwise provided by applicable law, the rules and regulations of any stock exchange applicable to the Corporation, the Certificate of Incorporation, or these Bylaws, in all matters other than the election of directors and certain non-binding advisory votes described below, the affirmative vote of a majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the act of the stockholders. In non-binding

advisory matters with more than two possible vote choices, the affirmative vote of a plurality of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter shall be the recommendation of the stockholders.

SECTION 2.12. Treasury Stock . The Corporation shall not vote, directly or indirectly, shares of its own stock owned by it or any other corporation, if a majority of shares entitled to vote in the election of directors of such corporation is held, directly or indirectly by the Corporation, and such shares will not be counted for quorum purposes; provided, however, that the foregoing shall not limit the right of the Corporation or such other corporation, to vote stock of the Corporation held in a fiduciary capacity.

SECTION 2.13. Inspectors of Elections; Opening and Closing the Polls . At any meeting at which a vote is taken by ballots, the Board by resolution may, and when required by applicable law, shall, appoint one or more inspectors, which inspector or inspectors may include individuals who serve the Corporation in other capacities, including, without limitation, as officers, employees, agents or representatives, to act at the meetings of stockholders and make a written report thereof. One or more persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate has been appointed to act or is able to act at a meeting of stockholders and the appointment of an inspector is required by applicable law, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Each inspector, before discharging his or her duties, shall take and sign an oath to faithfully execute the duties of inspector with strict impartiality and according to the best of his or her ability. The inspectors shall have the duties prescribed by applicable law.

SECTION 2.14. Stockholder Action by Written Consent . Prior to the Trigger Date, any action required or permitted to be taken at any annual meeting or special meeting of the stockholders of the Corporation may be taken without a meeting, without prior notice and without a vote of stockholders, if a consent or consents in writing, setting forth the action so taken, is or are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. On and after the Trigger Date, subject to the rights of holders of any class or series of Preferred Stock with respect to such class or series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be taken at a duly held annual or special meeting of stockholders and may not be taken by any consent in writing of such stockholders unless the taking of such action by consent in writing has been previously approved by the Board.

ARTICLE III

BOARD OF DIRECTORS

SECTION 3.1. General Powers . The business and affairs of the Corporation shall be managed by or under the direction of the Board elected in accordance with these Bylaws. In addition to the powers and authorities by these Bylaws expressly conferred upon them, the Board may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws required to be exercised or done by the stockholders. The directors shall act only as a Board, and the individual directors shall have no power as such.

SECTION 3.2. Number, Tenure and Qualifications . Subject to the rights of the holders of any class or series of Preferred Stock to elect directors under specified circumstances, the number of directors shall be fixed from time to time exclusively pursuant to a resolution adopted by a majority of the Board. The election and term of director shall be as set forth in the Certificate of Incorporation.

SECTION 3.3. Regular Meetings . Subject to Section 3.5 , regular meetings of the Board shall be held on such dates, and at such times and places, as are determined from time to time by resolution of the Board.

SECTION 3.4. Special Meetings . Special meetings of the Board shall be called at the request of the Chairman of the Board, the Chief Executive Officer or a majority of the Board then in office. The person or persons authorized to call special meetings of the Board may fix the place, if any, and time of the meetings. Any business may be conducted at a special meeting of the Board.

SECTION 3.5. Notice . Notice of any meeting of directors shall be given to each director at his or her business or residence in writing by hand delivery, first-class or overnight mail, courier service or facsimile or electronic transmission or orally by telephone. If mailed by first-class mail, such notice shall be deemed adequately delivered when deposited in the United States mails so addressed, with postage thereon prepaid, at least five days before such meeting. If by overnight mail or courier service, such notice shall be deemed adequately delivered when the notice is delivered to the overnight mail or courier service company at least 24 hours before such meeting. If by facsimile or electronic transmission, such notice shall be deemed adequately delivered when the notice is transmitted at least 24 hours before such meeting. If by telephone or by hand delivery, the notice shall be given at least 24 hours prior to the time set for the meeting and shall be confirmed by facsimile or electronic transmission that is sent promptly thereafter. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of such meeting, except for amendments to these Bylaws, as provided under Section 8.1 . A meeting may be held at any time without notice if all the directors are present or if those not present waive notice of the meeting in accordance with Section 7.5 of these Bylaws.

SECTION 3.6. Action by Consent of Board . Any action required or permitted to be taken at any meeting of the Board or of any committee thereof may be taken without a meeting if all members of the Board or committee, as the case may be, consent thereto in writing, including by electronic transmission, and the writing or writings or electronic transmissions are filed with the minutes of proceedings of the Board or committee. Such consent shall have the same force and effect as a unanimous vote at a meeting, and may be stated as such in any document or instrument filed with the Secretary of State of the State of Delaware.

SECTION 3.7. Conference Telephone Meetings . Members of the Board or any committee thereof may participate in a meeting of the Board or such committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting, except where such person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

SECTION 3.8. Quorum . Subject to Section 3.9 , a whole number of directors equal to at least a majority of the Board shall constitute a quorum for the transaction of business, but if at any meeting of the Board there shall be less than a quorum present, a majority of the directors present may adjourn the meeting from time to time without further notice unless (i) the date, time and place, if any, of the adjourned meeting are not announced at the time of adjournment, in which case notice conforming to the requirements of Section 3.5 of these Bylaws shall be given to each director, or (ii) the meeting is adjourned for more than 24 hours, in which case the notice referred to in clause (i) shall be given to those directors not present at the announcement of the date, time and place of the adjourned meeting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board. The directors present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum.

SECTION 3.9. Vacancies . Subject to applicable law, the rights of holders of any class or series of Preferred Stock and the then-applicable terms of the Stockholders Agreement, any newly created directorship that results from an increase in the number of directors or any vacancy on the Board that results from the death, resignation, disqualification or removal of any director or from any other cause shall be filled solely by the affirmative vote of a majority of the total number of directors then in office, even if less than a quorum, or by a sole remaining director and shall not be filled by the stockholders. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall hold office for the remaining term of his or her predecessor. No decrease in the number of authorized directors constituting the Board shall shorten the term of any incumbent director.

SECTION 3.10. Removal . Until the Trigger Date, subject to the rights of the holders of shares of any class or series of Preferred Stock, if any, to elect additional directors pursuant to the Certificate of Incorporation (including any certificate of designation thereunder) and the then-applicable terms of the Stockholders Agreement, any director may be removed at any time, either for or without cause, upon the affirmative vote of the holders of more than 50% in voting power of the outstanding shares of stock of the Corporation entitled to vote generally for the election of directors, acting at a meeting of the stockholders or by written consent (if permitted) in accordance with the DGCL, the Certificate of Incorporation and these Bylaws. On and after the Trigger Date, subject to the rights of the holders of shares of any class or series of Preferred Stock, if any, to elect additional directors pursuant to the Certificate of Incorporation (including any certificate of designation thereunder) and the then-applicable terms of the Stockholders Agreement, any director may be removed only for cause, upon the affirmative vote of the holders of at least 66 ² / ₃ % in voting power of the outstanding shares of stock of the Corporation entitled to vote generally for the election of directors, acting at a meeting of the stockholders or by written consent (if permitted) in accordance with the DGCL, the Certificate of Incorporation and these Bylaws.

SECTION 3.11. Records . The Board shall cause to be kept a record containing the minutes of the proceedings of the meetings of the Board and of the stockholders, appropriate stock books and registers and such books of records and accounts as may be necessary for the proper conduct of the business of the Corporation.

SECTION 3.12. Compensation . Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, the Board shall have authority to fix the compensation of directors, including fees and reimbursement of expenses. The Corporation will cause each non-employee director serving on the Board to be reimbursed for all reasonable out-of-pocket costs and expenses incurred by him or her in connection with such service.

SECTION 3.13. Regulations . To the extent consistent with applicable law, the Certificate of Incorporation and these Bylaws, the Board may adopt such rules and regulations for the conduct of meetings of the Board and for the management of the affairs and business of the Corporation as the Board may deem appropriate.

ARTICLE IV

COMMITTEES

SECTION 4.1. Designation; Powers . The Board may designate one or more committees, each committee to consist of one or more of the directors of the Corporation. Any such committee, to the extent permitted by applicable law and to the extent provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require it.

SECTION 4.2. Procedure; Meetings; Quorum . Any committee designated pursuant to Section 4.1 shall choose its own chairman by a majority vote of the members then in attendance in the event the chairman has not been selected by the Board, shall keep regular minutes of its proceedings and report the same to the Board when requested, and shall meet at such times and at such place or places as may be provided by the charter of such committee or by resolution of such committee or resolution of the Board. At every meeting of any such committee, the presence of a majority of all the members thereof shall constitute a quorum and the affirmative vote of a majority of the members present shall be necessary for the adoption by it of any resolution. The Board shall adopt a charter for each committee for which a charter is required by applicable laws, regulations or stock exchange rules, may adopt a charter for any other committee, and may adopt other rules and regulations for the governance of any committee not inconsistent with the provisions of these Bylaws or any such charter, and each committee may adopt its own rules and regulations of governance, to the extent not inconsistent with these Bylaws or any charter or other rules and regulations adopted by the Board.

SECTION 4.3. Substitution of Members . The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting and not disqualified from voting, whether or not constituting a quorum, may unanimously appoint another member of the Board to act at the meeting in the place of the absent or disqualified member.

ARTICLE V

OFFICERS

SECTION 5.1. Officers . The officers of the Corporation shall be a Chairman of the Board, a Chief Executive Officer, a President, a Chief Financial Officer, a Chief Operating Officer, a General Counsel, a Secretary, a Treasurer and such other officers as the Board from time to time may deem proper. The Chairman of the Board shall be chosen from among the directors. All officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Article V and any applicable resolution of the Board. Such officers shall also have such powers and duties as from time to time may be conferred by the Board or by any committee thereof. The Board or any committee thereof may from time to time elect, or the Chairman of the Board or Chief Executive Officer may appoint, such other officers (including one or more Executive Vice Presidents, Senior Vice Presidents, Vice Presidents, Assistant Secretaries and Assistant Treasurers) and such agents, as may be necessary or desirable for the conduct of the business of the Corporation. Such other officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in these Bylaws or as may be prescribed by the Board or such committee thereof or by the Chairman of the Board or Chief Executive Officer, as the case may be. Any two or more offices may be held by the same person.

SECTION 5.2. Election and Term of Office . The officers of the Corporation shall be elected or appointed from time to time in accordance with Section 5.1 . Each officer shall hold office until his or her successor shall have been duly elected or appointed and shall have qualified or until his or her death or until he or she shall resign, but any officer may be removed from office at any time by the affirmative vote of a majority of the Board or, except in the case of an officer or agent elected by the Board, by the Chairman of the Board or Chief Executive Officer. Such removal shall be without prejudice to the contractual rights, if any, of the person so removed. No elected officer shall have any contractual rights against the Corporation for compensation by virtue of such election beyond the date of the election of his or her successor, his or her death, his or her resignation or his or her removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan.

SECTION 5.3. Chairman of the Board . The Chairman of the Board shall preside at all meetings of the stockholders and of the Board. The Chairman of the Board shall be responsible for the general management of the affairs of the Corporation and shall perform all duties incidental to his or her office that may be required by law and all such other duties as are properly required of him or her by the Board. He or she shall make reports to the Board and the stockholders, and shall see that all orders and resolutions of the Board and of any committee thereof are carried into effect. The Chairman of the Board may also serve as Chief Executive Officer, if so elected by the Board.

SECTION 5.4. Chief Executive Officer . The Chief Executive Officer shall act in a general executive capacity and shall assist the Chairman of the Board in the administration and operation of the Corporation’s business and general supervision of its policies and affairs. The Chief Executive Officer shall, in the absence of or because of the inability to act of the Chairman of the Board, perform all duties of the Chairman of the Board and preside at all meetings of stockholders and of the Board. The Chief Executive Officer shall have the authority to sign, in the name and on behalf of the Corporation, checks, orders, contracts, leases, notes, drafts and all other documents and instruments in connection with the business of the Corporation.

SECTION 5.5. President . The President shall report and be responsible to the Chief Executive Officer. The President shall have such powers and perform such duties as from time to time may be assigned or delegated to him by the Board or the Chief Executive Officer or are incident to the office of President.

SECTION 5.6. Treasurer . The Treasurer shall exercise general supervision over the receipt, custody and disbursement of corporate funds. The Treasurer shall cause the funds of the Corporation to be deposited in such banks as may be authorized by the Board, or in such banks as may be designated as depositaries in the manner provided by resolution of the Board. He or she shall have such further powers and duties and shall be subject to such directions as may be granted or imposed upon him or her from time to time by the Board, the Chairman of the Board or the Chief Executive Officer.

SECTION 5.7. Secretary . The Secretary shall keep or cause to be kept in one or more books provided for that purpose, the minutes of all meetings of the Board, the committees of the Board and the stockholders; he shall see that all notices are duly given in accordance with the provisions of these Bylaws and as required by applicable law; he or she shall be custodian of the records and the seal of the Corporation and affix and attest the seal to all stock certificates of the Corporation (unless the seal of the Corporation on such certificates shall be a facsimile, as hereinafter provided) and affix and attest the seal to all other documents to be executed on behalf of the Corporation under its seal; and he or she shall see that the books, reports, statements, certificates and other documents and records required by law to be kept and filed are properly kept and filed; and in general, he or she shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Board, the Chairman of the Board or the Chief Executive Officer.

SECTION 5.8. Vacancies . A newly created elected office and a vacancy in any elected office because of death, resignation, or removal may be filled by the Board for the unexpired portion of the term at any meeting of the Board. Any vacancy in an office appointed by the Chairman of the Board or the Chief Executive Officer because of death, resignation, or removal may be filled by the Chairman of the Board or the Chief Executive Officer.

SECTION 5.9. Action with Respect to Securities of Other Corporations . Unless otherwise directed by the Board, the Chief Executive Officer shall have power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of security holders of or with respect to any action of security holders of any other corporation in which the Corporation may hold securities and otherwise to exercise any and all rights and powers that the Corporation may possess by reason of its ownership of securities in such other corporation.

ARTICLE VI

STOCK CERTIFICATES AND TRANSFERS

SECTION 6.1. Stock Certificates and Transfers . The interest of each stockholder of the Corporation shall be evidenced by certificates for shares of stock in such form (other than bearer form) as the appropriate officers of the Corporation may from time to time prescribe, provided that the Board may provide by resolution or resolutions that some or all of any or all classes or series of its stock may be uncertificated or electronic shares. The shares of the stock of the Corporation shall be entered in the books of the Corporation as they are issued and shall exhibit the holder’s name and number of shares. Subject to the provisions of the Certificate of Incorporation, the shares of the stock of the Corporation shall be transferred on the books of the Corporation, which may be maintained by one or more third-party registrars or transfer agents appointed by the Board or an officer authorized to make such appointment, by the holder thereof in person or by such holder’s attorney, upon surrender for cancellation of certificates for at least the same number of shares, with an assignment and power of transfer endorsed thereon or attached thereto, duly executed, with such proof of the authenticity of the signature as the Corporation or its agents may reasonably require or upon receipt of proper transfer instructions from the registered holder of uncertificated shares and upon compliance with appropriate procedures for transferring shares in uncertificated form, at which time the Corporation shall cancel the old certificate, issue a new certificate to the person entitled thereto (if the stock is then represented by certificates) and record the transaction upon its books. No transfer of stock shall be valid as against the Corporation for any purpose until it shall have been entered in the stock records of the Corporation by an entry showing from and to whom transferred.

Certificated shares of stock shall be signed by, or in the name of, the Corporation by the Chairman of the Board, the President or a Vice President, and by the Secretary, an Assistant Secretary, the Treasurer or an Assistant Treasurer. Any or all such signatures may be facsimiles. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate has ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

SECTION 6.2. Lost, Stolen or Destroyed Certificates . No certificate for shares or uncertificated shares of stock in the Corporation shall be issued in place of any certificate alleged to have been lost, destroyed or stolen, except on production of such evidence of such loss, destruction or theft and on delivery to the Corporation of a bond of indemnity in such amount, upon such terms and secured by such surety, as the Board or any officer may in its or his or her discretion require.

SECTION 6.3. Ownership of Shares . The Corporation shall be entitled to treat the holder of record of any share or shares of stock of the Corporation as the holder in fact thereof and, accordingly, shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware.

SECTION 6.4. Regulations Regarding Certificates . The Board shall have the power and authority to make all such rules and regulations as they may deem expedient concerning the issue, transfer and registration or the replacement of certificates for shares of stock of the Corporation. The Corporation may enter into additional agreements with stockholders to restrict the transfer of stock of the Corporation in any manner not prohibited by the DGCL.

ARTICLE VII

MISCELLANEOUS PROVISIONS

SECTION 7.1. Fiscal Year . The fiscal year of the Corporation shall begin on the first day of January and end on the thirty-first day of December of each year.

SECTION 7.2. Checks, Notes, Drafts, Etc. All checks, notes, drafts or other orders for the payment of money of the Corporation shall be signed, endorsed or accepted in the name of the Corporation by such officer, officers, person or persons as from time to time may be designated by the Board or by an officer or officers authorized by the Board to make such designation.

SECTION 7.3. Dividends . Except as otherwise provided by law or the Certificate of Incorporation, the Board may from time to time declare, and the Corporation may pay, dividends on its outstanding shares of stock, which dividends may be paid in either cash, property or securities of the Corporation. A member of the Board, or a member of any committee designated by the Board, shall be fully protected in relying in good faith upon the records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees, or committees of the Board, or by any other person as to matters the director reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation, as to the value and amount of the assets, liabilities or net profits of the Corporation, or any other facts pertinent to the existence and amount of surplus or other funds from which dividends might properly be declared and paid.

SECTION 7.4. Seal . The seal of the Corporation shall be in such form as shall be approved by the Board. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise, as may be prescribed by law or custom or by the Board.

SECTION 7.5. Waiver of Notice . Whenever any notice is required to be given to any stockholder or director of the Corporation under the provisions of the DGCL, the Certificate of Incorporation or these Bylaws, a waiver thereof in writing, including by electronic transmission, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any annual or special meeting of the stockholders or the Board or committee thereof need be specified in any waiver of notice of such meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 7.6. Resignations . Any director or any officer, whether elected or appointed, may resign at any time by giving written notice, including by electronic transmission, of such resignation to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, and such resignation shall be deemed to be effective as of the close of business on the date said notice is received by the Chairman of the Board, the Chief Executive Officer, the President or the Secretary, or at such later time as is specified therein. No formal action shall be required of the Board or the stockholders to make any such resignation effective.

SECTION 7.7. Indemnification and Advancement of Expenses .

(A) The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made a party or is threatened to be made a party to or is otherwise involved in any

threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “ proceeding ”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (a “ Covered Person ”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred or suffered by such Covered Person in connection with such proceeding.

(B) The Corporation shall, to the fullest extent not prohibited by applicable law as it presently exists or may hereafter be amended, pay the expenses (including attorneys’ fees) incurred by a Covered Person in defending any proceeding in advance of its final disposition; provided , however , that to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Section 7.7 or otherwise.

(C) The rights to indemnification and advancement of expenses under this Section 7.7 shall be contract rights and such rights shall continue as to a Covered Person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the foregoing provisions of this Section 7.7 , except for proceedings to enforce rights to indemnification and advancement of expenses, the Corporation shall indemnify and advance expenses to a Covered Person in connection with a proceeding (or part thereof) initiated by such Covered Person only if such proceeding (or part thereof) was authorized by the Board.

(D) If a claim for indemnification under this Section 7.7 (following the final disposition of such proceeding) is not paid in full within sixty days after the Corporation has received a claim therefor by the Covered Person, or if a claim for any advancement of expenses under this Section 7.7 is not paid in full within thirty days after the Corporation has received a statement or statements requesting such amounts to be advanced, the Covered Person shall thereupon (but not before) be entitled to file suit to recover the unpaid amount of such claim. If successful in whole or in part, the Covered Person shall be entitled to be paid the expense of prosecuting such claim to the fullest extent permitted by applicable law. In any such action, the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.

(E) The rights conferred on any Covered Person by this Section 7.7 shall not be exclusive of any other rights that such Covered Person may have or hereafter acquire under any statute, any provision of the Certificate of Incorporation, these Bylaws, any agreement or vote of stockholders or disinterested directors or otherwise.

(F) This Section 7.7 shall not limit the right of the Corporation, to the extent and in the manner permitted by applicable law, to indemnify and to advance expenses to persons other than Covered Persons when and as authorized by appropriate corporate action.

(G) Any Covered Person entitled to indemnification and/or advancement of expenses, in each case pursuant to this Section 7.7 , may have certain rights to indemnification, advancement and/or insurance provided by one or more persons with whom or which such Covered Person may be associated (including, without limitation, any Sponsor). The Corporation hereby acknowledges and agrees that (i) the Corporation shall be the indemnitor of first resort with respect to any proceeding, expense, liability or matter that is the subject of this Section 7.7 , (ii) the Corporation shall be primarily liable for all such obligations and any indemnification afforded to a Covered Person in respect of a proceeding, expense, liability or matter that is the subject of this Section 7.7 , whether created by law, organizational or constituent documents, contract or otherwise, (iii) any obligation of any persons with whom or which a Covered Person may be associated (including, without limitation, any Sponsor) to indemnify such Covered Person and/or advance expenses or liabilities to such Covered Person in respect of any proceeding shall be secondary to the obligations of the Corporation hereunder, (iv) the Corporation shall be required to indemnify each Covered Person and advance expenses to each Covered Person hereunder to the fullest extent provided herein without regard to any rights such Covered Person may have against any other person with whom or which such Covered Person may be associated (including, without limitation, any Sponsor) or insurer of any such person, and (v) the Corporation irrevocably waives, relinquishes and releases any other person with whom or which a Covered Person may be associated (including, without limitation, any Sponsor) from any claim of contribution, subrogation or any other recovery of any kind in respect of amounts paid by the Corporation hereunder.

(H) The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

SECTION 7.8. Notices . Except as otherwise specifically provided herein or required by applicable law, all notices required to be given to any stockholder, director, officer, employee or agent shall be in writing and may in every instance be effectively given by hand delivery to the recipient thereof, by depositing such notice in the mails, postage paid, or by sending such notice by commercial courier service, or by facsimile or other electronic transmission, provided that notice to stockholders by electronic transmission shall be given in the manner provided in Section 232 of the DGCL. Any such notice shall be addressed to such stockholder, director, officer, employee or agent at his or her last known address as the same appears on the books of the Corporation. Without limiting the manner by which notice otherwise may be given effectively, notice to any stockholder shall be deemed given: (1) if by facsimile, when directed to a number at which the stockholder has consented to receive notice; (2) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice; (3) if by posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (A) such posting and (B) the giving of such separate notice; (4) if by any other form of electronic transmission, when directed to the stockholder; and (5) if by mail, when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation.

SECTION 7.9. Facsimile Signatures . In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board or a committee thereof.

SECTION 7.10. Time Periods . In applying any provision of these Bylaws that require that an act be done or not done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

SECTION 7.11. Conflict with Applicable Law or the Certificate of Incorporation . These Bylaws are adopted subject to any applicable law and the Certificate of Incorporation. Whenever these Bylaws conflict with any applicable law or the Certificate of Incorporation, such conflict shall be resolved in favor of such law or the Certificate of Incorporation.

SECTION 7.12. Reliance Upon Books, Reports and Records . Each director, each member of any committee designated by the Board, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the records of the Corporation and upon information, opinions, reports or statements presented to the Corporation by any of the Corporation’s officers or employees, or committees designated by the Board, or by any other person as to the matters such director, member or officer reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.

ARTICLE VIII

AMENDMENTS

SECTION 8.1. Amendments . Subject to the provisions of the Certificate of Incorporation, these Bylaws may be amended, altered or repealed (a) by resolution adopted by a majority of the directors present at any special or regular meeting of the Board at which a quorum is present if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting, (b) until the Trigger Date, at any regular or special meeting of the stockholders upon the affirmative vote of the holders of more than 50% in voting power of the shares of the Corporation entitled to vote in the election of directors if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting, or (c) on and after the Trigger Date, at any regular or special meeting of the stockholders upon the affirmative vote of holders of at least 66 ² ⁄ ₃ % in voting power of the shares of the Corporation entitled to vote in the election of directors if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting. So long as the Stockholders Agreement remains in effect, the Board shall not approve any amendment, alteration or repeal of any provision of these Bylaws, or the adoption of any new Bylaw, that would be contrary to or inconsistent with the then-applicable terms of the Stockholders Agreement.

Notwithstanding the foregoing, Section 3.9 and Section 3.10 and this paragraph of Section 8.1 may only be amended, altered or repealed (a) until the Trigger Date, at any regular or special meeting of the stockholders upon the affirmative vote of holders of more than 50% in voting power of the shares of the Corporation entitled to vote thereon if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting, or (b) on and after the Trigger Date, at any regular or special meeting of the stockholders upon the affirmative vote of holders of at least 66 ² ⁄ ₃ % in voting power of the shares of the Corporation entitled to vote thereon if, in the case of such special meeting only, notice of such amendment, alteration or repeal is contained in the notice or waiver of notice of such meeting.

Notwithstanding the foregoing, (x) no amendment to the Stockholders Agreement (whether or not such amendment modifies any provision to the Stockholders Agreement to which these Bylaws are subject) shall be deemed an amendment of these Bylaws for purposes of this Section 8.1 , and (y) no amendment, alteration or repeal of Section 7.7 shall adversely affect any right or protection existing under these Bylaws immediately prior to such amendment, alteration or repeal, including any right or protection of a present or former director, officer or employee thereunder in respect of any act or omission occurring prior to the time of such amendment.

Exhibit 4.1

LOGO

NUMBER ERC eclipse RESOURCES SHARES Eclipse Resources Corporation INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE THIS CERTIFICATE IS TRANSFERABLE IN CANTON, MA, JERSEY CITY, NJ AND COLLEGE STATION, TX SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP 27890G 10 0 THIS CERTIFIES THAT IS THE OWNER OF FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE OF $0.01 PER SHARE, OF ECLIPSE RESOURCES CORPORATION transferable only on the books of the Corporation by the holder hereof in person or by duly authorized attorney upon surrender of this Certificate properly endorsed. This Certificate is not valid unless countersigned and registered by the Transfer Agent and Registrar. WITNESS the facsimile signatures of the Corporation’s duly authorized officers. Dated: COUNTERSIGNED AND REGISTERED: COMPUTERSHARE TRUST COMPANY, N A. Transfer Agent and Registrar By Authorized Officer CHRISTOPHER K. HULBURT, SECRETARY BENJAMIN W. HULBURT, PRESIDENT AMERICAN BANK NOTE COMPANY

LOGO

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM—as tenants in common TEN ENT —as tenants by the entireties JT TEN —as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT — .Custodian .(Cust) (Minor) under Uniform Gifts to Minors Act . (State) Additional abbreviations may also be used though not in the above list. For value received, hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) shares represented by the within Certificate, and does hereby irrevocably constitute and appoint , attorney to transfer the said shares on the books of the within named Corporation with full power of substitution in the premises. Dated NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. Signature(s) Guaranteed: THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.

Exhibit 5.1

LOGO

Fulbright & Jaworski LLP

2200 Ross Avenue, Suite 2800

Dallas, Texas 75201-2784

United States

, 2014

Tel +1 214 855 8000

Fax +1 214 855 8200

nortonrosefulbright.com

Eclipse Resources Corporation

2121 Old Gatesburg Road, Suite 110

State College, Pennsylvania 16803

Re:	Registration Statement on Form S-1

Ladies and Gentlemen:

We have acted as special counsel to Eclipse Resources Corporation, a Delaware corporation (the “ Company ”), in connection with the proposed offer and sale (the “ Offering ”) of up to shares of common stock, $0.01 par value per share, of which up to shares (the “ Company Shares ”) are being offered by the Company and up to shares (which includes shares subject to the underwriters’ option to purchase additional shares to cover over-allotments) (the “ Selling Stockholder Shares ” and, together with the Company Shares, the “ Shares ”) are being offered by certain stockholders of the Company (the “ Selling Stockholders ”), pursuant to a prospectus forming a part of a Registration Statement on Form S-1, Registration No. 333-195679, originally filed with the Securities and Exchange Commission on May 5, 2014 (such Registration Statement, as amended at the effective date thereof, being referred to herein as the “ Registration Statement ”).

In connection with this opinion, we have assumed that: (i) the Registration Statement, and any amendments thereto (including post-effective amendments), will have become effective; (ii) the Shares will be issued and sold in the manner described in the Registration Statement and the prospectus relating thereto; (iii) the corporate reorganization described in the prospectus relating to the Registration Statement under the heading “Corporate Reorganization” (the “ Corporate Reorganization ”) will have been consummated prior to the closing of the Offering in the manner described in the Registration Statement and the prospectus relating thereto; and (iv) a definitive underwriting agreement, in the form filed as an exhibit to the Registration Statement, with respect to the sale of the Shares will have been duly authorized and validly executed and delivered by the Company, the Selling Stockholders and the other parties thereto.

In connection with the opinion expressed herein, we have examined, among other things: (i) the form of Amended and Restated Certificate of Incorporation of the Company and the form of Amended and Restated Bylaws of the Company; (ii) the records of corporate proceedings that have occurred prior to the date hereof with respect to the Corporate Reorganization and the Offering; (iii) the Registration Statement; and (iv) the form of underwriting agreement filed as an exhibit to the Registration Statement. We have also reviewed such questions of law as we have deemed necessary or appropriate. As to matters of fact relevant to the opinion expressed herein, and as to factual matters arising in connection with our examination of corporate documents, records and other documents and writings, we relied upon certificates and other communications of corporate officers of the Company, without further investigation as to the facts set forth therein.

Fulbright & Jaworski LLP is a limited liability partnership registered under the laws of Texas.

Fulbright & Jaworski LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP, Norton Rose Fulbright South Africa (incorporated as Deneys Reitz, Inc.), each of which is a separate legal entity, are members of Norton Rose Fulbright Verein, a Swiss Verein. Details of each entity, with certain regulatory information, are at nortonrosefulbright.com. Norton Rose Fulbright Verein helps coordinate the activities of the members but does not itself provide legal services to clients.

, 2014

Page 2

Based upon the foregoing, we are of the opinion that:

•

with respect to the Company Shares, when the Company Shares have been delivered in accordance with a definitive underwriting agreement approved by the Board of Directors of the Company and upon payment of the consideration therefor provided for therein (not less than the par value of the Company Shares), such Company Shares will be duly authorized, validly issued, fully paid and nonassessable; and

•

with respect to the Selling Stockholder Shares, following the consummation of the Corporate Reorganization, such Selling Stockholder Shares will be validly issued, fully paid and nonassessable.

The foregoing opinions are limited in all respects to the General Corporation Law of the State of Delaware (including the applicable provisions of the Delaware Constitution and the reported judicial decisions interpreting these laws), and we do not express any opinions as to the laws of any other jurisdiction.

We hereby consent to the statements with respect to us under the heading “Legal Matters” in the prospectus forming a part of the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.

Very truly yours,

Exhibit 10.7

FORM OF REGISTRATION RIGHTS AGREEMENT

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 ”).

WHEREAS , in connection with, and in consideration of, the transactions contemplated by the Company’s Registration Statement on Form S-1 (File No. 333-195679) and the Master Reorganization Agreement (as hereinafter defined), the Parties (other than the Company) have requested, and the Company has agreed to provide, registration rights with respect to the Registrable Securities (as hereinafter defined) as set forth in this Agreement.

NOW THEREFORE , in consideration of the mutual covenants and agreements set forth herein and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each Party hereto, the Parties hereby agree as follows:

1. Definitions . As used in this Agreement, the following terms have the meanings indicated:

“ Affiliate ” of any specified Person means any other person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such specified Person. For purposes of this definition, “control” of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“ Agreement ” has the meaning set forth in the preamble.

“ Automatic Shelf Registration Statement ” means an “ automatic shelf registration statement ” as defined under Rule 405.

“ Blackout Period ” has the meaning set forth in Section 3(n) .

“ Board ” means the board of directors of the Company.

“ Business Day ” means any day other than a Saturday, Sunday or any other day on which banking institutions in the State of Texas or the State of New York are authorized or required to be closed.

“ CKH II ” has the meaning set forth in the preamble.

“ Commission ” means the Securities and Exchange Commission or any other federal agency then administering the Securities Act or the Exchange Act.

“ Common Stock ” means the common stock, par value $0.01 per share, of the Company.

“ Company ” has the meaning set forth in the preamble.

“ Company Securities ” means any equity interest of any class or series in the Company.

“ Demand Notice ” means a Holdings Demand Notice or Holder Demand Notice.

“ Demand Registration ” means a Holdings Demand Registration or a Holder Demand Registration.

“ Eclipse Holdings ” has the meaning set forth in the preamble.

“ Eclipse Management ” has the meaning set forth in the preamble.

“ Effective Date ” means the time and date that a Registration Statement is first declared effective by the Commission or otherwise becomes effective.

“ Effectiveness Period ” has the meaning set forth in Section 2(a)(iv) .

“ EnCap VIII ” has the meaning set forth in the preamble.

“ EnCap VIII Co-Investors ” has the meaning set forth in the preamble.

“ EnCap IX ” has the meaning set forth in the preamble.

“ EnCap Parties ” means, collectively, EnCap VIII, EnCap VIII Co-Investors and EnCap IX, and “ EnCap Party ” means any of them.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ FINRA ” means the Financial Industry Regulatory Authority, Inc.

“ Holder ” means: (i) Eclipse Holdings at any time that it holds Registrable Securities; (ii) EnCap VIII at any time that it holds Registrable Securities; (iii) EnCap VIII Co-Investors at any time that it holds Registrable Securities; (iv) EnCap IX at any time that it holds Registrable Securities; (v) CKH II at any time that it holds Registrable Securities; (vi) Hulburt Family II at any time that it holds Registrable Securities; (vii) Kirkwood at any time that it holds Registrable Securities; (viii) Eclipse Management at any time that it holds Registrable Securities; and (ix) any holder of Registrable Securities to whom registration rights conferred by this Agreement have been transferred in compliance with Section 9(d) hereof; provided , however , that any Person referenced in clause (ix) shall be a Holder only if such Person agrees in writing to be bound by and subject to the terms set forth in this Agreement.

“ Holder Demand Notice ” has the meaning set forth in Section 2(a)(ii) .

“ Holder Demand Registration ” has the meaning set forth in Section 2(a)(ii) .

“ Holdings Demand Notice ” has the meaning set forth in Section 2(a)(i) .

“ Holdings Demand Registration ” has the meaning set forth in Section 2(a)(i) .

“ Hulburt Family II ” has the meaning set forth in the preamble.

“ Initiating Holder ” means the Holder delivering the Demand Notice or the Underwritten Offering Notice, as applicable.

“ Kirkwood ” has the meaning set forth in the preamble.

“ Limited Partner ” means a limited partner of Eclipse Holdings.

“ Losses ” has the meaning set forth in Section 6(a) .

“ Master Reorganization Agreement ” means that certain Master Reorganization Agreement, dated as of , 2014, by and among Eclipse Resources I, LP, a Delaware limited partnership, Eclipse GP, LLC, a Delaware limited liability company, EnCap VIII, EnCap VIII Co-Investors, EnCap IX, CKH II, Hulburt Family II, Kirkwood, Eclipse Management, Eclipse Holdings, the Company, Benjamin W. Hulburt, Christopher K. Hulburt and Thomas S. Liberatore.

“ Material Adverse Change ” means (i) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the-counter market in the United States; (ii) the declaration of a banking moratorium or any suspension of payments in respect of banks in the United States; (iii) a material outbreak or escalation of armed hostilities or other international or national calamity involving the United States or the declaration by the United States of a national emergency or war or a change in national or international financial, political or economic conditions; and (iv) any event, change, circumstance or effect that is or is reasonably likely to be materially adverse to the business, properties, assets, liabilities, condition (financial or otherwise), operations, results of operations or prospects of the Company and its subsidiaries taken as a whole.

“ Minimum Amount ” has the meaning set forth in Section 2(a)(iii) .

“ Parties ” means the Company, Eclipse Holdings, EnCap VIII, EnCap VIII Co-Investors, EnCap IX, CKH II, Hulburt Family II, Kirkwood, Eclipse Management and any Person that may become a party to this Agreement pursuant to the terms hereof.

“ Person ” means an individual, corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, estate, trust, government (or an agency or subdivision thereof) or other entity of any kind.

“ Piggyback Notice ” has the meaning set forth in Section 2(c)(i) .

“ Piggyback Registration ” has the meaning set forth in Section 2(c)(i) .

“ Proceeding ” means any action, claim, suit, proceeding or investigation (including a preliminary investigation or partial proceeding, such as a deposition) pending or, to the knowledge of the Company, to be threatened.

“ Prospectus ” means the prospectus included in a Registration Statement (including a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance upon Rule 430A, Rule 430B or Rule 430C promulgated under the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to be incorporated by reference in such Prospectus.

“ Records ” has the meaning set forth in Section 3(l) .

“ Registrable Securities ” means the Shares; provided , however , that Registrable Securities shall not include: (i) any Shares the offering and sale of which has been registered under the Securities Act, and that have been disposed of pursuant to an effective Registration Statement; (ii) any Shares transferred to a Person who is not entitled to the registration and other rights hereunder; (iii) any Shares that have been sold or transferred by the Holder thereof pursuant to Rule 144 (or any similar provision then in force under the Securities Act) and the transferee thereof does not receive “restricted securities” as defined in Rule 144; (iv) any Shares that may be sold pursuant to Rule 144(b)(1) without the necessity of meeting the conditions set forth in Rule 144(c)(1); and (v) any Shares that cease to be outstanding (whether as a result of repurchase and cancellation, conversion or otherwise). The Company shall not be required to register the offering and sale of the same Registrable Securities under more than one Registration Statement at any one time.

“ Registration Expenses ” means: (i) all registration and filing fees (including fees and expenses (A) with respect to filings required to be made with the Trading Market or FINRA and (B) in compliance with applicable state securities or “Blue Sky” laws); (ii) reasonable printing expenses (including expenses of printing certificates for Company Securities and of printing Prospectuses if the printing of Prospectuses is reasonably requested by a Selling Stockholder included in the Registration Statement); (iii) reasonable messenger, telephone and delivery expenses; (iv) reasonable transfer agent fees; (v) reasonable fees and disbursements of counsel, auditors, accountants and independent petroleum engineers for the Company; (vi) Securities Act liability insurance, if the Company so desires such insurance; (vii) reasonable fees and expenses of all other Persons retained by the Company in connection with the consummation of the transactions contemplated by this Agreement; and (viii) all expenses relating to marketing the sale of the Registrable Securities, including expenses related to conducting a “road show.”

“ Registration Statement ” means a registration statement of the Company in the form required to register the resale of the Registrable Securities under the Securities Act, and including any Prospectus, amendments and supplements to each such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.

“ Requested Underwritten Offering ” has the meaning set forth in Section 2(b)(i) .

“ Resale Distribution ” has the meaning set forth in Section 2(a)(i) .

“ Rule 144 ” means Rule 144 promulgated by the Commission pursuant to the Securities Act.

“ Rule 405 ” means Rule 405 promulgated by the Commission pursuant to the Securities Act.

“ Rule 415 ” means Rule 415 promulgated by the Commission pursuant to the Securities Act.

“ Rule 424 ” means Rule 424 promulgated by the Commission pursuant to the Securities Act.

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Selling Expenses ” means all discounts, commissions or fees of underwriters, selling brokers, dealer managers or similar industry professionals and stock transfer taxes applicable to the sale of Registrable Securities and fees and disbursements of counsel for any Holder or Selling Stockholder.

“ Selling Stockholder ” means a Party (other than the Company) included as a selling stockholder selling Registrable Securities pursuant to a Registration Statement.

“ Selling Stockholder Indemnified Persons ” has the meaning set forth in Section 6(a) .

“ Senior Notes Registration Rights Agreement ” means that certain Registration Rights Agreement, dated as of June 26, 2013, by and among Eclipse Resources I, LP, the guarantors from time to time party thereto, and Blackstone Holdings Finance Co. L.L.C., GSO Eclipse Holdings I LP, MTP Energy Master Fund LTD, MTP Energy Opportunities Fund LLC, Magnetar Capital Fund II, LP, Hipparchus Fund LP, Magnetar Global Event Driven Fund LLC, Blackwell Partners LLC, Magnetar Structured Credit Fund, LP, Triangle Peak Partners Private Equity, LP, the Northwestern Mutual Life Insurance Company, the Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account, Northwestern Long Term Care Insurance Company and Northwestern Mutual Capital Mezzanine Fund III, LP.

“ Shares ” means the shares of Common Stock issued to Eclipse Holdings pursuant to the Master Reorganization Agreement and any other equity interests of the Company or equity interests in any successor of the Company issued in respect of such shares by reason of or in connection with any stock dividend, stock split, combination, reorganization, recapitalization, conversion to another type of entity or similar event involving a change in the capital structure of the Company.

“ Shelf Registration Statement ” means a Registration Statement of the Company filed with the Commission on Form S-3 (or any successor form or other appropriate form under the Securities Act) for an offering to be made on a continuous or delayed basis pursuant to Rule 415 (or any similar rule that may be adopted by the Commission) covering Registrable Securities, as applicable.

“ Suspension Period ” has the meaning set forth in Section 3(o) .

“ Trading Market ” means the principal national securities exchange on which Registrable Securities are listed.

“ Underwriting Agreement ” means that certain Underwriting Agreement, dated as of , 2014, by and among Eclipse, The Hulburt Family II Limited Partnership, CKH Partners II, L.P., Kirkwood Capital, L.P., EnCap Energy Capital Fund VIII, L.P., EnCap Energy Capital Fund VIII Co-Investors, L.P., EnCap Energy Capital Fund IX, L.P., Citigroup Global Markets Inc., Goldman, Sachs & Co., and Morgan Stanley & Co. LLC.

“ Underwritten Offering ” means an underwritten offering of Common Stock in which shares of Common Stock are sold to one or more underwriters for reoffering to the public (whether a Requested Underwritten Offering or in connection with a public offering of Common Stock by the Company, a public offering of Common Stock by stockholders, or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or S-8 (or any similar forms adopted after the date hereof as replacements therefor) or an offering on any registration statement form that does not permit secondary sales).

“ Underwritten Offering Notice ” has the meaning set forth in Section 2(b)(i) .

“ VWAP ” means, as of a specified date and in respect of Registrable Securities, the volume weighted average price for such security on the Trading Market with respect to the Registrable Securities for the twenty (20) trading days immediately preceding, but excluding, such date.

“ WKSI ” means a “ well known seasoned issuer ” as defined under Rule 405.

Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Sections refer to Sections of this Agreement; (c) the terms “include,” “includes,” “including” and words of like import shall be deemed to be followed by the words “without limitation”; (d) the terms “hereof,” “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement; (e) unless the context otherwise requires, the term “or” is not exclusive and shall have the inclusive meaning of “and/or”; (f) defined terms herein will apply equally to both the singular and plural forms and derivative forms of defined terms will have correlative meanings; (g) references to any law or statute shall include all rules and regulations promulgated thereunder, and references to any law, statute or rule shall be construed as including any legal and statutory provisions consolidating, amending, succeeding or replacing the applicable law, statute or rule; (h) references to any Person include such Person’s successors and permitted assigns; and (i) references to “days” are to calendar days unless otherwise indicated.

2. Registration .

(a)

Demand Registration .

(i) At any time, Eclipse Holdings shall have, to the extent it holds Registrable Securities, the option and right, exercisable by delivering a written notice to the Company (a “ Holdings Demand Notice ”), to require the Company, pursuant to the terms of and subject to the limitations contained in this Agreement, to prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities (whether by Eclipse Holdings directly or indirectly by Limited Partners) on the terms and conditions specified in the Holdings Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a “ Holdings Demand Registration ”). The Holdings Demand Notice must set forth the number and type of Registrable Securities that Eclipse Holdings anticipates will be included in such Holdings Demand Registration and the intended methods of disposition thereof. If Registrable Securities are to be distributed by Eclipse Holdings to one or more Limited Partners to permit the sale of such Registrable Securities directly by such Limited Partners as Selling Stockholders (such a distribution, a “ Resale Distribution ”), Eclipse Holdings shall deliver a written notice to each Limited Partner that (i) specifies the amount of Registrable Securities that Eclipse Holdings estimates distributing to such Limited Partner in the Resale Distribution, and (ii) offers such Limited Partner the right to include all (but not less than all) of such Registrable Securities in the Holdings Demand Registration. The Company shall use commercially reasonable efforts to include any Registrable Securities to be received by a Limited Partner upon a Resale Distribution in such Holdings Demand Registration if the Company has received a written request for inclusion therein from such Limited Partner within three (3) Business Days after Eclipse Holdings sends the Holdings Demand Notice.

(ii) At any time, any Holder (other than Eclipse Holdings, which shall exercise its demand registration rights pursuant to Section 2(a)(i) ) shall have the option and right, exercisable by delivering a written notice to the Company (a “ Holder Demand Notice ”), to require the Company to, pursuant to the terms of and subject to the limitations contained in this Agreement, prepare and file with the Commission a Registration Statement registering the offering and sale of Registrable Securities on the terms and conditions specified in the Holder Demand Notice, which may include sales on a delayed or continuous basis pursuant to Rule 415 pursuant to a Shelf Registration Statement (a “ Holder Demand Registration ”). The Holder Demand Notice must set

forth the number and type of Registrable Securities that the Initiating Holder anticipates will be included in such Holder Demand Registration and the intended methods of disposition thereof.

(iii) Notwithstanding anything to the contrary herein, in no event shall the Company be required to effectuate a Demand Registration for Registrable Securities having an aggregate value of less than $30 million based on the VWAP of such Registrable Securities as of the date of the Demand Notice (the “ Minimum Amount ”).

(iv) Within five (5) Business Days of the receipt of the Demand Notice, the Company shall give written notice of such Demand Notice to all Holders (other than the Initiating Holder) and, within thirty (30) days thereof (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case, within ninety (90) days thereof), shall, subject to the limitations of this Section 2(a) , file a Registration Statement in accordance with the terms and conditions of the Demand Notice, which Registration Statement shall cover, in addition to the Registrable Securities set forth in the Demand Notice, all of the Registrable Securities that such Holders shall in writing request to be included in the Demand Registration (provided such request is given to the Company within ten (10) days of receipt of notice of the Demand Notice given by the Company pursuant to this Section 2(a)(iv) and includes such information regarding the requesting Holder as is required to be disclosed in connection with such Demand Registration pursuant to Regulation S-K promulgated under the Securities Act). If, following the receipt of written notice from the Company of a Demand Notice, Eclipse Holdings elects to undertake a Resale Distribution to permit its Limited Partners to participate in such Demand Registration, Eclipse Holdings shall promptly send written notice to the Limited Partners participating in the Resale Distribution that specifies the amount of Registrable Securities that Eclipse Holdings anticipates distributing to such Limited Partner in the Resale Distribution, and the Limited Partners may include such Registrable Securities in the Demand Registration if written notice is provided by the Limited Partners to the Company within the time period, and with the required information, set forth in the previous sentence. The Company shall use commercially reasonable efforts to cause such Registration Statement to become and remain effective under the Securities Act until the earlier of (A) one hundred eighty (180) days (or two (2) years if a Shelf Registration Statement is requested) after the Effective Date or (B) the date on which all Registrable Securities covered by such Registration Statement have been sold or cease to be Registrable Securities (the “ Effectiveness Period ”); provided , however , that such period shall be extended for a period of time equal to the period the Selling Stockholders refrain from selling any securities included in such Registration Statement at the request of an underwriter of the Company or the Company pursuant to this Agreement.

(v) Subject to the other limitations contained in this Agreement, the Company is not obligated hereunder to effect: (A) a Demand Registration within ninety (90) days of the closing of any Underwritten Offering, or (B) a subsequent Demand Registration pursuant to a Demand Notice if a Registration Statement covering all of the Registrable Securities covered by such Demand Notice shall already have become effective under the Securities Act and remains effective under the Securities Act and is sufficient to permit offers and sales of such Registrable Securities on the terms and conditions specified in such Demand Notice in accordance with the intended timing and method or methods of distribution thereof specified in such Demand Notice.

(vi) Subject to Section 2(a)(i) , a Selling Stockholder may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement. Upon delivery of a notice by a Selling Stockholder to the effect that the Selling Stockholder is withdrawing Registrable Securities such that the remaining Registrable Securities are below the Minimum Amount, the Company shall cease all efforts to secure effectiveness of the applicable Registration Statement.

(vii) Subject to the limitations contained in this Agreement, the Company shall effect any Demand Registration on such appropriate registration form of the Commission (x) as shall be selected by the Company and (y) as shall permit the disposition of the Registrable Securities in accordance with the intended method or methods of disposition specified in the Initiating Holder’s request for such registration; provided , however , that if the Company becomes, and is at the time of its receipt of a Demand Notice, a WKSI, the Demand Registration for any offering and selling of Registrable Securities shall be effected pursuant to an Automatic Shelf Registration Statement, which shall be on Form S-3 or any equivalent or successor form under the Securities Act (if available to the Company). If at any time a Registration Statement on Form S-3 is effective and a Selling Stockholder provides written notice to the Company that it intends to effect an offering of all or part of the Registrable Securities included on such Registration Statement, the Company will amend or supplement such Registration Statement as may be necessary in order to enable such offering to take place.

(viii) Without limiting Section 3 , in connection with any Demand Registration pursuant to and in accordance with this Section 2(a) , the Company shall (A) promptly prepare and file or cause to be prepared and filed (1) such additional forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents, as may be necessary or advisable to register or qualify the securities subject to such Demand Registration, including under the securities laws of such states as the Selling Stockholders shall reasonably request; provided , however , that no such registration or qualification shall be required in any jurisdiction where, as a result thereof, the Company would become subject to general service of process or to taxation or would be required to qualify to do business or register as a broker or dealer, and (2) such forms, amendments, supplements, prospectuses, certificates, letters, opinions and other documents as may be necessary to apply for listing or to list the Registrable Securities subject to such Demand Registration on the Trading Market and (B) do any and all other acts and things that may be reasonably necessary or appropriate or reasonably requested by the Selling Stockholders to enable the Selling Stockholders to consummate a public sale of such Registrable Securities in accordance with the intended timing and method or methods of distribution thereof.

(ix) In the event a Selling Stockholder transfers Registrable Securities included on a Registration Statement and such Registrable Securities remain Registrable Securities following such transfer, at the request of such Selling Stockholder, the Company shall amend or supplement such Registration Statement as may be necessary in order to enable such transferee to offer and sell such Registrable Securities pursuant to such Registration Statement; provided that in no event shall the Company be required to file a post-effective amendment to the Registration Statement unless (A) such Registration Statement includes only Registrable Securities held by the Selling Stockholder, Affiliates of the Selling Stockholder or transferees of the Selling Stockholder or (B) the Company has received written consent therefor from whom

Registrable Securities have been registered on (but not yet sold under) such Registration Statement, other than the Selling Stockholder, Affiliates of the Selling Stockholder or transferees of the Selling Stockholder.

(b)

Requested Underwritten Offering .

(i) Any Holder then able to effectuate a Demand Registration pursuant to the terms of Section 2(a) shall have the option and right, exercisable by delivering written notice to the Company (an “ Underwritten Offering Notice ”), to require the Company, pursuant to the terms of and subject to the limitations of this Agreement, to effectuate a distribution of Registrable Securities by means of an Underwritten Offering pursuant to an effective Registration Statement (or pursuant to an effective Automatic Shelf Registration Statement) (a “ Requested Underwritten Offering ”); provided , however , that the Registrable Securities requested to be included in such Requested Underwritten Offering have an aggregate value at least equal to the Minimum Amount. If, in connection with the submission of an Underwritten Offering Notice, Eclipse Holdings elects to undertake a Resale Distribution to permit its Limited Partners to directly participate in a Requested Underwritten Offering, Eclipse Holdings shall promptly send written notice to the Limited Partners participating in the Resale Distribution that specifies the amount of Registrable Securities that Eclipse Holdings anticipates distributing to such Limited Partner in the Resale Distribution and contains the information set forth in the Underwritten Offering Notice, and the Limited Partners may include such Registrable Securities in the Requested Underwritten Offering if written notice is promptly provided by the Limited Partners to the Company.

(ii) The managing underwriter or managing underwriters of a Requested Underwritten Offering shall be designated by the Initiating Holder ( provided , however , that such designated managing underwriter or managing underwriters shall be a nationally recognized investment banking firm reasonably acceptable to the Company). Notwithstanding the foregoing, the Company is not obligated to effect a Requested Underwritten Offering within 90 days of the closing of an Underwritten Offering.

(iii) If the managing underwriter or underwriters of a proposed Requested Underwritten Offering of the Registrable Securities included in a Demand Registration advise the Company that, in its or their opinion, the number of securities requested to be included in such Requested Underwritten Offering exceeds the number which can be sold in such Requested Underwritten Offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the securities to be included in such Requested Underwritten Offering shall be allocated, (A) first, pro rata among the Parties (other than the Company) that (prior to any cutback) would participate in such Underwritten Offering based on the relative number of Registrable Securities that would be held by each such Party following any related Resale Distribution, if any; provided , however , that any securities thereby allocated to a Party that exceed such Party’s request shall be reallocated among the remaining Parties in like manner; (B) second, and only if all the securities referred to in clause (A) have been included in such registration, to the Company up to the number of securities that the Company proposes to include in such registration that, in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect and (C) third, and only if all of the securities referred to in clause (B) have been included in such registration, up to the number of securities that in the opinion of the managing underwriter or underwriters can be sold without having such adverse effect.

(c)

Piggyback Registration .

(i) If the Company shall at any time propose to conduct a registered offering of Common Stock (whether a registered offering of Common Stock by the Company or a registered offering of Common Stock by the Company’s stockholders (including a Requested Underwritten Offering), or both, but excluding an offering relating solely to an employee benefit plan, an offering relating to a transaction on Form S-4 or S-8 (or any similar forms adopted after the date hereof as replacements therefor) or an offering on any registration statement form that does not permit secondary sales), the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least five (5) Business Days before) the commencement of such offering, which notice will set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), the anticipated filing date of the registration statement (if not yet filed) and the number of shares of Common Stock that are proposed to be registered (the “ Piggyback Notice ”); provided , however , notwithstanding any other provision of this Agreement, if the managing underwriter or managing underwriters of an Underwritten Offering (other than a Requested Underwritten Offering) advise the Company that in their reasonable opinion that the inclusion of a Holder’s Registrable Securities requested for inclusion in the subject Underwritten Offering (and any related registration, if applicable) would likely have an adverse effect on the price, timing, marketing or distribution of Common Stock proposed to be included in such Underwritten Offering, the Company shall have no obligation to provide a Piggyback Notice to such Holder and such Holder shall have no right to include any Registrable Securities in such Underwritten Offering (and any related registration, if applicable). The Piggyback Notice shall offer the Holders the opportunity to include in such offering (and any related registration, if applicable) the number of Registrable Securities as they may request (a “ Piggyback Registration ”); provided , however , that in the event that the Company proposes to effectuate the subject offering pursuant to an effective Shelf Registration Statement of the Company other than an Automatic Shelf Registration Statement, only Registrable Securities of Holders which are subject to such effective Shelf Registration Statement may be included in such Piggyback Registration. The Company shall use commercially reasonable efforts to include in each such Piggyback Registration such Registrable Securities for which the Company has received written requests for inclusion within three (3) Business Days (or within one (1) Business Day in the case of an “overnight” offering or “bought deal”) after sending the Piggyback Notice, provided that such written request sets forth such information regarding the Selling Stockholder as is required to be disclosed in connection with the offering (and any related registration, if applicable) pursuant to Regulation S-K promulgated under the Securities Act. If, following the receipt of a Piggyback Notice, Eclipse Holdings elects to undertake a Resale Distribution to permit its Limited Partners to participate in such Piggyback Registration, Eclipse Holdings shall send written notice to the Limited Partners participating in such Resale Distribution that (i) specifies the amount of Registrable Securities that Eclipse Holdings anticipates distributing to such Limited Partner in the Resale Distribution and (ii) sets forth the information contained in the Piggyback Notice, and the Limited Partners may thereafter include such Registrable Securities in the Piggyback Registration if written notice is provided by the Limited Partners to the Company within the time periods, and with the required information, set forth in the previous sentence.

(ii) If a Holder decides not to include for registration in an offering contemplated by this Section 2(c) (and any related registration, if applicable) such Holder’s Registrable Securities following the receipt of a Piggyback Notice, such Holder shall nevertheless continue to have the right to include any of such Holder’s Registrable Securities in any subsequent offering contemplated by this Section 2(c) (and any related registration, if applicable) in accordance with this Section 2(c) .

(iii) If the managing underwriter or managing underwriters of an Underwritten Offering advise the Company and the Holders that in their reasonable opinion that the inclusion of all of the Registrable Securities requested for inclusion in an Underwritten Offering (other than a Requested Underwritten Offering) would likely have an adverse effect on the price, timing, marketing or distribution of Common Stock proposed to be included in such offering, the Company shall include in such Underwritten Offering only that number of shares of Common Stock proposed to be included in such Underwritten Offering that, in the reasonable opinion of the managing underwriter or managing underwriters, will not have such effect, with such number to be allocated as follows: (A) first, to the Company, (B) second, if there remains availability for additional shares of Common Stock to be included in such Underwritten Offering following the allocation to the Company under (A), pro rata among the Parties (other than the Company) that (prior to any cutback) would participate in such Underwritten Offering based on the relative number of Registrable Securities that would be held by each such Party following any related Resale Distribution, if any, and (C) if there remains availability for additional shares of Common Stock to be included in such registration following the allocation to the Parties under (B), third pro rata among all other Persons holding Common Stock who may be seeking to register such Common Stock pursuant to incidental or piggyback registration rights based on the number of Common Stock such Person is entitled to include in such registration.

(iv) Any Holder or Limited Partner shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided , however , that (i) such request must be made in writing prior to the effectiveness of such Registration Statement and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, a Holder or Limited Partner shall no longer have any right to include Registrable Securities in the Piggyback Registration as to which such withdrawal was made.

(v) The Company shall have the right to terminate or suspend any registered offering as to which Holders have a right to a Piggyback Registration pursuant to this Section 2(c) (other than any registered offering initiated by a Holder pursuant to Section 2(a)–(b) ) at any time in its sole discretion, and without any obligation to any Party (whether or not such Party has elected to exercise its right to a Piggyback Registration pursuant to this Section 2(c) ).

(vi) For the avoidance of doubt, this Section 2(c) shall not apply with respect to the initial public offering of the Company’s Common Stock.

3. Registration and Underwritten Offering Procedures .

The procedures to be followed by the Company and each Selling Stockholder electing to sell Registrable Securities in a Registration Statement pursuant to this Agreement, and the respective rights and obligations of the Company and such Selling Stockholders with respect to the preparation, filing and effectiveness of such Registration Statement and the effectuation of any Underwritten Offering, are as follows:

(a) in connection with a Demand Registration, the Company will, at least three (3) Business Days prior to the anticipated filing of the Registration Statement and any related Prospectus or any amendment or supplement thereto (other than, after effectiveness of the Registration Statement, any filing made under the Exchange Act that is incorporated by reference into the Registration Statement), (i) furnish to such Selling Stockholders copies of all such documents prior to filing and (ii) use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Selling Stockholders reasonably shall propose prior to the filing thereof.

(b) in connection with a Piggyback Registration or a Requested Underwritten Offering, the Company will, at least three (3) Business Days prior to the anticipated filing of any initial Registration Statement that identifies the Selling Stockholders and any related Prospectus or any amendment or supplement thereto (other than amendments and supplements that do not materially alter the previous disclosure or do nothing more than name the Selling Stockholders and provide information with respect thereto), as applicable, (i) furnish to such Selling Stockholders copies of any such Registration Statement or related Prospectus or amendment or supplement thereto that identify the Selling Stockholder and any related Prospectus or any amendment or supplement thereto (other than amendments and supplements that do not materially alter the previous disclosure or do nothing more than name Selling Stockholders and provide information with respect thereto) prior to filing and (ii) use commercially reasonable efforts to address in each such document when so filed with the Commission such comments as such Selling Stockholders reasonably shall propose prior to the filing thereof.

(c) The Company will use commercially reasonable efforts to as promptly as reasonably practicable (i) prepare and file with the Commission such amendments, including post-effective amendments, and supplements to each Registration Statement and the Prospectus used in connection therewith as may be necessary under applicable law to keep such Registration Statement continuously effective with respect to the disposition of all Registrable Securities covered thereby for its Effectiveness Period; (ii) cause the related Prospectus to be amended or supplemented by any required prospectus supplement, and as so supplemented or amended to be filed pursuant to Rule 424; and (iii) respond to any comments received from the Commission with respect to each Registration Statement or any amendment thereto and, as promptly as reasonably practicable provide such Selling Stockholders true and complete copies of all correspondence from and to the Commission relating to such Registration Statement that pertains to such Selling Stockholders as selling stockholders but not any comments that would result in the disclosure to such Selling Stockholders of material and non-public information concerning the Company.

(d) The Company will comply in all material respects with the provisions of the Securities Act and the Exchange Act with respect to the Registration Statements and the disposition of all Registrable Securities covered by each Registration Statement.

(e) The Company will notify such Selling Stockholders who are included in a Registration Statement as promptly as reasonably practicable: (i)(A) when a Prospectus or any prospectus supplement or post-effective amendment to a Registration Statement in which such Selling Stockholder is included has been filed; (B) when the Commission notifies the Company whether there will be a “review” of the applicable Registration Statement and whenever the

Commission comments in writing on such Registration Statement (in which case the Company shall provide true and complete copies thereof and all written responses thereto to each of such Selling Stockholders that pertain to such Selling Stockholders as selling stockholders); and (C) with respect to each applicable Registration Statement or any post-effective amendment thereto, when the same has been declared effective; (ii) of any request by the Commission or any other federal or state governmental authority for amendments or supplements to such Registration Statement or Prospectus or for additional information that pertains to such Selling Stockholders as sellers of Registrable Securities; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of such Registration Statement covering any or all of the Registrable Securities or the initiation of any Proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction, or the initiation or threatening of any Proceeding for such purpose; and (v) of the occurrence of any event or passage of time that makes any statement made in such Registration Statement or Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires any revisions to such Registration Statement, Prospectus or other documents so that, in the case of such Registration Statement or the Prospectus, as the case may be, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading ( provided , however , that no notice by the Company shall be required pursuant to this clause (v) in the event that the Company either promptly files a prospectus supplement to update the Prospectus or a Form 8-K or other appropriate Exchange Act report that is incorporated by reference into the Registration Statement, which in either case, contains the requisite information that results in such Registration Statement no longer containing any untrue statement of material fact or omitting to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading).

(f) The Company will use commercially reasonable efforts to avoid the issuance of or, if issued, obtain the withdrawal of (i) any order suspending the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, as promptly as reasonably practicable, or if any such order or suspension is made effective during any Blackout Period or Suspension Period, as promptly as reasonably practicable after such Blackout Period or Suspension Period is over.

(g) During the Effectiveness Period, the Company will furnish to each Selling Stockholder, without charge, at least one conformed copy of each Registration Statement and each amendment thereto and all exhibits to the extent requested by such Selling Stockholder (including those incorporated by reference) promptly after the filing of such documents with the Commission; provided , however , that the Company will not have any obligation to provide any document pursuant to this clause that is available on the Commission’s EDGAR system.

(h) The Company will promptly deliver to each Selling Stockholder, without charge, as many copies of each Prospectus or Prospectuses (including each form of prospectus) authorized by the Company for use and each amendment or supplement thereto as such Selling Stockholder may reasonably request during the Effectiveness Period. Subject to the terms of this Agreement, including Section 3(o) , the Company consents to the use of such Prospectus and each amendment or supplement thereto by each of the Selling Stockholders in connection with the offering and sale of the Registrable Securities covered by such Prospectus and any amendment or supplement thereto.

(i) The Company will cooperate with such Selling Stockholders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates shall be free of all restrictive legends indicating that the Registrable Securities are unregistered or unqualified for resale under the Securities Act, Exchange Act or other applicable securities laws, and to enable such Registrable Securities to be in such denominations and registered in such names as any such Selling Stockholder may request in writing. In connection therewith, if required by the Company’s transfer agent, the Company will promptly, after the Effective Date of the Registration Statement, cause an opinion of counsel as to the effectiveness of the Registration Statement to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by the transfer agent which authorize and direct the transfer agent to issue such Registrable Securities without any such legend upon sale by the Selling Stockholder of such Registrable Securities under the Registration Statement.

(j) Upon the occurrence of any event contemplated by Section 3(e)(v) , as promptly as reasonably practicable, the Company will prepare a supplement or amendment, including a post-effective amendment, if required by applicable law, to the affected Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be incorporated therein by reference, and file any other required document so that, as thereafter delivered, no Registration Statement nor any Prospectus will contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(k) In connection with any Requested Underwritten Offering, the Company will use commercially reasonable efforts to cause appropriate officers and employees to be available, on a customary basis and upon reasonable notice, to meet with prospective investors in presentations, meetings and “road shows.”

(l) With respect to Underwritten Offerings, (i) the right of any Selling Stockholder to include such Selling Stockholder’s Registrable Securities in an Underwritten Offering shall be conditioned upon such Selling Stockholder’s participation in such underwriting and the inclusion of such Selling Stockholder’s Registrable Securities in the underwriting to the extent provided herein, (ii) each Selling Stockholder participating in such Underwritten Offering agrees to enter into an underwriting agreement in customary form and sell such Selling Stockholder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled to select the managing underwriter or managing underwriters hereunder and (iii) each Selling Stockholder participating in such Underwritten Offering agrees to complete and execute all questionnaires, powers of attorney, indemnities, custody agreements, lock-ups, “hold back” agreements, and other documents reasonably required under the terms of such underwriting arrangements. The Company hereby agrees with each Selling Stockholder that, in connection with any Underwritten Offering in accordance with the terms hereof, it will negotiate in good faith and execute all customary indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, including using all commercially reasonable efforts to procure customary legal opinions, auditor “comfort” letters and reports of independent petroleum engineers of the Company relating to the oil and gas reserves of the Company included in the Registration Statement if the Company has had its reserves prepared, audited or reviewed by an independent petroleum engineer. In the event such Selling Stockholders seek to complete an Underwritten Offering, for a reasonable period prior to the filing of any Registration Statement and throughout the Effectiveness Period, the Company will make available upon reasonable notice at the Company’s principal place of business or such other reasonable place for inspection during normal business hours by the managing underwriter

or managing underwriters selected in accordance with this Section 3(l) such financial and other information and books and records of the Company (collectively, the “ Records ”), and cause the officers, employees, counsel and independent certified public accountants of the Company to respond to such inquiries, as shall be reasonably necessary (and in the case of counsel, not violate an attorney-client privilege in such counsel’s reasonable belief) to conduct a reasonable investigation within the meaning of Section 11 of the Securities Act; provided , however , that, unless the disclosure of such Records is necessary to avoid or correct a misstatement or omission in the Registration Statement or the release of such Records is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, the Company shall not be required to provide any Records under this Section 3(l) if (i) the Company believes, after consultation with counsel for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such Records, or (ii) if either (A) the Company has requested and been granted from the Commission confidential treatment of such Records contained in any filing with the Commission or documents provided supplementally or otherwise or (B) the Company reasonably determines in good faith that such Records are confidential and so notifies the Person so inspecting in writing, unless prior to furnishing any such Records with respect to clause (ii) such Person requesting such Records agrees to enter into a confidentiality agreement in customary form and subject to customary exceptions; and provided , further , that each Party agrees that it shall, upon learning that disclosure of such Records is sought in a court of competent jurisdiction, give notice to the Company and allow the Company, at its expense, to undertake appropriate action and to prevent disclosure of the Records deemed confidential.

(m) Each Selling Stockholder agrees to furnish to the Company any other information regarding the Selling Stockholder and the distribution of such securities as the Company reasonably determines is required to be included in any Registration Statement or any prospectus or prospectus supplement relating to an Underwritten Offering.

(n) Notwithstanding any other provision of this Agreement, the Company shall not be required to file a Registration Statement (or any amendment thereto) or effect a Requested Underwritten Offering (or, if the Company has filed a Shelf Registration Statement and has included Registrable Securities therein, the Company shall be entitled to suspend the offer and sale of Registrable Securities pursuant to such Registration Statement) for a period of up to 60 days, if (A) the Board determines that a postponement is in the best interest of the Company and its stockholders generally due to a pending transaction involving the Company (including a pending securities offering by the Company, or any proposed financing, acquisition, merger, tender offer, business combination, corporate reorganization, consolidation or other significant transaction involving the Company), (B) the Board determines such registration would render the Company unable to comply with applicable securities laws, (C) the Board determines such registration would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential, or (D) audited financial statements as of a date other than the fiscal year end of the Company would be required to be prepared (any such period, a “ Blackout Period ”); provided , however , that in no event shall any Blackout Period together with any Suspension Period collectively exceed an aggregate of 120 days in any 12 month period. In addition, if the Company receives a Demand Notice and the Company is then in the process of preparing to engage in a public offering, the Company shall inform the Initiating Holder of the Company’s intent to engage in a public offering and may require the Initiating Holder to withdraw the Demand Notice for a period of up to one hundred twenty (120) days so that the Company may complete its public offering. In the event that the Company ceases to pursue such public offering, it shall promptly inform the Initiating Holder, and the Initiating Holder shall be permitted to submit a new Demand Notice.

(o) Discontinued Disposition . Each Selling Stockholder agrees that, upon receipt of a notice from the Company of the occurrence of any event of the kind described in clauses (ii) through (v) of Section 3(e) , such Selling Stockholder will forthwith discontinue disposition of such Registrable Securities under the Registration Statement until such Selling Stockholder’s receipt of the copies of the supplemental Prospectus or amended Registration Statement as contemplated by Section 3(j) or until it is advised in writing by the Company that the use of the applicable Prospectus may be resumed, and, in either case, has received copies of any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such Prospectus or Registration Statement (a “ Suspension Period ”). During any Suspension Period, if so directed by the Company, such Selling Stockholder must deliver to the Company all copies in its possession, other than permanent file copies then in the Selling Stockholder’s possession, of the Prospectus covering such Registrable Shares current at the time of receipt of such notice, and shall keep the information contained in such, as well as any knowledge related to the reason for the Suspension Period, confidential. The Company may provide appropriate stop orders to enforce the provisions of this Section 3(o) .

(p) Except as otherwise specifically provided in this Agreement, in all offerings of the Company’s securities the Company shall have sole discretion to select the underwriters.

4. No Inconsistent Agreements . With the exception of the Senior Notes Registration Rights Agreement, the Company shall not hereafter enter into, and is not currently a party to, any agreement with respect to its securities that is inconsistent in any material respect with the rights granted to the Parties by this Agreement.

5. Registration Expenses . All Registration Expenses incident to the Company’s performance of or compliance with its obligations under this Agreement shall be borne by the Company, whether or not any Registrable Securities are sold pursuant to a Registration Statement. In addition, the Company shall be responsible for all of its expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including expenses payable to third parties and including all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on the Trading Market. The Company shall not be required to pay any Selling Expenses, fees of any counsel retained by any underwriter with respect to any Requested Underwritten Offering, or any other expenses of the Parties (other than the Company) not specifically required to be paid pursuant to this Section 5 .

6. Indemnification .

(a) The Company shall indemnify and hold harmless each Selling Stockholder whose Registrable Securities are covered by a Registration Statement, each Person who controls such Selling Stockholder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and each of their respective officers and directors and any agent thereof (collectively, “ Selling Stockholder Indemnified Persons ”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, joint or several, costs (including reasonable costs of preparation and reasonable attorneys’ fees) and expenses, judgments, fines, penalties, interest, settlements or other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which any Selling Stockholder Indemnified Person may be involved, or is threatened to be involved, as a party or otherwise, under the Securities Act or otherwise (collectively, “ Losses ”), as incurred, arising out of or relating to any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which any Registrable Securities of such Selling

Stockholder were registered, in any related preliminary prospectus (if the Company authorized the use of such preliminary prospectus prior to the Effective Date), or in any related summary or final prospectus or free writing prospectus (if such free writing prospectus was authorized for use by the Company) or in any amendment or supplement thereto (if used during the period the Company is required to keep the Registration Statement current), or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading; provided , however , that the Company shall not be liable to any Selling Stockholder Indemnified Person to the extent that any such claim arises out of, is based upon or results from: (i) an untrue or alleged untrue statement or omission or alleged omission made in such Registration Statement, such preliminary, summary or final prospectus or free writing prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Selling Stockholder Indemnified Person or any underwriter specifically for use in the preparation thereof; or (ii) any sales by a Selling Stockholder after the delivery by the Company to such Selling Stockholder of written notice of a Suspension Period and before the written confirmation by the Company that sales may be resumed. The Company shall notify the Selling Stockholders promptly of the institution, threat or assertion of any Proceeding of which the Company is aware in connection with the transactions contemplated by this Agreement. This indemnity shall be in addition to any liability the Company may otherwise have.

(b) In connection with any Registration Statement in which a Selling Stockholder participates, all such participating Selling Stockholders shall, severally and not jointly, indemnify and hold harmless the Company, each Person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and each of their respective officers, directors and any agent thereof to the fullest extent permitted by applicable law, from and against any and all Losses as incurred, arising out of or relating to (i) any untrue or alleged untrue statement of a material fact contained in any such Registration Statement, in any preliminary prospectus (if used prior to the Effective Date of such Registration Statement), or in any summary or final prospectus or free writing prospectus or in any amendment or supplement thereto (if used during the period the Company is required to keep the Registration Statement current), or arising out of, based upon or resulting from the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances in which they were made, not misleading, but only to the extent that the same are made in reliance and in conformity with information relating to the Selling Stockholder furnished in writing to the Company by or on behalf of such Selling Stockholder for use therein and (ii) any sales by such Selling Stockholders after the delivery by the Company to such Selling Stockholders of written notice of a Suspension Period and before the written confirmation by the Company that sales may be resumed. This indemnity shall be in addition to any liability such Selling Stockholder may otherwise have. In no event shall the liability of any Selling Stockholder hereunder be greater in amount than the dollar amount of the proceeds received by such Selling Stockholder under the sale of the Registrable Securities giving rise to such indemnification obligation.

(c) Any Person entitled to indemnification hereunder shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim or there may be reasonable defenses available to the indemnified party that are different from or additional to those available to the indemnifying party, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. An indemnifying

party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel (in addition to any local counsel) for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party there may be one or more legal or equitable defenses available to such indemnified party that are in addition to or may conflict with those available to another indemnified party with respect to such claim. The delay or failure to give prompt written notice shall not release the indemnifying party from its obligations hereunder except to the extent that the indemnifying party has been prejudiced by such delay or failure. An indemnifying party shall not be liable for any settlement effected by the indemnified party without the written consent of such indemnifying party.

(d) If the indemnification provided for in this Section 6 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any Losses referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such Losses in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other, in connection with the untrue or alleged untrue statement of a material fact or the omission to state a material fact that resulted in such Losses, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by a court of law by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission; provided , however , that in no event shall any contribution by a Selling Stockholder hereunder exceed the net proceeds from the offering received by such Selling Stockholder.

7. Facilitation of Sales Pursuant to Rule 144 . For so long as the Company is subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act, the Company shall (i) timely file the reports required to be filed by it under the Exchange Act or the Securities Act (including the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1) of Rule 144), and (ii) take such further action as any Holder may reasonably request, all to the extent required from time to time to enable the Holders to sell Registrable Securities without registration under the Securities Act within the limitations of the exemption provided by Rule 144. Upon the request of any Holder in connection with that Holder’s sale pursuant to Rule 144, the Company shall deliver to such Holder a written statement as to whether it has complied with such requirements.

8. Duration of Agreement . The Company shall have no further obligations pursuant to this Agreement on the first date no Registrable Shares are outstanding after their original issuance; provided , however , that the Company’s and any Selling Stockholder’s obligations under Section 6 shall survive such termination. Eclipse Holdings shall cease to be a Party to this Agreement and have no further rights hereunder on the date on which it no longer holds Registrable Securities, and each Party (other than Eclipse Holdings and the Company) shall cease to be a Party to this Agreement and shall have no further rights hereunder on the date on which neither Eclipse Holdings nor such Party holds Registrable Securities.

9. Miscellaneous .

(a) Remedies . In the event of a breach by the Company of any of its obligations under this Agreement, each Holder, in addition to being entitled to exercise all rights granted by

law and under this Agreement, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not provide adequate compensation for any losses incurred by reason of a breach by it of any of the provisions of this Agreement and further agrees that, in the event of any action for specific performance in respect of such breach, it shall waive the defense that a remedy at law would be adequate.

(b) Amendments and Waivers . No provision of this Agreement may be waived or amended except in a written instrument signed by the Parties. The Company shall provide prior notice to all Parties of any proposed waiver or amendment. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of any Party to exercise any right hereunder in any manner impair the exercise of any such right. Notwithstanding the foregoing, a waiver or consent to depart from the provisions of this Agreement with respect to a matter that relates exclusively to the rights of Selling Stockholders whose Registrable Securities are being sold pursuant to a Registration Statement and that does not materially adversely affect the rights of other Parties may be given by Selling Stockholders selling of a majority of the Registrable Securities being sold pursuant to such Registration Statement.

(c) Notices . Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Section 9(c) prior to 5:00 p.m. Central Time on a Business Day, (ii) the Business Day after the date of transmission, if such notice or communication is delivered via facsimile or electronic mail as specified in this Agreement later than 5:00 p.m. Central Time on any date and earlier than 11:59 p.m. Central Time on such date, (iii) the Business Day following the date of mailing, if sent by nationally recognized overnight courier service, (iv) the date of delivery, if delivered personally, or (v) upon actual receipt by the Party to whom such notice is required to be given. The contact information for such notices and communications shall be as set forth on the signature pages hereto (or as any such party may designate by written notice to the other parties in accordance with this Section 9(c) ).

(d) Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the Parties and their respective heirs, executors, administrators, successors, legal representatives and permitted assigns. Except as provided in this Section 9(d) , this Agreement, and any rights or obligations hereunder, may not be assigned without the prior written consent of the Company. Notwithstanding anything in the foregoing to the contrary, the registration rights of Eclipse Holdings or any EnCap Party pursuant to this Agreement with respect to all or any portion of its Registrable Securities may be assigned without such consent (but only with all related obligations) with respect to such Registrable Securities by such Party to a transferee of such Registrable Securities; provided (i) the Company is, within a reasonable time after such transfer, furnished with written notice of the name and address of such transferee or assignee and the Registrable Securities with respect to which such registration rights are being assigned and (ii) such transferee or assignee agrees in writing to be bound by and subject to the terms set forth in this Agreement. The Company may not assign its rights or obligations hereunder without the prior written consent of the Holders.

(e) No Third Party Beneficiaries . Nothing in this Agreement, whether express or implied, shall be construed to give any Person, other than the parties hereto or their respective successors and permitted assigns, any legal or equitable right, remedy, claim or benefit under or in respect of this Agreement.

(f) Execution and Counterparts . This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same Agreement. In the event that any signature is delivered by facsimile or electronic mail transmission, such signature shall create a valid binding obligation of the Party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such signature delivered by facsimile or electronic mail transmission were the original thereof.

(g) Governing Law; Consent to Jurisdiction; Waiver of Jury Trial . This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect to its choice of law or conflict of law provisions or rules. Each of the Parties irrevocably submits to the exclusive jurisdiction of the courts of the State of Delaware and the United States District Court for the District of Delaware for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Agreement and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each Party anywhere in the world by the same methods as are specified for the giving of notices under this Agreement. Each of the Parties irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. Each of the Parties agrees that a judgment in any such suit, action or proceeding may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS AGREEMENT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

(h) Cumulative Remedies . The remedies provided herein are cumulative and not exclusive of any remedies provided by law.

(i) Headings . The section and paragraph headings contained in this Agreement are for reference purposes only and should not affect in any way the meaning or interpretation of this Agreement.

(j) Severability . If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the Parties shall use their reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the Parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.

(k) Entire Agreement . This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous contracts, agreements and understandings with respect to the subject matter hereof and the matters addressed or governed hereby, whether oral or written.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF , the Parties have executed this Agreement as of the date first written above.


ECLIPSE RESOURCES CORPORATION

By:
Name:		Benjamin W. Hulburt
Title:		President and Chief Executive Officer



*Information for Notice* :
Eclipse Resources Corporation
2121 Old Gatesburg Road, Suite 110
State College, Pennsylvania 16803
Attention: General Counsel
Fax: (480) 393-4565
Electronic mail: chulburt@eclipseresouces.com

With a copy to:

Fulbright & Jaworski LLP
(a member of Norton Rose Fulbright)
2200 Ross Avenue, Suite 2800
Dallas, Texas 75201
Attention: Glen J. Hettinger
Fax: (214) 855-8000
Electronic mail: glen.hettinger@nortonrosefulbright.com



ECLIPSE HOLDINGS, L.P.

By:		Eclipse Holdings GP, LLC,
		General Partner of Eclipse Holdings, L.P.

By:
Name:		Benjamin W. Hulburt
Title:		President and Chief Executive Officer



*Information for Notice* :
Eclipse Holdings, L.P.
2121 Old Gatesburg Road, Suite 110
State College, Pennsylvania 16803
Attention: Board of Managers
Fax: (480) 393-4565 e-mail: bhulburt@eclipseresources.com

[Registration Rights Agreement – Eclipse Resources Corporation]


ENCAP ENERGY CAPITAL FUND VIII, L.P.

By:		EnCap Equity Fund VIII GP, L.P.,
		General Partner of EnCap Energy Capital Fund VIII, L.P.

By:		EnCap Investments L.P.,
		General Partner of EnCap Equity Fund VIII GP, L.P.

By:		EnCap Investments GP, L.L.C.,
		General Partner of EnCap Investments L.P.

By:
Name:		D. Martin Phillips
Title:		Managing Partner



*Information for Notice* :
c/o EnCap Investments L.P.
1100 Louisiana, Suite 4900
Houston, Texas 77002
Attention: Mark E. Burroughs, Jr.
Fax: (713) 659-6130
Electronic mail: mburroughs@encapinvestments.com

With a copy to:

Thompson & Knight LLP
333 Clay Street, Suite 3300
Houston, Texas 77002
Attention: Michael K. Pierce
Fax: (832) 397-8049
Electronic mail: michael.pierce@tklaw.com

[Registration Rights Agreement – Eclipse Resources Corporation]


ENCAP ENERGY CAPITAL FUND VIII CO-INVESTORS, L.P.

By:		EnCap Equity Fund VIII GP, L.P.,
		General Partner of EnCap Energy Capital Fund VIII Co- Investors, L.P.

By:		EnCap Investments L.P.,
		General Partner of EnCap Equity Fund VIII GP, L.P.

By:		EnCap Investments GP, L.L.C.,
		General Partner of EnCap Investments L.P.

By:
Name:		D. Martin Phillips
Title:		Managing Partner



*Information for Notice* :
c/o EnCap Investments L.P.
1100 Louisiana, Suite 4900
Houston, Texas 77002
Attention: Mark E. Burroughs, Jr.
Fax: (713) 659-6130
Electronic mail: mburroughs@encapinvestments.com

With a copy to:

Thompson & Knight LLP
333 Clay Street, Suite 3300
Houston, Texas 77002
Attention: Michael K. Pierce
Fax: (832) 397-8049
Electronic mail: michael.pierce@tklaw.com

[Registration Rights Agreement – Eclipse Resources Corporation]


ENCAP ENERGY CAPITAL FUND IX, L.P.

By:		EnCap Equity Fund IX GP, L.P.,
		General Partner of EnCap Energy Capital Fund IX, L.P.

By:		EnCap Investments L.P.,
		General Partner of EnCap Equity Fund IX GP, L.P.

By:		EnCap Investments GP, L.L.C.,
		General Partner of EnCap Investments L.P.

By:
Name:		D. Martin Phillips
Title:		Managing Partner



*Information for Notice* :
c/o EnCap Investments L.P.
1100 Louisiana, Suite 4900
Houston, Texas 77002
Attention: Mark E. Burroughs, Jr.
Fax: (713) 659-6130
Electronic mail: mburroughs@encapinvestments.com
With a copy to:
Thompson & Knight LLP
333 Clay Street, Suite 3300
Houston, Texas 77002
Attention: Michael K. Pierce
Fax: (832) 397-8049
Electronic mail: michael.pierce@tklaw.com

[Registration Rights Agreement – Eclipse Resources Corporation]


THE HULBURT FAMILY II LIMITED PARTNERSHIP

By:		BWH Management Company II, LLC,
		General Partner of The Hulburt Family II Limited Partnership

By:
Name:		Benjamin W. Hulburt
Title:		Manager



*Information for Notice* :
c/o Eclipse Resources Corporation
2121 Old Gatesburg Road, Suite 110
State College, Pennsylvania 16803
Attention: Benjamin W. Hulburt
Fax: (480) 393-4565 e-mail: bhulburt@eclipseresources.com

CKH PARTNERS II, L.P.

By:		CKH Management Company II, LLC
		General Partner of CKH Partners II, L.P.

By:
Name:		Christopher K. Hulburt
Title:		Manager



*Information for Notice* :
c/o Eclipse Resources Corporation
2121 Old Gatesburg Road, Suite 110
State College, Pennsylvania 16803
Attention: Christopher K. Hulburt
Fax: (480) 393-4565 e-mail: chulburt@eclipseresources.com

[Registration Rights Agreement – Eclipse Resources Corporation]


KIRKWOOD CAPITAL, L.P.

By:		Mountaineer Ventures, LLC,
		General Partner of Kirkwood Capital, L.P.

By:
Name:		Thomas S. Liberatore
Title:		Manager



*Information for Notice* :
c/o Eclipse Resources Corporation
2121 Old Gatesburg Road, Suite 110
State College, Pennsylvania 16803
Attention: Thomas S. Liberatore
Fax: (480) 393-4565 e-mail: tliberatore@eclipseresources.com

ECLIPSE MANAGEMENT, L.P.

By:		Eclipse Management GP, LLC,
		General Partner of Eclipse Management, L.P.

By:
Name:		Benjamin W. Hulburt
Title:		President and Chief Executive Officer



*Information for Notice* :
c/o Eclipse Resources Corporation
2121 Old Gatesburg Road, Suite 110
State College, Pennsylvania 16803
Attention: Benjamin W. Hulburt
Fax: (480) 393-4565 e-mail: bhulburt@eclipseresources.com

[Registration Rights Agreement – Eclipse Resources Corporation]

Exhibit 10.8

FORM OF STOCKHOLDERS AGREEMENT

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 the EnCap Funds, the “ Principal Stockholders ”).

RECITALS

WHEREAS, the Company is currently contemplating an underwritten public offering (the “ IPO ”) of shares of Common Stock (as defined below); and

WHEREAS, in connection with the completion of the IPO, the Company and the Principal Stockholders wish to set forth certain understandings among such parties, including with respect to certain corporate governance matters.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Certain Definitions . As used in this Agreement, the following terms shall have the following meanings:

“ Affiliate ” of a specified Person is a Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, the Person specified; provided , that no stockholder of the Company shall be deemed an Affiliate of any other stockholder of the Company solely by reason of an investment in the Company.

“ Agreement ” has the meaning set forth in the preamble to this Agreement.

“ Beneficial Owner ” of a security is a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares (i) voting power, which includes the power to vote, or to direct the voting of, such security, and/or (ii) investment power, which includes the power to dispose, or to direct the disposition of, such security. The terms “ Beneficially Own ” and “ Beneficial Ownership ” shall have correlative meanings.

“ Board ” means the Board of Directors of the Company.

“ CKH Partners ” has the meaning set forth in the preamble to this Agreement.

“ Common Stock ” means the common stock, par value $0.01 per share, of the Company.

“ Company ” has the meaning set forth in the preamble to this Agreement.

“ Control ” (including the terms “ Controlling ,” “ Controlled by ” and “ under common Control with ”) means the possession, direct or indirect, of the power to (a) direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise or (b) vote 10% or more of the securities having ordinary voting power for the election of directors of a Person.

“ Eclipse Holdings ” has the meaning set forth in the preamble to this Agreement.

“ Eclipse Management ” has the meaning set forth in the preamble to this Agreement.

“ EnCap VIII ” has the meaning set forth in the preamble to this Agreement.

“ EnCap VIII Co-Invest ” has the meaning set forth in the preamble to this Agreement.

“ EnCap IX ” has the meaning set forth in the preamble to this Agreement.

“ EnCap Directors ” has the meaning set forth in Section 2.1(a)(iii) of this Agreement.

“ EnCap Entities ” means the EnCap Funds and their respective Affiliates.

“ EnCap Funds ” has the meaning set forth in the preamble to this Agreement.

“ Equity Securities ” means any equity securities of the Company or any options, warrants or other securities that are directly or indirectly convertible into, or exercisable or exchangeable for, any equity securities of the Company.

“ Hulburt Family II ” has the meaning set forth in the preamble to this Agreement.

“ IPO ” has the meaning set forth in the recitals to this Agreement.

“ Kirkwood ” has the meaning set forth in the preamble to this Agreement.

“ Necessary Action ” shall mean, with respect to a specified result, all actions (to the extent such actions are permitted by applicable law and applicable stock exchange or stock market rules and, in the case of any action by the Company that requires a vote or other action on the part of the Board, to the extent such action is consistent with the fiduciary duties that the Company’s directors may have in such capacity) necessary to cause such result including, but not limited to: (i) the inclusion of an individual in the slate of nominees to the Board recommended to the stockholders of the Company; (ii) soliciting proxies or consents in favor of the election of an individual to the Board; (iii) voting (whether at an annual or special meeting) or providing a written consent or proxy with respect to shares of Common Stock; (iv) calling or attending meetings in person or by proxy for the purposes of obtaining quorum and causing the adoption of stockholders’ resolutions and amendments to the organizational documents of the Company; (v) causing members of the Board to act in a certain manner or causing them to be removed in the event they do not act in such a manner; (vi) executing agreements and instruments; and (vii) making or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.

“ Person ” means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, any court, administrative agency, regulatory body, commission or other governmental authority, board, bureau or instrumentality, domestic or foreign and any subdivision thereof or other entity, and also includes any managed investment account.

“ Principal Stockholders ” has the meaning set forth in the preamble to this Agreement.

“ Proceeding ” has the meaning set forth in Section 4.7 of this Agreement.

“ Selected Courts ” has the meaning set forth in Section 4.7 of this Agreement.

1.2 Rules of Construction . Unless the context otherwise requires:

(a) References in the singular or to “him,” “her,” “it,” “itself” or other like references, and references in the plural or the feminine or masculine reference, as the case may be, shall also, when the context so requires, be deemed to include the plural or singular, or the masculine or feminine reference, as the case may be;

(b) References to Articles and Sections shall refer to articles and sections of this Agreement, unless otherwise specified;

(c) The headings in this Agreement are for convenience and identification only and are not intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision thereof;

(d) This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party that drafted and caused this Agreement to be drafted; and

(e) References to “including” in this Agreement shall mean “including, without limitation,” whether or not so specified.

ARTICLE 2

GOVERNANCE MATTERS

2.1 Board of Directors .

(a) The Company and the Principal Stockholders shall take all Necessary Action to cause the Board to include the following members:

(i) Benjamin W. Hulburt, for so long as he serves as President and Chief Executive Officer of the Company;

(ii) Christopher K. Hulburt, for so long as he serves as the Executive Vice President, Secretary and General Counsel of the Company; and

(iii) Up to five persons designated by the EnCap Funds (the “ EnCap Directors ”); provided , that the number of members that the EnCap Funds shall have the right to designate shall not exceed the product of the total number of current seats on the Board multiplied by the percentage of outstanding shares of Common Stock then Beneficially Owned by the EnCap Entities, rounded to the nearest whole number. The “percentage of outstanding shares of Common Stock then Beneficially Owned by the EnCap Entities,” as such phrase is used in the preceding sentence, shall be deemed to not

exceed the lowest percentage of outstanding shares of Common Stock Beneficially Owned by the EnCap Entities as of any date following the date of this Agreement. In the event that the number of members of the Board the EnCap Funds have the right to designate pursuant to this Section 2.1(a) shall be less than the current number of sitting board members designated by the EnCap Funds, any such excess sitting board member shall tender his or her resignation to the Board. The EnCap Funds hereby initially designate D. Martin Phillips, Robert L. Zorich, Douglas E. Swanson, Jr. and Mark E. Burroughs, Jr. to serve as their director designees pursuant to this Section 2.1(a)(iii) .

(b) The Company and the Principal Stockholders shall take all Necessary Action to cause Benjamin W. Hulburt to be elected Chairman of the Board.

(c) So long as the EnCap Entities Beneficially Own at least 50% or more of the outstanding shares of Common Stock, unless the EnCap Funds elect otherwise, the Company and the Principal Stockholders shall take all Necessary Action to cause at least one EnCap Director (as is selected by the EnCap Funds from among the current EnCap Directors) to be a member of each committee of the Board (subject to any requirements imposed by law or by the rules of any national securities exchange on which the Common Stock may be listed or traded).

(d) So long as the EnCap Funds are entitled to designate one or more individuals to serve on the Board pursuant to Section 2.1(a)(iii) , the EnCap Funds shall have the right to remove such person (with or without cause), from time to time and at any time, from the Board, exercisable upon written notice to the Company and the Principal Stockholders, and the Company and the Principal Stockholders shall take all Necessary Action to cause such removal.

(e) In connection with the required resignation of any director designated by the EnCap Funds pursuant to this Section 2.1 , such director may tender his resignation in advance of the date on which such resignation is required pursuant to this Section 2.1 and the Board shall have the right to decline to accept such resignation, in which case such director shall continue to serve on the Board until the earlier of his subsequent resignation, death, disability or removal. Notwithstanding the foregoing, any director designated by the EnCap Funds may elect to have his resignation be effective immediately upon tender.

(f) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal of a director designated by the EnCap Funds, the EnCap Funds shall be entitled to designate an individual to fill the vacancy created by such death, disability, resignation or removal so long as the total number of persons that will serve on the Board as designees of the EnCap Funds following the filling of such vacancy will not exceed the total amount of persons the EnCap Funds are entitled to designate pursuant to this Section 2.1 on the date of such replacement designation. The Company and the Principal Stockholders shall take all Necessary Action to cause such replacement designee to become a member of the Board.

(g) In the event the size of the Board is increased or decreased at any time, the number of directors of the Board subject to designation by the EnCap Funds pursuant to Section 2.1(a)(iii) following such increase or decrease shall equal the product of the total number of seats on the increased or decreased Board multiplied by the percentage of seats on the Board subject to the EnCap Funds’ designation rights pursuant to Section 2.1(a)(iii) immediately prior to such increase or decrease, rounded to the nearest whole number.

2.2 Other Matters Subject to Stockholder Vote . Subject to Section 2.1 , each Principal Stockholder shall be entitled to instruct Eclipse Holdings to vote, in such Principal Stockholder’s sole discretion, the number of shares of Common Stock held by Eclipse Holdings as of the applicable voting record date that such Principal Stockholder would receive pursuant to the terms of the limited partnership agreement of Eclipse Holdings following the complete distribution on such record date of the shares of Common Stock held by Eclipse Holdings on such record date. Subject to Section 2.1 , following any actual distribution of shares of Common Stock by Eclipse Holdings, each Principal Stockholder shall be entitled to vote such distributed shares of Common Stock in such Principal Stockholder’s sole discretion.

2.3 Certain Restrictions . No Principal Stockholder shall grant any proxy or enter into or agree to be bound by any voting trust, agreement or arrangement of any kind with respect to its shares of Common Stock or Equity Securities if and to the extent the terms thereof conflict with the provisions of this Agreement (whether or not such proxy, voting trust, agreement or arrangements are with other Principal Stockholders, holders of shares of Common Stock or Equity Securities that are not parties to this Agreement or otherwise). Each Principal Stockholder agrees to cause a transferee of its shares of Common Stock that is an Affiliate of such Principal Stockholder to become a party to this Agreement. Following such transfer, such transferee shall be considered a Principal Stockholder.

2.4 Reimbursement of Expenses . The Company shall reimburse each director designated pursuant to Section 2.1 for all reasonable and documented out-of-pocket expenses incurred in connection with such director’s participation in the meetings of the Board or any committee of the Board, including all reasonable and documented travel, lodging and meal expenses.

2.5 D&O Insurance. The Company shall use its best efforts to maintain in effect at all times directors and officers indemnity insurance coverage reasonably satisfactory to the Board.

ARTICLE 3

EFFECTIVENESS AND TERMINATION

3.1 Effectiveness . Upon the closing of the IPO, this Agreement shall thereupon be deemed to be effective. However, to the extent the closing of the IPO does not occur, the provisions of this Agreement shall be without any force or effect.

3.2 Termination . This Agreement shall terminate upon the earlier to occur of (a) such time as none of the Principal Stockholders Beneficially Own any shares of Common Stock, (b) such time as the EnCap Funds are no longer entitled to designate members of the board of directors pursuant to Section 2.1 , and (c) the delivery of written notice to the Company by all of the Principal Stockholders, requesting the termination of this Agreement. Further, at such time as a particular Principal Stockholder no longer Beneficially Owns any shares of Common Stock, all rights and obligations of such Principal Stockholder under this Agreement shall terminate.

ARTICLE 4

MISCELLANEOUS

4.1 Notices . All notices, requests, consents and other communications hereunder to any party shall be in writing and shall be personally delivered, sent by nationally recognized overnight courier or mailed by registered or certified mail to such party at the address set forth below (or such other address as shall be specified by like notice). Notices will be deemed to have been given hereunder when personally delivered, one calendar day after deposit with a nationally recognized overnight courier and five calendar days after deposit in U.S. mail.

(a)

if to the Company, to:

Eclipse Resources Corporation

2121 Old Gatesburg Road, Suite 110

State College, Pennsylvania 16803

Attention: General Counsel

(b)

if to the EnCap Funds, to:

EnCap Energy Capital Fund VIII, L.P.

EnCap Energy Capital Fund VIII Co-Investors, L.P.

EnCap Energy Capital Fund IX, L.P.

c/o EnCap Investments L.P.

1100 Louisiana Street, Suite 4900

Houston, Texas 77002

Attention: Mark E. Burroughs, Jr.

(c)

if to the Principal Stockholders (other than the EnCap Funds), to:

c/o Eclipse Resources Corporation

2121 Old Gatesburg Road, Suite 110

State College, Pennsylvania 16803

4.2 Severability . The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any Person or any circumstance, is found to be invalid or unenforceable in any jurisdiction, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

4.3 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall be considered one and the same agreement.

4.4 Entire Agreement; No Third Party Beneficiaries . This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunder.

4.5 Further Assurances . Each party shall execute, deliver, acknowledge and file such other documents and take such further actions as may be reasonably requested from time to time by the other parties hereto to give effect to and carry out the transactions contemplated herein.

4.6 Governing Law; Equitable Remedies . THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF). The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with its specific terms or was otherwise breached. It is

accordingly agreed that the parties hereto shall be entitled to an injunction or injunctions and other equitable remedies to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any of the Selected Courts (as defined below), this being in addition to any other remedy to which they are entitled at law or in equity. Any requirements for the securing or posting of any bond with respect to such remedy are hereby waived by each of the parties hereto. Each party further agrees that, in the event of any action for an injunction or other equitable remedy in respect of such breach or enforcement of specific performance, it will not assert the defense that a remedy at law would be adequate.

4.7 Consent to Jurisdiction . With respect to any suit, action or proceeding (“ Proceeding ”) arising out of or relating to this Agreement, each of the parties hereto hereby irrevocably (a) submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and the United States District Court for the District of Delaware and the appellate courts therefrom (the “ Selected Courts ”) and waives any objection to venue being laid in the Selected Courts whether based on the grounds of forum non conveniens or otherwise and hereby agrees not to commence any such Proceeding other than before one of the Selected Courts; provided , however , that a party may commence any Proceeding in a court other than a Selected Court solely for the purpose of enforcing an order or judgment issued by one of the Selected Courts; (b) consents to service of process in any Proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, or by recognized international express carrier or delivery service, to the Company or the Principal Stockholders at their respective addresses referred to in Section 4.1 hereof; provided , however , that nothing herein shall affect the right of any party hereto to serve process in any other manner permitted by law; and (c) TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, WAIVES, AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, AND AGREES THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE THE RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT AND TO HAVE ALL MATTERS RELATING TO THIS AGREEMENT BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

4.8 Amendments; Waivers .

(a) No provision of this Agreement may be amended or waived unless such amendment or waiver is in writing and signed, in the case of an amendment, by each of the parties hereto, or in the case of a waiver, by each of the parties against whom the waiver is to be effective.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

4.9 Assignment . Neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties; provided , however , that the EnCap Funds may assign any of its respective rights hereunder to any of their respective Affiliates. Subject to the preceding sentence, this Agreement will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

(Signature page follows.)

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed and delivered, all as of the date first set forth above.


ECLIPSE RESOURCES CORPORATION

By:
Name:
Title:

ECLIPSE HOLDINGS, L.P.

By:		Eclipse Holdings GP, LLC,
		General Partner of Eclipse Holdings, L.P.

By:
Name:
Title:

ENCAP ENERGY CAPITAL FUND VIII, L.P.

By:		EnCap Equity Fund VIII GP, L.P.,
		General Partner of EnCap Energy Capital Fund VIII, L.P.

By:		EnCap Investments L.P.,
		General Partner of EnCap Equity Fund VIII GP, L.P.

By:		EnCap Investments GP, L.L.C., General Partner of EnCap Investments L.P.

By:
Name:
Title:

[Stockholders Agreement (Eclipse Resources Corporation)]


ENCAP ENERGY CAPITAL FUND VIII CO-INVESTORS, L.P.

By:		EnCap Equity Fund VIII GP, L.P.,
		General Partner of EnCap Energy Capital Fund VIII Co- Investors, L.P.

By:		EnCap Investments L.P.,
		General Partner of EnCap Equity Fund VIII GP, L.P.

By:		EnCap Investments GP, L.L.C.,
		General Partner of EnCap Investments L.P.

By:
Name:
Title:

ENCAP ENERGY CAPITAL FUND IX, L.P.

By:		EnCap Equity Fund IX GP, L.P.,
		General Partner of EnCap Energy Capital Fund IX, L.P.

By:		EnCap Investments L.P.,
		General Partner of EnCap Equity Fund IX GP, L.P.

By:		EnCap Investments GP, L.L.C.,
		General Partner of EnCap Investments L.P.

By:
Name:
Title:

THE HULBURT FAMILY II LIMITED PARTNERSHIP

By:		BWH Management Company II, LLC,
		General Partner of The Hulburt Family II Limited Partnership

By:
Name:		Benjamin W. Hulburt
Title:		Manager

[Stockholders Agreement (Eclipse Resources Corporation)]


CKH PARTNERS II, L.P.

By:		CKH Management Company II, LLC
		General Partner of CKH Partners II, L.P.

By:
Name:		Christopher K. Hulburt
Title:		Manager

KIRKWOOD CAPITAL, L.P.

By:		Mountaineer Ventures, LLC,
		General Partner of Kirkwood Capital, L.P.

By:
Name:		Thomas S. Liberatore
Title:		Manager

ECLIPSE MANAGEMENT, L.P.

By:		Eclipse Management GP, LLC,
		General Partner of Eclipse Management, L.P.

By:
Name:
Title:

[Stockholders Agreement (Eclipse Resources Corporation)]

Exhibit 10.9

FORM OF MASTER REORGANIZATION AGREEMENT

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 Unitholder ” or “ Eclipse Management ”), Eclipse Holdings, L.P., a Delaware limited partnership (“ Eclipse Holdings ”), Eclipse Resources Corporation, a Delaware corporation (“ Eclipse ”), and Benjamin W. Hulburt, Christopher K. Hulburt, and Thomas S. Liberatore (collectively, the “ Eclipse Operating Sellers ”) (each, a “ Party ” and collectively, the “ Parties ”).

RECITALS

WHEREAS , Eclipse I formed Eclipse on February 13, 2014 to become a holding company for Eclipse I, and Eclipse I contributed $10.00 to Eclipse in exchange for 1,000 shares of common stock, par value $0.01 per share, of Eclipse (the “ Common Stock ”);

WHEREAS , in anticipation of and in connection with the completion of an initial public offering of Common Stock (the “ Offering ”) pursuant to, and as more fully described in, a Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission, Registration No. 333-195679 (the “ Registration Statement ”), certain restructuring transactions involving Eclipse I and its limited partners have been or will be undertaken (including the formation of Eclipse Management and Eclipse Holdings prior to the date hereof and the transactions contemplated by this Agreement) (the “ Reorganization ”), which transactions are partially described in the Registration Statement; and

WHEREAS , in connection with the Offering and the Reorganization, the Parties desire to, among other things, (a) establish the economic terms of certain aspects of the Reorganization, and (b) enter into certain agreements to effectuate the foregoing.

NOW, THEREFORE , in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows, and further agree that the actions set forth in Article II shall be deemed to have been taken and become effective in the order set forth therein.

ARTICLE I

DEFINITIONS

The terms set forth below in this Article I shall have the meanings ascribed to them below or in the part of this Agreement referred to below:

“ Agreement ” shall have the meaning set forth in the Preamble.

“ CKH Partners ” shall have the meaning set forth in the Preamble.

“ Claims ” shall have the meaning set forth in Section 6.1 .

“ Class A Unitholders ” shall have the meaning set forth in the Preamble.

“ Class B Unitholders ” shall have the meaning set forth in the Preamble.

“ Class C Unitholder ” shall have the meaning set forth in the Preamble.

“ Class A Units ” shall have the meaning given to such term in the Existing Eclipse I LPA.

“ Class B Units ” shall have the meaning given to such term in the Existing Eclipse I LPA.

“ Class C Units ” shall have the meaning given to such term in the Existing Eclipse I LPA.

“ Code ” shall have the meaning set forth in Section 5.1(a) .

“ Common Stock ” shall have the meaning set forth in the Recitals.

“ Eclipse ” shall have the meaning set forth in the Preamble.

“ Eclipse I ” shall have the meaning set forth in the Preamble.

“ Eclipse I Assumption ” shall have the meaning set forth in Section 5.1(a) .

“ Eclipse I Contribution ” shall have the meaning set forth in Section 5.1(a) .

“ Eclipse I GP ” shall have the meaning set forth in the Preamble.

“ Eclipse I LPA ” means that certain Second Amended and Restated Agreement of Limited Partnership of Eclipse I, dated as of the Effective Date.

“ Eclipse I Units ” shall mean the Class A Units, the Class B Units, and the Class C Units.

“ Eclipse Holdings ” shall have the meaning set forth in the Preamble.

“ Eclipse Holdings LPA ” means that certain Agreement of Limited Partnership of Eclipse Holdings, dated as of the date hereof.

“ Eclipse Management ” shall have the meaning set forth in the Preamble.

“ Eclipse Operating ” means Eclipse Resources Operating, LLC, a Delaware limited liability company.

“ Eclipse Operating Sellers ” shall have the meaning set forth in the Preamble.

“ Effective Date ” means the date immediately preceding the date of the closing of the Offering.

“ Effective Time ” means 12:01 a.m. Central Daylight Time on the Effective Date.

“ EnCap VIII ” shall have the meaning set forth in the Preamble.

“ EnCap VIII Co-Invest ” shall have the meaning set forth in the Preamble.

“ EnCap IX ” shall have the meaning set forth in the Preamble.

“ Existing Eclipse I LPA ” means that certain Amended and Restated Agreement of Limited Partnership of Eclipse I, dated as of June 10, 2013, as amended.

“ Hulburt Family II ” shall have the meaning set forth in the Preamble.

“ Kirkwood ” shall have the meaning set forth in the Preamble.

“ Lock-Up Agreement ” shall have the meaning set forth in Section 5.2(b) .

“ Offering ” shall have the meaning set forth in the Recitals.

“ Party and “ Parties ” shall have the meanings set forth in the Preamble.

“ PublicCo Contributor ” shall have the meaning set forth in Section 5.1(b) .

“ Registration Statement ” shall have the meaning set forth in the Recitals.

“ Released Claims ” shall have the meaning set forth in Section 6.1 .

“ Released Parties ” shall have the meaning set forth in Section 6.1 .

“ Releasing Parties ” shall have the meaning set forth in Section 6.1 .

“ Reorganization ” shall have the meaning set forth in the Recitals.

“ Stockholders Agreement ” means that certain Stockholders Agreement to be entered into by and among Eclipse, Eclipse Holdings, the Class A Unitholders, the Class B Unitholders, and the Class C Unitholder.

“ Tax Indemnifying Party ” shall have the meaning set forth in Section 6.2(a) .

“ Tax Indemnitees ” shall have the meaning set forth in Section 6.2(a) .

“ Tax Treatment ” shall have the meaning set forth in Section 5.1(b) .

“ Transactions ” shall have the meaning set forth in Section 5.1(b) .

“ Unitholders ” means the Class A Unitholders, the Class B Unitholders, and the Class C Unitholder.

ARTICLE II

CONTRIBUTIONS AND ACKNOWLEDGEMENTS

Section 2.1 Initial Contribution of Class A Units, Class B Units, and Class C Units to Eclipse Holdings . Effective as of the date hereof, and in anticipation of and in connection with the Offering:

(a) each of the Class A Unitholders hereby contributes, transfers, assigns, and delivers to Eclipse Holdings such Class A Unitholder’s right, title, and interest in and to the Class A Units set forth on Schedule I(a) to the Eclipse Holdings LPA and, in exchange for the foregoing contribution, transfer, assignment, and delivery, Eclipse Holdings hereby issues to each Class A Unitholder a limited partner interest in Eclipse Holdings as specified on Schedule I(b) of the Eclipse Holdings LPA;

(b) each of the Class B Unitholders hereby contributes, transfers, assigns, and delivers to Eclipse Holdings such Class B Unitholder’s right, title, and interest in and to the Class B Units set forth on Schedule I(a) to the Eclipse Holdings LPA and, in exchange for the foregoing contribution, transfer, assignment, and delivery, Eclipse Holdings hereby issues to each Class B Unitholder a limited partner interest in Eclipse Holdings as specified on Schedule I(b) of the Eclipse Holdings LPA;

(c) the Class C Unitholders hereby contributes, transfers, assigns, and delivers to Eclipse Holdings the Class C Unitholder’s right, title, and interest in and to the Class C Units set forth on Schedule I(a) to the Eclipse Holdings LPA and, in exchange for the foregoing contribution, transfer, assignment, and delivery, Eclipse Holdings hereby issues to each Class C Unitholder a limited partner interest in Eclipse Holdings as specified on Schedule I(b) of the Eclipse Holdings LPA;

(d) Eclipse Holdings hereby accepts, acquires, assumes, and receives the contributions, transfers, assignments, and deliveries made to it pursuant to this Section 2.1 as a contribution to its capital;

(e) Each of the Class A Unitholders and Class B Unitholders and the Class C Unitholder hereby enters into the Eclipse Holdings LPA and agrees to be bound by the terms, conditions, and provisions thereof; and

(f) Eclipse Holdings hereby admits each of the Class A Unitholders, each of the Class B Unitholders, and the Class C Unitholder as a limited partner of Eclipse Holdings.

Section 2.2 Sale of Eclipse Operating to Eclipse I . Effective as of the Effective Time, each Eclipse Operating Seller hereby sells, transfers, assigns, and delivers such Eclipse Operating Seller’s right, title, and interest in and to his membership interests in Eclipse Operating to Eclipse I in exchange for $42,500.00. As of the date hereof, each Eclipse Operating Seller hereby waives its right of first offer as described in Section 5.1 of the Limited Liability Company Agreement of Eclipse Operating, dated as of December 7, 2010, as amended.

Section 2.3 Contribution of Remaining Class A Units, Class B Units, Class C Units, and Eclipse I GP Membership Interests to Eclipse Holdings . Effective as of the Effective Time, and in anticipation of and in connection with the Offering:

(a) each of the Class A Unitholders hereby contributes, transfers, assigns, and delivers to Eclipse Holdings such Class A Unitholder’s right, title, and interest in and to the Class A Units set forth on Schedule I(c) to the Eclipse Holdings LPA and, in exchange for the foregoing contribution, transfer, assignment, and delivery, Eclipse Holdings hereby issues to each Class A Unitholder an additional limited partner interest in Eclipse Holdings as specified on Schedule I(d) of the Eclipse Holdings LPA;

(b) each of the Class B Unitholders hereby contributes, transfers, assigns, and delivers to Eclipse Holdings such Class B Unitholder’s right, title, and interest in and to the Class B Units set forth on Schedule I(c) to the Eclipse Holdings LPA and, in exchange for the foregoing contribution, transfer, assignment, and delivery, Eclipse Holdings hereby issues to each Class B Unitholder an additional limited partner interest in Eclipse Holdings as specified on Schedule I(d) of the Eclipse Holdings LPA;

(c) the Class C Unitholder hereby contributes, transfers, assigns, and delivers to Eclipse Holdings the Class C Unitholder’s right, title, and interest in and to the Class C Units set forth on Schedule I(c) to the Eclipse Holdings LPA and, in exchange for the foregoing contribution, transfer, assignment, and delivery, Eclipse Holdings hereby issues to the Class C Unitholder an additional limited partner interest in Eclipse Holdings as specified on Schedule I(d) of the Eclipse Holdings LPA;

(d) EnCap VIII hereby contributes, transfers, assigns, and delivers its right, title, and interest in and to the outstanding membership interests in Eclipse I GP to Eclipse Holdings; and

(e) Eclipse Holdings hereby accepts, acquires, assumes, and receives the contributions, transfers, assignments, and deliveries made to it pursuant to this Section 2.3 as a contribution to its capital.

Section 2.4 Contribution of Class A Units, Class B Units, Class C Units, and Eclipse I GP Membership Interests to Eclipse . Effective immediately following the effectiveness of the transactions contemplated by Section 2.3 , and in anticipation of and in connection with the Offering:

(a) Eclipse Holdings hereby contributes, transfers, assigns, and delivers its right, title and interest in and to the Class A Units, Class B Units, and Class C Units, and all of the outstanding membership interests in Eclipse I GP, to Eclipse and, in exchange for such contribution, transfer, assignment, and delivery, Eclipse hereby issues to Eclipse Holdings shares of Common Stock;

(b) Eclipse hereby accepts, acquires, assumes, and receives the contributions, transfers, assignments, and deliveries made to it pursuant to this Section 2.4 as a contribution to its capital;

(d) Eclipse and Eclipse I GP hereby enter into the Eclipse I LPA and agree to be bound by the terms, conditions, and provisions thereof.

ARTICLE III

FURTHER ASSURANCES

From time to time after the Effective Time, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional, assignments, conveyances, instruments, notices, and other documents, and to do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate (a) more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers, and privileges granted by this Agreement, or which are intended to be so granted, (b) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record title to the equity interests contributed and assigned by this Agreement or intended to be so, (c) more fully to assure compliance with federal and state securities laws in connection with the transactions contemplated by this Agreement, and (d) more fully and effectively to carry out the purposes and intent of this Agreement.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.1 Title . Each of the Parties hereby represents and warrants to each other Party that that such Party owns good and marketable title to the equity interests sold, contributed, transferred, assigned, or delivered pursuant to this Agreement free and clear of any and all liens, encumbrances, charges, options, rights of first refusal, security interests, equities, claims, or other similar matters of any kind whatsoever (other than those in favor of Eclipse I).

Section 4.2 No Conflicts . Each of the Parties hereby represents and warrants to each other Party that the execution, delivery, and performance by such Party of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not (i) conflict with or violate the certificate of incorporation, bylaws, certificate of formation, operating agreement, limited partnership agreement, or similar organizational document of such Party, as in effect on the date hereof, (ii) conflict with or violate any law applicable to such Party, or (iii) result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any person pursuant to, give to others any right of termination, amendment, modification, acceleration, or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated, or additional rights or entitlements of any person or otherwise adversely affect any rights of such Party under or pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation, or other contract to which such Party is a party or by which such Party or its assets may be bound or affected.

Section 4.3 Review and Receipt of Eclipse Holdings LPA . Each of the Class A Unitholders and Class B Unitholders and the Class C Unitholder hereby represents and warrants to Eclipse Holdings that it has received and reviewed the Eclipse Holdings LPA.

ARTICLE V

TAXES

Section 5.1 Tax Reporting and Tax Treatment .

(a) For U.S. federal income tax purposes, the Parties agree:

(i) to report the transactions described in Section 2.3 as a merger of Eclipse Holdings and Eclipse I (within the meaning of Treasury Regulation Section 1.708-1(c)), and the resulting partnership of such merger as the continuation of Eclipse I; and

(ii) to report the transactions described in Section 2.4 as a contribution by Eclipse I of all of the assets of Eclipse I to Eclipse (the “ Eclipse I Contribution ”) in exchange for the assumption (within the meaning of Treasury Regulation Section 1.752-1(d) and Treasury Regulation Section 1.752-1(e)) by Eclipse of the liabilities of Eclipse I (the “ Eclipse I Assumption ”) and the issuance by Eclipse of its Common Stock to Eclipse I.

(iii) to report the contributions to, and issuances of the Common Stock by, Eclipse described in Section 2.4 and the Offering consummated in connection therewith as an integrated transaction described in Section 351 of the Internal Revenue Code of 1986, as amended (the “ Code ”).

(b) Unless required to do so as a result of a determination (as defined in Section 1313 of the Code), Eclipse Holdings and its limited partners following the consummation of the transactions set forth in Section 2.3 , specifically, the Class A Unitholders, the Class B Unitholders, and the Class C Unitholder (each a “ PublicCo Contributor ” and collectively, the “ PublicCo Contributors ”), and Eclipse agree that they will not make any tax filing or otherwise take any position inconsistent with (i) the U.S. federal income tax reporting of the transactions described in Section 2.3 and Section 2.4 that is contemplated by Section 5.1(a) , or (ii) the qualification of the transactions described in Section 2.4 and the Offering as a transaction described in Section 351 of the Code. The U.S. federal income tax treatment of the transactions described in Section 2.3 and Section 2.4 and the Offering (collectively, the “ Transactions ”) that is contemplated by this Section 5.1 is referred to herein as the “ Tax Treatment .” If any Party becomes aware of any audit, inquiry, litigation, or other proceeding relevant to the Tax Treatment, such person shall promptly notify the other Parties of such proceeding, and all Parties shall use reasonable efforts to cooperate with respect to such proceeding.

Section 5.2 Tax Warranties by PublicCo Contributor . Each PublicCo Contributor represents and warrants to all other PublicCo Contributors that the statements as set forth below, solely as they relate to the Tax Treatment, are true, correct, and complete as of the date hereof and as of the effective time of the Transactions with respect to such PublicCo Contributor:

(a) Such PublicCo Contributor does not have any current plan, intention, agreement, arrangement, or understanding, and has not engaged in any material negotiations, related to:

(i) engaging in the Transactions, other than pursuant to this Agreement, any agreements referenced herein, and the Registration Statement;

(ii) selling or otherwise disposing for U.S. federal income tax purposes of the Common Stock to be received by Eclipse Holdings pursuant to Section 2.4 (or, for U.S. federal income tax purposes, to be treated as having been received by Eclipse I in accordance with Section 5.1(a) ), except as contemplated by this Agreement and the Registration Statement (in connection with the secondary offering of Common Stock by the selling stockholders set forth therein or the exercise of the underwriters’ option to purchase additional shares of Common Stock from such selling stockholders) or with respect to the distribution of Common Stock by Eclipse Holdings (or, for U.S. federal income tax purposes, by Eclipse I) to its limited partners in partial or complete liquidation of such limited partners’ interests in Eclipse Holdings (or, for U.S. federal income tax purposes, in Eclipse I);

(iii) acquiring or retaining any rights in the assets of Eclipse I to be treated as having been contributed to Eclipse for U.S. federal income tax purposes;

(iv) allowing any person other than such PublicCo Contributor to exercise control over the voting of the Common Stock received by such PublicCo Contributor in connection with the Eclipse I Contribution, except as contemplated by the Eclipse Holdings LPA and the Stockholders Agreement;

(v) creating, extinguishing, or modifying any indebtedness between such PublicCo Contributor and Eclipse or Eclipse I as a result of the Transactions; or

(vi) issuing Common Stock in connection with the Eclipse I Contribution other than to Eclipse Holdings (or, for U.S. federal income tax purposes, to Eclipse I);

(b) To the extent such PublicCo Contributor is subject to a lock-up letter agreement (the “ Lock-Up Agreement ”) pursuant to the Underwriting Agreement, such PublicCo Contributor does not have any current plan, intention, agreement, arrangement, or understanding to request, and has not engaged in material negotiations with respect to, a release or waiver of any of the restrictions set forth in the Lock-Up Agreement with respect to such PublicCo Contributor;

(c) The aggregate fair market value of the assets of Eclipse I to be treated as having been contributed to Eclipse for U.S. federal income tax purposes in connection with the Eclipse I Contribution exceeds the sum of any liabilities of Eclipse I that are to be treated as having been assumed by Eclipse for U.S. federal income tax purposes in connection with the Eclipse I Assumption, including any expenses paid by Eclipse on behalf of the PublicCo Contributors in connection with the Transactions;

(d) Such PublicCo Contributor is not under the jurisdiction of a court in a Title 11 or similar case (within the meaning of Section 368(a)(3)(A) of the Code);

(e) The purpose of the assumption by Eclipse (for U.S. federal income tax purposes) of the liabilities of Eclipse I in connection with the Eclipse I Assumption is not to avoid U.S. federal income tax on the exchange but instead a bona fide business purpose, and all such liabilities were incurred in the ordinary course of business and are associated with the assets of Eclipse I that are to be treated for U.S. federal income tax purposes as having been contributed by Eclipse I to Eclipse in connection with the Eclipse I Contribution;

(f) The liabilities of Eclipse I to be treated for U.S. federal tax purposes as having been assumed by Eclipse in connection with the Eclipse I Assumption (or to which the assets of Eclipse I to be treated for U.S. federal tax purposes as having been contributed to Eclipse in connection with the Eclipse I Contribution are subject) will not exceed the adjusted tax basis in the assets of Eclipse I to be treated for U.S. federal income tax purposes as having been contributed to Eclipse in the Eclipse I Contribution;

(g) No money or property (other than the Common Stock to be issued pursuant to Section 2.4 ) will be paid or distributed to such PublicCo Contributor in connection with the Eclipse I Contribution;

(h) To such PublicCo Contributor’s knowledge, the Transactions will occur pursuant to and in accordance with the terms of this Agreement, any agreements referenced herein and the Registration Statement;

(i) If such PublicCo Contributor is an entity, to such PublicCo Contributor’s knowledge, no direct or indirect member, partner, or owner of such PublicCo Contributor has any current plan, intention, agreement, arrangement, or understanding to sell or otherwise dispose for U.S. federal income tax purposes of its direct or indirect interests in such PublicCo Contributor, except with respect to the partial or complete liquidation of the interests of the limited partners of Eclipse Holdings (or, for U.S. federal income tax purposes, in Eclipse I) in connection with the distribution of Common Stock by Eclipse Holdings (or, for U.S. federal income tax purposes, by Eclipse I) to its limited partners;

(j) Eclipse Holdings (or, for U.S. federal income tax purposes, Eclipse I) will not retain any rights in the property to be treated as having been transferred to Eclipse for U.S. federal income tax purposes in connection with the Eclipse I Contribution;

(k) Eclipse Holdings will include in its U.S. federal income tax return (Form 1065 “U.S. Return of Partnership Income”) for its taxable year that includes the transaction described in Section 2.4 the statement required by Treasury Regulation Section 1.351-3(a); and

(l) Eclipse Holdings will receive Common Stock of Eclipse approximately equal to the fair market value of the assets of Eclipse I, net of liabilities of Eclipse I assumed by Eclipse (as more completely described in Section 5.2(c) above).

Section 5.3 Tax Warranties by Eclipse . Eclipse represents and warrants to the PublicCo Contributors that the statements as set forth below, solely as they relate to the Tax Treatment, are true, correct, and complete as of the date hereof and as of the effective time of the Transactions:

(a) To Eclipse’s knowledge, there is no agreement, arrangement, or understanding relating to rights or obligations to vote its Common Stock, except the Eclipse Holdings LPA and the Stockholders Agreement;

(b) There is no current plan, intention, agreement, arrangement, or understanding for (i) Eclipse to issue any shares of Common Stock or other interests in its equity other than Common Stock to be issued pursuant to the Transactions and Common Stock and other interests in its equity that may be issued from time to time pursuant to a long-term incentive plan as described in the Registration Statement, (ii) Eclipse, or to Eclipse’s knowledge, Eclipse I, to dispose of any assets held by Eclipse I or any of its subsidiaries as a result of the Eclipse I Contribution other than in the ordinary course of business (including to fund the acquisition of additional oil and gas properties), (iii) Eclipse or any other person affiliated with Eclipse to redeem or otherwise reacquire any Common Stock to be issued in connection with the Transactions, or (iv) Eclipse or, to Eclipse’s knowledge, any underwriter to release or waive any of the restrictions set forth in the Lock-Up Agreements;

(c) Eclipse has not engaged in any material negotiations with respect to any release or waiver of any of the restrictions set forth in the Lock-Up Agreements;

(d) To Eclipse’s knowledge, there is no current plan, intention, agreement, arrangement, or understanding for any person to exercise any Eclipse stock rights, warrants, or subscriptions with respect to Common Stock other than pursuant to the Transactions;

(e) The Common Stock to be issued to each PublicCo Contributor as described in Section 2.4 of this Agreement will be issued and paid in exchange for solely the Eclipse I Contribution;

(f) There is no indebtedness between any PublicCo Contributor and either Eclipse or, to Eclipse’s knowledge, Eclipse I, and there will be no such indebtedness created in favor of any PublicCo Contributor as a result of the Transactions;

(g) Eclipse has no stock issued or outstanding other than the Common Stock;

(h) No money or property (other than the Common Stock to be issued pursuant to Section 2.4 ) will be paid or distributed to the PublicCo Contributors in connection with the Eclipse I Contribution;

(i) Eclipse is not an investment company within the meaning of Section 351(e)(1) of the Code and Treasury Regulation §1.351-1(c)(1)(ii);

(j) To Eclipse’s knowledge, the Transactions will occur pursuant to and in accordance with the terms of this Agreement, any agreements referenced herein, and the Registration Statement;

(k) Eclipse will include in its U.S. federal income tax return (Form 1120 “U.S. Corporation Income Tax Return”) for its taxable year that includes the transactions described in Section 2.4 the statement required by Treasury Regulation Section 1.351-3(b); and

(l) No Common Stock will be issued by Eclipse for services rendered to or for the benefit of Eclipse in connection with the transactions described in Section 2.4 or the Offering.

ARTICLE VI

MISCELLANEOUS

Section 6.1 Release . Effective as of the Effective Date, each of the Parties, on behalf of himself (or herself or itself) and his (or her or its assigns), heirs, beneficiaries, representatives, agents, and affiliates (the “ Releasing Parties ”), hereby fully and finally releases, acquits, and forever discharges each of the other Parties and each of their respective present and former officers, directors, employees, agents, predecessors, successors, assigns, insurers, and attorneys (the “ Released Parties ”) from any and all claims, causes of action, liabilities, losses, costs, damages, penalties, charges, expenses, and all other forms of liability or obligation whatsoever, in law or equity, whether asserted or unasserted, known or unknown, foreseen, or unforeseen (“ Claims ”), arising prior to the Effective Date and relating to such Releasing Party’s ownership of Eclipse I Units prior to the Effective Date (collectively, the “ Released Claims ”); provided , however , that the Released Claims shall exclude any Claims arising from or relating to or in connection with (a) rights or obligations under this Agreement and (b) any claim or right to indemnification or advancement of expenses under the Existing Eclipse I LPA. Each Releasing Party expressly acknowledges that the release contained herein applies to all Released Claims, whether such Released Claims are known or unknown, and include Released Claims that if known by the releasing party might materially affect its decision to effect the settlement contained herein. Each Releasing Party has considered and taken into account the possible existence of such Released Claims in determining to execute and deliver this Agreement. Without limiting the generality of the foregoing, solely with respect to the Released Claims, each Releasing Party expressly waives any and all rights conferred upon it by any statute or rule of law that provides that a release does not extend to claims that the Releasing Party does not know or suspect to exist in its favor at the time of executing the release, which if known by the Releasing Party would have materially affected the Releasing Party’s settlement with the Released Parties. This Agreement constitutes a complete defense of any and all Released Claims. Each Releasing Party further agrees not to initiate any litigation, lawsuit, claim, or action against any Released Party with respect to any Released Claim, except that the Releasing Party shall not be limited hereby from responding to, joining, prosecuting, or being involved in any litigation, lawsuit, claim, or action brought against such Releasing Party in respect of a Released Claim, nor from adjudicating whether or not a Claim constitutes a Released Claim.

Section 6.2 Indemnification .

(a) Tax Indemnification . From and after the Effective Time, each Party (other than the Eclipse Operating Sellers) (the “ Tax Indemnifying Party ”) shall indemnify, defend, and hold harmless each other Party and such other Party’s affiliates, and its and its affiliates’ respective directors, officers, managers, members, partners, stockholders, employees, agents, and representatives, as applicable (the “ Tax Indemnitees ”), from any and all damages, losses, obligations, liabilities, payments, costs, and expenses (including reasonable fees and expenses of outside attorneys, accountants, and other professional advisors and expert witnesses), whether known or unknown, contingent or vested, matured or unmatured, that are or may be suffered or incurred by any such Indemnitee arising out or relating to a breach of any representation, warranty, covenant, agreement, or obligation of the Indemnifying Party set forth in Article V ; provided that the indemnity described in this Section 6.2(a) shall apply only to the extent that such breach adversely affects the Tax Treatment and such adverse effect results in damages, losses, obligations, liabilities, payments, costs and/or expenses that are suffered or incurred by an Indemnitee.

(b) Other Indemnification . From and after the Effective Time, each Unitholder shall indemnify, defend, and hold harmless Eclipse Holdings and its respective partners, managers, officers, and other controlling persons, and to hold each such person or entity harmless from and against any and all damages, claims, lawsuits, losses, liabilities, deficiencies, or expenses (including reasonable attorney’s fees) incurred by such person or entity by reason of or in connection with any breach by such Unitholder of any representation, warranty, agreement, or covenant of such Unitholder in this Agreement.

Section 6.3 Delivery of FIRPTA Certificate . Each PublicCo Contributor will deliver to Eclipse a certificate meeting the requirements of Treasury Regulation § 1.1445-2(b)(2) certifying that such PublicCo Contributor is not a “foreign person” within the meaning of Section 1445 of the Code, duly executed by such PublicCo Contributor.

Section 6.4 Successors and Assigns; No Third Party Rights . The Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Except as set forth in Section 6.1 for the Released Parties, this Agreement is not intended to, and does not create, rights in any other person and no person is or is intended to be a third-party beneficiary of any of the provisions of this Agreement.

Section 6.5 Severability . If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over the subject matter hereof, such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid, and an equitable adjustment shall be made and necessary provision added so as to give effect to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.

Section 6.6 Waivers and Amendments . Any waiver of any term or condition of this Agreement, or any amendment or supplement to this Agreement, shall be effective only if in writing and signed by the Parties. A waiver of any breach or failure to enforce any of the terms or conditions of this Agreement shall not in any way affect, limit, or waive a Party’s rights hereunder at any time to enforce strict compliance thereafter with every term or condition of this Agreement.

Section 6.7 Entire Agreement . This Agreement, together with the Eclipse Holdings LPA, constitutes the entire agreement among the Parties pertaining to the transactions contemplated hereby, and together supersede all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties pertaining thereto.

Section 6.8 Governing Law . The Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware.

Section 6.9 Counterparts . This Agreement may be executed in any number of counterparts (including by facsimile or other electronic means) with the same effect as if all Parties had signed the same document.

(Signature pages follow)

IN WITNESS WHEREOF, this Agreement has been duly executed by each of the Parties as of the date first written above.


ECLIPSE RESOURCES I, LP

By:
Name:
Title:

ECLIPSE RESOURCES CORPORATION

By:
Name:
Title:

ECLIPSE HOLDINGS, L.P.

By:		Eclipse Holdings GP, LLC,
		General Partner of Eclipse Holdings, L.P.

By:
Name:
Title:

ECLIPSE GP, LLC

By:		EnCap Energy Capital Fund VIII, L.P.,
		Sole Member of Eclipse GP, LLC

By:		EnCap Equity Fund VIII GP, L.P.,
		General Partner of EnCap Energy Capital Fund VIII, L.P.

By:		EnCap Investments L.P.,
		General Partner of EnCap Equity Fund VIII GP, L.P.

By:		EnCap Investments GP, L.L.C.,
		General Partner of EnCap Investments L.P.

By:
Name:
Title:

[Master Reorganization Agreement]


CLASS A UNITHOLDERS:

ENCAP ENERGY CAPITAL FUND VIII, L.P.

By:		EnCap Equity Fund VIII GP, L.P.,
		General Partner of EnCap Energy Capital Fund VIII, L.P.

By:		EnCap Investments L.P.,
		General Partner of EnCap Equity Fund VIII GP, L.P.

By:		EnCap Investments GP, L.L.C.,
		General Partner of EnCap Investments L.P.

By:
Name:
Title:

ENCAP ENERGY CAPITAL FUND VIII CO-INVESTORS, L.P.

By:		EnCap Equity Fund VIII GP, L.P.,
		General Partner of EnCap Energy Capital Fund VIII Co- Investors, L.P.

By:		EnCap Investments L.P.,
		General Partner of EnCap Equity Fund VIII GP, L.P.

By:		EnCap Investments GP, L.L.C.,
		General Partner of EnCap Investments L.P.

By:
Name:
Title:

[Master Reorganization Agreement]


ENCAP ENERGY CAPITAL FUND IX, L.P.

By:		EnCap Equity Fund IX GP, L.P.,
		General Partner of EnCap Energy Capital Fund IX, L.P.

By:		EnCap Investments L.P.,
		General Partner of EnCap Equity Fund IX GP, L.P.

By:		EnCap Investments GP, L.L.C.,
		General Partner of EnCap Investments L.P.

By:
Name:
Title:

[Master Reorganization Agreement]


CLASS B UNITHOLDERS:

THE HULBURT FAMILY II LIMITED PARTNERSHIP

By:		BWH Management Company II, LLC,
		General Partner of The Hulburt Family II Limited Partnership

By:
Name:		Benjamin W. Hulburt
Title:		Manager

CKH PARTNERS II, L.P.

By:		CKH Management Company II, LLC,
		General Partner of CKH Partners II, L.P.

By:
Name:		Christopher K. Hulburt
Title:		Manager

KIRKWOOD CAPITAL, L.P.

By:		Mountaineer Ventures, LLC,
		General Partner of Kirkwood Capital, L.P.

By:
Name:		Thomas S. Liberatore
Title:		Manager

[Master Reorganization Agreement]


CLASS C UNITHOLDER:

ECLIPSE MANAGEMENT, L.P.

By:		Eclipse Management GP, LLC,
		General Partner of Eclipse Management, L.P.

By:
Name:
Title:

[Master Reorganization Agreement]

ECLIPSE OPERATING SELLERS:

Benjamin W. Hulburt

Christopher K. Hulburt

Thomas S. Liberatore

[Master Reorganization Agreement]

Exhibit 10.10

FORM OF INDEMNIFICATION AGREEMENT

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 ”).

BACKGROUND

Highly competent persons have become more reluctant to serve corporations as directors or officers or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and actions against them arising out of their service to and activities on behalf of the corporation.

The Board of Directors of the Company (the “ Board ”) has determined that, in order to attract and retain qualified individuals, the Company will, unless certain conditions described below are met, maintain on an ongoing basis, at its sole expense, liability insurance to protect certain persons serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more exclusions.

Directors, officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise itself.

The Amended and Restated Certificate of Incorporation of the Company (as may be amended, the “ Certificate of Incorporation ”) and the Amended and Restated Bylaws of the Company (as may be amended, the “ Bylaws ”) require indemnification of the officers and directors of the Company to the full extent permissible under applicable law. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“ DGCL ”). The Certificate of Incorporation, the Bylaws, and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers, and other persons with respect to indemnification.

The uncertainties relating to insurance and to indemnification have increased the difficulty of attracting and retaining persons to serve. The Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future.

It is reasonable, prudent, and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the Company free from undue concern that they will not be so indemnified.

This Agreement is a supplement to and in furtherance of the Certificate of Incorporation and Bylaws and any resolutions adopted by the Board, and will not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Indemnitee does not regard the protection available under the Certificate of Incorporation and Bylaws and insurance as adequate in the present circumstances; may not be willing to serve as an officer or director without adequate protection; and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve, and to take on additional service for or on behalf of the Company on the condition that he or she be so indemnified.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and of Indemnitee’s agreement to serve as an officer or director or both after the date of this Agreement, the parties to this Agreement agree as follows:

1. Indemnification of Indemnitee . The Company hereby agrees to defend, hold harmless, and indemnify Indemnitee to the fullest extent permitted by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:

(a) Proceedings Other Than Proceedings by or in the Right of the Company . Indemnitee will be entitled to the rights of indemnification provided in this Agreement if, by reason of his or her Corporate Status (as defined below), the Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding (as defined below) other than a Proceeding by or in the right of the Company. Pursuant to this Section 1(a) , the Company will indemnify, defend, and hold Indemnitee harmless to the fullest extent permitted by applicable law, as such may be amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), against all Expenses (as defined below), judgments, penalties (including, but not limited to, excise and similar taxes), fines, and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, in connection with such Proceeding or any claim, issue, or matter in any such Proceeding.

(b) Proceedings by or in the Right of the Company . Indemnitee will be entitled to the rights of indemnification provided in this Agreement if, by reason of his or her Corporate Status, Indemnitee is, or is threatened to be made, a party to or participant in any Proceeding brought by or in the right of the Company. The Company will indemnify, defend, and hold Indemnitee harmless to the fullest extent permitted by applicable law, as such may be amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with such Proceeding; provided , however , that if applicable law so provides, no indemnification against such Expenses will be made in respect of any claim,

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issue or matter in such Proceeding as to which Indemnitee has been finally adjudged to be liable to the Company by a court of competent jurisdiction from which there is no further right of appeal unless and to the extent that the court in which such action or suit was brought determines that such indemnification may be made.

(c) Indemnification for Expenses of a Party Who is Wholly or Partly Successful . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a party to and is wholly successful, on the merits or otherwise, in any Proceeding, he or she will be indemnified by the Company to the fullest extent permitted by law, as such may be amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader indemnification rights than permitted prior to such amendment), against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with such Proceeding. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues, or matters in such Proceeding, the Company will indemnify Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with each successfully resolved claim, issue, or matter. For purposes of this Section 1(c) and without limitation, the termination of any claim, issue, or matter in such a Proceeding by dismissal, with or without prejudice, will be deemed to be a successful result as to such claim, issue, or matter.

2. Additional Indemnity . In addition to, and without regard to any limitations on, the indemnification provided for in Section 1 of this Agreement, the Company will and hereby does indemnify, defend, and hold harmless Indemnitee against all Expenses, judgments, penalties (including, but not limited to, excise and similar taxes), fines, and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf if, by reason of his or her Corporate Status, he or she is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the sole, contributory, comparative or other negligence, or active or passive wrongdoing of Indemnitee. Except as provided in this Section 2 or in Section 9 , the only limitation that will exist upon the Company’s obligations pursuant to this Agreement will be that the Company will not be obligated to make any payment to Indemnitee that is finally adjudged (under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 ) to be prohibited by applicable law.

3. Contribution .

(a) Regardless of whether the indemnification provided in Sections 1 and 2 is available, in respect of any threatened, pending, or completed Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company will pay, in the first instance, the entire amount of any judgment or settlement of such Proceeding without requiring Indemnitee to contribute to such payment, and the Company hereby waives and relinquishes any right of contribution it may have against Indemnitee. The Company will not, without prior written consent of Indemnitee, enter into any settlement of any Proceeding in which the Company is jointly liable with

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Indemnitee (or would be if joined in such Proceeding) unless such settlement solely involves the payment of money and includes a full, unconditional and final release of all claims that are or were asserted against Indemnitee in such Proceeding. In addition, the Company will not, without prior written consent of Indemnitee, seek or agree to a bar order that extinguishes Indemnitee’s rights to indemnification or advancement of Expenses, whether under this Agreement or otherwise.

(b) Without diminishing or impairing the obligations of the Company set forth in Section 3(a) , if, for any reason, Indemnitee elects or is required to pay all or any portion of any judgment or settlement in any Proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such Proceeding), the Company will contribute to the amount of Expenses, judgments, penalties (including, but not limited to, excise and similar taxes), fines, and amounts paid in settlement actually and reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received from the transaction that gave rise to such Proceeding by (i) the Company and all officers, directors, or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand; and (ii) Indemnitee, on the other hand; provided , however , that the proportion determined on the basis of relative benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers, directors, or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the events that resulted in such Expenses, judgments, penalties (including, but not limited to, excise and similar taxes), fines, or settlement amounts, as well as any other equitable considerations that applicable law may require to be considered. The relative fault of the Company and all officers, directors, or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such Proceeding), on the one hand, and Indemnitee, on the other hand, will be determined by reference to, among other things, the degree to which their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary, and the degree to which their conduct is active or passive.

(c) The Company hereby agrees to fully indemnify, defend, and hold harmless Indemnitee from any claims of contribution that may be brought by officers, directors, or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.

(d) To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, will contribute to the amount incurred by Indemnitee, whether for judgments, fines, penalties, excise and similar taxes, and amounts paid or to be paid in settlement or for Expenses, in connection with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result of the event(s) or transaction(s) giving cause to such Proceeding; and (ii) the relative fault of the Company (and its directors, officers, employees, and agents) and Indemnitee in connection with such event(s) or transaction(s).

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4. Indemnification for Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a witness or otherwise involved in any Proceeding to which Indemnitee is not a party, the Company will indemnify, defend, and hold harmless the Indemnitee against all Expenses actually and reasonably incurred by him or her or on his or her behalf in connection therewith.

5. Advancement of Expenses . To the fullest extent permitted by law, as such may be amended from time to time (but in the case of any such amendment, only to the extent that such amendment permits the Company to provide broader advancement rights than permitted prior to such amendment), the Company will advance all Expenses incurred by or on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within 10 days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement or statements will reasonably evidence the Expenses incurred by Indemnitee and will include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it is ultimately determined that Indemnitee is not entitled to be indemnified against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 will be unsecured and interest-free and any advances will be made without regard to Indemnitee’s ability to repay the Expenses. Indemnitee will qualify for and be entitled to receive such advances solely upon execution and delivery to the Company of the statement or statements and the undertaking referred to in this Section 5 .

6. Procedures and Presumptions for Determination of Entitlement to Indemnification . It is the intent of this Agreement to secure for Indemnitee rights of indemnification that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly, the parties agree that the following procedures and presumptions will apply in the event of any question as to whether Indemnitee is entitled to indemnification under this Agreement:

(a) To obtain indemnification under this Agreement, Indemnitee must submit to the Company a written request, including such documentation and information as is reasonably available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification. The Secretary of the Company will, promptly upon receipt of such a request for indemnification, advise the Board that Indemnitee has requested indemnification. Notwithstanding the foregoing, any failure by Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually prejudices the interests of the Company. Any Expenses incurred by, or in the case of retainers, to be incurred by, the Indemnitee in connection with the Indemnitee’s request for indemnification hereunder shall be borne by the Company.

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(b) If the Company shall be obligated to pay the Expenses of any Proceeding against Indemnitee, the Company shall be entitled to assume and control the defense of such Proceeding (with counsel consented to by Indemnitee, which consent shall not be unreasonably withheld), upon the delivery to Indemnitee of written notice of its election so to do. After delivery of such notice, consent to such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the same Proceeding; provided , however , that if (i) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (ii) Indemnitee or counsel selected by the Company shall have concluded that there may be a conflict of interest between the Company and Indemnitee or among Indemnitees jointly represented in the conduct of any such defense; or (iii) the Company shall not, in fact, have employed counsel, to which Indemnitee has consented as aforesaid, to assume the defense of such Proceeding, then the reasonable fees and expenses of Indemnitee’s counsel shall be at the expense of the Company. Notwithstanding the foregoing, Indemnitee shall have the right to employ counsel in any such Proceeding at Indemnitee’s expense.

(c) The Company will be entitled to participate in the Proceeding at its own expense. The Company will not, without prior written consent of Indemnitee, effect any settlement of a claim against Indemnitee in any threatened or pending Proceeding unless such settlement solely involves the payment of money by any Person (as defined below) other than Indemnitee and includes a full, unconditional and final release of all claims that are or were asserted against Indemnitee in such Proceeding. In addition, the Company will not, without prior written consent of Indemnitee, seek or agree to a bar order that extinguishes Indemnitee’s rights to indemnification or advancement of Expenses, whether under this Agreement or otherwise.

(d) Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) , a determination, if required by applicable law, with respect to Indemnitee’s entitlement to indemnification will be made in the specific case: (i) if a Change in Control (as defined below) shall have occurred, by Independent Counsel (as defined below) in a written opinion to the Board, a copy of which shall be delivered to Indemnitee; or (ii) if a Change in Control shall not have occurred, (A) by a majority vote of the Disinterested Directors (as defined below), even though less than a quorum of the Board, (B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than a quorum of the Board, (C) if there are no such Disinterested Directors or, if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee or (D) if so directed by the Board, by the stockholders of the Company. Indemnitee will reasonably cooperate with the Person making the determination with respect to Indemnitee’s entitlement to indemnification, including providing to such Person upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Expenses actually and reasonably incurred by Indemnitee in so cooperating with the Person making such determination will be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies, defends, and agrees to hold Indemnitee harmless from any such costs and Expenses. If it is determined that Indemnitee is entitled to indemnification requested by Indemnitee in a written application submitted to the Company pursuant to Section 6 , payment to Indemnitee will be made within 60 days after the written request for indemnification submitted by Indemnitee.

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(e) In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(d) , the Independent Counsel will be selected as provided in this Section 6(e) . If a Change in Control has not occurred, the Independent Counsel will be selected by the Board, and the Company will give written notice to Indemnitee advising him or her of the identity of the Independent Counsel so selected. If a Change in Control has occurred, the Independent Counsel will be selected by Indemnitee (unless Indemnitee requests that such selection be made by the Board, in which event the preceding sentence will apply), and Indemnitee will give written notice to the Company advising it of the identity of the Independent Counsel so selected. In either event, Indemnitee or the Company, as the case may be, may, within ten days after such written notice of such selection has been received, deliver to the Company or to Indemnitee, as the case may be, a written objection to such selection; provided , however , that such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in this Agreement, and the objection will set forth with particularity the factual basis of such assertion. Absent a proper and timely objection, the person so selected will act as Independent Counsel. If a written objection is made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court of competent jurisdiction has determined that such objection is without merit. The Company agrees to pay the reasonable fees and expenses of the Independent Counsel and to fully indemnify such Independent Counsel against any and all Expenses, claims, liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant to this Agreement.

(f) In making a determination with respect to entitlement to indemnification under this Agreement, the Person making such determination will presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption will have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including the Board, Independent Counsel or its stockholders) to have made a determination prior to the commencement of any action pursuant to this Agreement that indemnification of Indemnitee is proper in the circumstances because Indemnitee has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Company (including the Board, Independent Counsel or its stockholders) that Indemnitee has not met such applicable standard of conduct, will be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.

(g) Indemnitee will be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise (as defined below), including financial statements, or on information supplied to Indemnitee by directors, officers, employees or agents of the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports made to the Enterprise by an independent certified public accountant or by an appraiser

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or other expert selected by the Enterprise. In addition, the knowledge or actions, or failure to act, of any director, officer, agent, or employee of the Enterprise will not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Regardless of whether the foregoing provisions of this Section 6(g) are satisfied, it will in any event be presumed that Indemnitee has at all times acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. Anyone seeking to overcome this presumption will have the burden of proof and the burden of persuasion by clear and convincing evidence.

(h) If the Person empowered or selected under Section 6(d) to determine whether Indemnitee is entitled to indemnification has not made a determination within 30 days after receipt by the Company of the request therefor, the requisite determination of entitlement to indemnification will be deemed to have been made and Indemnitee will be entitled to such indemnification absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification or (ii) a prohibition of such indemnification under applicable law.

(i) Indemnitee will cooperate with the Person making such determination with respect to Indemnitee’s entitlement to indemnification, including providing to such Person upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary to such determination. Any Independent Counsel, member of the Board, or stockholder of the Company will act reasonably and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. Any Expenses actually and reasonably incurred by Indemnitee in so cooperating with the Person making such determination will be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify, defend, and hold Indemnitee harmless therefrom.

(j) The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption, or uncertainty. In the event that any Proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such Proceeding with or without payment of money or other consideration), it will be presumed that Indemnitee has been successful on the merits or otherwise in such Proceeding. Anyone seeking to overcome this presumption will have the burden of proof and the burden of persuasion by clear and convincing evidence.

(k) The termination of any Proceeding or of any claim, issue, or matter therein, by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, will not (except as otherwise expressly provided in this Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

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7. Remedies of Indemnitee .

(a) In the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(d) of this Agreement within 30 days after receipt by the Company of the request for indemnification or (iv) payment of indemnification is not made pursuant to this Agreement within 60 days after receipt by the Company of a written request therefor, Indemnitee may at any time thereafter bring suit against the Company to enforce Indemnitee’s claim to such indemnification or payment. The Company will not oppose Indemnitee’s right to bring such suit.

(b) In the event that a determination has been made pursuant to Section 6(d) of this Agreement that Indemnitee is not entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 will be conducted in all respects as a de novo trial on the merits, and Indemnitee will not be prejudiced by reason of the adverse determination under Section 6(d) .

(c) If a determination has been made pursuant to Section 6(d) of this Agreement that Indemnitee is entitled to indemnification, the Company will be bound by such determination in any judicial proceeding commenced pursuant to this Section 7 , absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable law.

(d) The Company will indemnify, defend, and hold harmless Indemnitee against any and all Expenses and, if requested by Indemnitee, will (within 30 days after receipt by the Company of a written request therefor) advance, to the extent not prohibited by law, such Expenses to Indemnitee, that are actually and reasonably incurred by Indemnitee in connection with any action brought by Indemnitee (i) for indemnification or advancement of Expenses from the Company under this Agreement, (ii) to recover damages for breach of this Agreement or (iii) related to any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses, or insurance recovery, as the case may be.

(e) The Company will be precluded from asserting in any proceeding commenced pursuant to this Section 7 that the procedures and presumptions of this Agreement are not valid, binding, and enforceable and will stipulate in any court of competent jurisdiction that the Company is bound by all the provisions of this Agreement.

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(f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement will be required to be made prior to the final disposition of the Proceeding.

8. Non-Exclusivity; Survival of Rights; Insurance; Subrogation .

(a) The rights of indemnification as provided by this Agreement will not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders, a resolution of directors, or otherwise. No amendment, alteration, or repeal of this Agreement or of any provision of this Agreement will limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate Status prior to such amendment, alteration, or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded at the time of such change under the Certificate of Incorporation, the Bylaws, or this Agreement, it is the intent of the parties to this Agreement that Indemnitee will enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy conferred by this Agreement is intended to be exclusive of any other right or remedy, and every other right and remedy will be cumulative and in addition to every other right and remedy given under this Agreement or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy under this Agreement, or otherwise, will not prevent the concurrent assertion or employment of any other right or remedy.

(b) The Company hereby covenants and agrees that, so long as Indemnitee serves in a Corporate Status and thereafter so long as Indemnitee may be subject to any possible Proceeding by reason of the fact that Indemnitee served in a Corporate Status, the Company, subject to Section 8(d) , will maintain in full force and effect liability insurance to protect Indemnitee from personal liabilities incurred by reason of the fact that Indemnitee is or was serving in such capacity (“ Liability Insurance ”) in reasonable amounts from established and reputable insurers.

(c) In all applicable policies of Liability Insurance, Indemnitee will be named as an insured and will be covered by such policies in accordance with their terms to the maximum extent of the coverage available for any director, officer, employee, or agent or fiduciary under such policy or policies.

(d) Notwithstanding the foregoing, the Company will have no obligation to maintain Liability Insurance if the Company determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate to the amount of coverage provided, the coverage provided by such insurance is limited by exclusions so as to provide an insufficient benefit, or Indemnitee is covered by similar insurance maintained by a subsidiary of the Company or by another Person pursuant to a contractual obligation owed to the Company. The Company shall provide at least 30 days’ notice to Indemnitee prior to ceasing the maintenance of Liability Insurance. The Company’s decision whether or not to adopt and maintain such insurance will not affect in any way its obligations to indemnify the Indemnitee under this Agreement or otherwise.

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(e) Following the receipt of a notice of a claim pursuant to the terms of this Agreement, the Company will give prompt notice of the commencement of such Proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company will thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such Proceeding in accordance with the terms of such policies.

(f) Except as set forth in Section 8(g) below, in the event of any payment under this Agreement, the Company will be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who will execute all papers required and take all action reasonably necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(g) The Company hereby acknowledges that Indemnitee may have rights to indemnification or advancement of Expenses or insurance provided by one or more Persons with whom or which the Indemnitee may be associated [(including, without limitation, any Sponsor Entity)] (collectively, the “ Third Party Indemnitors ”). The Company hereby agrees that (i) it is the indemnitor of first resort and that the obligations of the Company to Indemnitee are primary and any obligation of the Third Party Indemnitors to provide indemnification for or advancement of Expenses incurred by Indemnitee are secondary, (ii) the Indemnitee’s right to indemnification under this Agreement, and the Certificate of Incorporation and the Bylaws, including the right to advancement of Expenses, indemnification, and contribution, shall not be diminished, modified, qualified, or otherwise affected by any right of Indemnitee against any Third Party Indemnitor, and (iii) it irrevocably waives, relinquishes, and releases the Third Party Indemnitors from any and all claims against the Third Party Indemnitors for contribution, subrogation, or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Third Party Indemnitors on behalf of the Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the foregoing and the Third Party Indemnitors shall have the right of contribution and be subrogated to the extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Third Party Indemnitors are third party beneficiaries of the terms of this Section 8(g) .

9. Exception to Right of Indemnification . Notwithstanding any provision in this Agreement, the Company will not be obligated under this Agreement to make any indemnification in connection with:

(a) any claim made against Indemnitee for which payment has actually been made to or on behalf of Indemnitee under any insurance policy held by the Company or other indemnity provision, except with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; provided , however , that the foregoing shall not affect the rights of Indemnitee or the Third Party Indemnitors set forth in Section 8(g) above;

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(b) any claim made against Indemnitee for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within the meaning of Section 16(b) of the Exchange Act (as defined below) or similar provisions of state law; or

(c) except as otherwise provided in Section 7 , any Proceeding (or any part of any Proceeding) initiated by Indemnitee [or any Sponsor Entity], including any Proceeding (or any part of any Proceeding) initiated by Indemnitee [or any Sponsor Entity] against the Company or its directors, officers, employees, or other indemnitees, unless (i) the Board authorized the Proceeding (or such part of any Proceeding) prior to its initiation, (ii) such indemnification is expressly required to be made by applicable law or (iii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.

10. Duration of Agreement . All agreements and obligations of the Company contained in this Agreement will continue during the period Indemnitee is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent of another Person) and will continue thereafter so long as Indemnitee is, or may be made, the subject to any Proceeding (or any proceeding commenced under Section 7 ) by reason of his or her Corporate Status, regardless of whether he or she is acting or serving in any such capacity at the time any liability or Expense is incurred for which indemnification can be provided under this Agreement. This Agreement will be binding upon and inure to the benefit of and be enforceable by the parties and their respective successors (including any direct or indirect successor by purchase, merger, consolidation, reorganization, or otherwise to all or a majority of the business, assets or income or revenue generating capacity of the Company), assigns, spouses, heirs, executors, and personal and legal representatives.

11. Successors and Binding Agreement . The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization, or otherwise) to all or a majority of the business, assets, or income or revenue generating capacity of the Company, by agreement in form and substance reasonably satisfactory to Indemnitee, to expressly assume and agree to perform this Agreement in the same manner and to the same extent the Company would be required to perform if no such succession had taken place. This Agreement shall be binding upon and inure to the benefit of the Company and any successor to the Company by operation of law or otherwise.

12. Enforcement .

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it by this Agreement in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in serving as an officer or director of the Company.

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(b) Subject to Section 8(a) hereof, this Agreement constitutes the entire agreement between the parties hereto with respect to the matter hereof and supersedes all prior written and oral, and contemporaneous oral, agreements, negotiations, and understandings, express or implied, between the parties with respect to the subject matter hereof. This Section 12(b) will not be construed to limit any other rights Indemnitee may have under the Certificate of Incorporation, the Bylaws, applicable law or otherwise.

13. Period of Limitations . No legal action may be brought and no cause of action may be asserted by or in the right of the Company against Indemnitee, Indemnitee’s estate, spouse, heirs, executors, or personal or legal representatives after the expiration of two years from the date of accrual of such cause of action, and any claim or cause of action of the Company will be extinguished and deemed released, unless asserted by the timely filing of a legal action within such two year period; provided , however , that if any shorter period of limitations is otherwise applicable to any such cause of action, such shorter period will govern.

14. Definitions . For purposes of this Agreement:

(a) “ Corporate Status ” describes the status of a person who is or was a director, officer, manager, partner, trustee, employee, agent, or fiduciary of the Enterprise that such person is or was serving at the express request of the Company and includes, without limitation, the status of such person as an advisor to the Enterprise prior to the commencement of service in any other Corporate Status.

(b) “ Change in Control ” will be deemed to occur upon the earliest to occur after the date of this Agreement of any of the following events:

(i) any Acquiring Person (as defined below) is or becomes the Beneficial Owner (as defined below), directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities;

(ii) during any period of two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a Person who has entered into an agreement with the Company to effect a transaction described in paragraphs (i), (iii) or (iv) of this definition) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

(iii) the effective date of a merger or consolidation of the Company with any other Person, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than

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50% of the combined voting power of the voting securities of the surviving Person outstanding immediately after such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving Person;

(iv) the approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or a majority of the Company’s assets or income or revenue-generating capacity; or

(v) there occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act, whether or not the Company is then subject to such reporting requirement.

For purposes of the foregoing, the following terms will have the following meanings:

(A) “ Acquiring Person ” will mean a “person” or “group” within the meaning of Sections 13(d) and 14(d) of the Exchange Act; provided , however , that Acquiring Person will exclude (i) the Company, (ii) any trustee or other fiduciary holding securities under an employee benefit plan of the Company, and (iii) any Person owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company.

(B) “ Beneficial Owner ” will have the meaning given to such term in Rule 13d-3 under the Exchange Act; provided , however , that Beneficial Owner will exclude any Person otherwise becoming a Beneficial Owner by reason of the stockholders of the Company approving a merger of the Company with another Person.

(c) “ Disinterested Director ” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification is sought by Indemnitee.

(d) “ Enterprise ” means the Company and any other Person that Indemnitee is or was serving at the express request of the Company.

(e) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(f) “ Expenses ” include all reasonable attorneys’ fees, accountants’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal, state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payment under this Agreement (including taxes that may be imposed upon the actual or deemed receipt of payments under this Agreement with

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respect to the imposition of federal, state, local or foreign taxes), and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, including reasonable compensation for time spent by Indemnitee in connection with the prosecution, defense, preparation to prosecute or defend, investigation, participation, preparation or involvement as a witness, or appeal of a Proceeding or action for indemnification for which Indemnitee is not otherwise compensated by the Company or any third party. “Expenses” also include expenses incurred in connection with any appeal resulting from any Proceeding, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent. “Expenses,” however, do not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.

(g) “ Independent Counsel ” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either such party (other than with respect to matters concerning Indemnitee under this Agreement or of other indemnitees under similar indemnification agreements), or (ii) any other party to the Proceeding giving rise to a claim for indemnification under this Agreement. Notwithstanding the foregoing, the term “Independent Counsel” will not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.

(h) “ Person ” means any individual, corporation, partnership, limited liability company, trust, benefit plan, governmental or quasi-governmental agency, and any other entity, public or private.

(i) “ Proceeding ” includes any threatened, pending, or completed action, claim, suit, arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing, or any other actual, threatened, or completed proceeding, whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative, or investigative, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of the fact that Indemnitee is or was acting in his or her Corporate Status, by reason of any action taken by him or her or of any inaction on his or her part while acting in his or her Corporate Status; in each case whether or not he or she is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including any Proceeding pending on or before the date of this Agreement, but excluding any Proceeding initiated by an Indemnitee pursuant to Section 7 of this Agreement to enforce his or her rights under this Agreement.

[ Insert for any Indemnittee appointed by the EnCap Funds (j) “ Sponsor Entities ” means (i) each of Eclipse Holdings, L.P. (“ Eclipse Holdings ”), EnCap Energy Capital Fund VIII, L.P. (“ EnCap VIII ”), EnCap Energy Capital Fund VIII Co-Investors, L.P. (“ EnCap VIII Co-Invest ”), EnCap Energy Capital Fund IX, L.P. (“ EnCap IX ”

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and, together with EnCap VIII and EnCap VIII Co-Invest, the “ EnCap Funds ”), and (ii) any affiliate of Eclipse Holdings or any of the EnCap Funds and any investment fund or other Person advised or managed thereby; provided , however , that neither the Company nor any of its subsidiaries shall be considered Sponsor Entities hereunder.]

15. Severability . The invalidity or unenforceability of any provision of this Agreement will in no way affect the validity or enforceability of any other provision. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification rights to the fullest extent permitted by applicable law. In the event any provision of this Agreement conflicts with any applicable law, such provision will be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.

16. Modification and Waiver . No supplement, modification, termination, or amendment of this Agreement will be binding unless executed in writing by each of the parties. No waiver of any of the provisions of this Agreement will be deemed or will constitute a waiver of any other provisions of this Agreement (whether or not similar) nor will such waiver constitute a continuing waiver. This Agreement cannot be modified or amended, or any provision of this Agreement waived, by course of conduct.

17. Notice by Indemnitee . Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding or matter that may be subject to indemnification covered under this Agreement. The failure to so notify the Company will not relieve the Company of any obligation that it may have to Indemnitee under this Agreement unless and only to the extent that such failure or delay materially prejudices the Company.

18. Notices . All notices and other communications given or made pursuant to this Agreement will be in writing and will be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications will be sent:

(a) To Indemnitee at the address set forth below Indemnitee’s signature hereto.

(b) To the Company at:

Eclipse Resources Corporation

2121 Old Gatesburg Road, Suite 110

State College, Pennsylvania 16803

Attention: Corporate Secretary

or to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.

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19. Counterparts . This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same Agreement. This Agreement may also be executed and delivered by facsimile signature or other electronic means and in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

20. Rules of Construction .

(a) The headings of the paragraphs of this Agreement are inserted for convenience only and will not be deemed to constitute part of this Agreement or to affect the construction of this Agreement.

(b) Time is of the essence with respect to this Agreement.

(c) Unless the context otherwise requires, references to “Sections” and “Exhibits” are to Sections of, and Exhibits to, this Agreement.

(d) This Agreement will be liberally construed in favor of Indemnitee.

(e) Use of the word “or” will not be exclusive.

(f) Use of defined terms in the singular will include the plural, and vice versa .

21. Governing Law and Consent to Jurisdiction . This Agreement and the legal relations among the parties will be governed by, and construed and enforced in accordance with, the Federal laws of the United States of America and the laws of the State of Delaware, without regard to its conflict of laws rules or any other principle that could result in the application of the laws of any other jurisdiction. The Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement will be brought only in the Court of Chancery of the State of Delaware (the “ Delaware Court ”) and not in any other state or Federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) appoint, to the extent such party is not otherwise subject to service of process in the State of Delaware, The Corporation Trust Company, as such party’s agent in the State of Delaware for acceptance of legal process in connection with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum

22. Section 409A . This Agreement shall be interpreted to comply with or, to the extent possible, be exempt from Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder to the extent applicable (collectively “ Section 409A ”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A. Solely to the extent that any otherwise required payment under this Agreement would not be

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exempt from Section 409A (any such payment, a “ Non-Exempt Payment ”), such Non-Exempt Payment shall comply with the following conditions: (a) the amount of the Non-Exempt Payment payable to Indemnitee in one calendar year shall not affect the amount of expenses eligible for payment or reimbursement in any other calendar year, whether pursuant to this Agreement or any other agreement between the Indemnitee and the Company; (b) the Non-Exempt Payment shall be made to Indemnitee no later than the last day of the calendar year following the calendar year in which Indemnitee incurs or is deemed to have incurred the costs or Expenses giving rise to Indemnitee’s right to the Non-Exempt Payment; and (c) Indemnitee’s right to the Non-Exempt Payment shall not be subject to liquidation or exchange for another benefit. Notwithstanding the foregoing, in the event of a bona fide dispute regarding Indemnitee’s entitlement to the Non-Exempt Payment, payment of the Non-Exempt Payment may be delayed to a later date to the extent permitted by the Treasury Regulations under Section 409A.

[Signature page follows.]

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IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.


ECLIPSE RESOURCES CORPORATION

By:
Name:
Title:



INDEMNITEE


Name:

Address:

[ Signature Page to Indemnification Agreement ]

Exhibit 10.11

ECLIPSE RESOURCES CORPORATION

2014 LONG-TERM INCENTIVE PLAN

Table of Contents


ARTICLE I	GENERAL	1
Section 1.01	Purposes	1
Section 1.02	Definitions	1
Section 1.03	Administration	4
(a)	Authority of the Committee	4
(b)	Manner of Exercise of Committee Authority	5
(c)	Limitation of Liability	5
Section 1.04	Stock Subject to Plan	5
(a)	Total Shares Available	5
(b)	Stock Offered	5
Section 1.05	Eligibility	6
Section 1.06	Award Limitations	6
(a)	Annual Limit on Qualified Performance-Based Awards	6
(b)	Plan Limit on Awards of Incentive Stock Options	6
(c)	Annual Limit on Options and SARs	6
(d)	Annual Limit on Awards to Non-Employee Directors	6
ARTICLE II	AWARDS UNDER THE PLAN	7
Section 2.01	General	7
Section 2.02	Options	7
(a)	Exercise Price	7
(b)	Time and Conditions of Exercise	7
(c)	Payment	7
(d)	Exercise Term	7
(e)	ISOs	8
(f)	Prohibition on Repricing	8
Section 2.03	Stock Appreciation Rights	8
(a)	Right to Payment	8
(b)	Time and Conditions of Exercise	8
(c)	Prohibition on Repricing	9
Section 2.04	Restricted Stock	9
(a)	Restrictions	9
(b)	Rights as Stockholder	9
(c)	Certificates for Stock	9
(d)	Dividends and Splits	9
Section 2.05	Restricted Stock Units	10
Section 2.06	Dividend Equivalent Rights	10
Section 2.07	Stock or Other Stock-Based Awards	10
Section 2.08	Performance Awards	10
(a)	Performance Conditions	10
(b)	Performance Awards Granted to Covered Employees	10
(c)	Written Determinations	12
ARTICLE III	PROVISIONS APPLICABLE TO AWARDS	13
Section 3.01	Term of Awards	13
Section 3.02	Forfeiture Events	13
Section 3.03	No Rights as a Stockholder	13
Section 3.04	Form and Timing of Payment under Awards; Deferrals	13


Section 3.05	Existence of Plans and Awards	14
Section 3.06	Change of Control	14
(a)	General	14
(b)	Options and SARs	14
Section 3.07	Adjustments	15
Section 3.08	Substitute Awards	15
Section 3.09	Transferability of Awards	15
Section 3.10	Taxes	16
Section 3.11	Amendment, Modification and Termination	16
Section 3.12	Correction of Errors	17
Section 3.13	Limitation on Rights Conferred under Plan	17
Section 3.14	Unfunded Status of Awards	17
Section 3.15	Nonexclusivity of this Plan	17
Section 3.16	Fractional Shares	17
Section 3.17	Severability	18
Section 3.18	Governing Law	18
Section 3.19	Conditions to Delivery of Stock	18
Section 3.20	Special Provisions Related Section 409A of the Code	18
Section 3.21	Plan Establishment and Term	18

ARTICLE I

GENERAL

Section 1.01 Purposes . The purposes of the Eclipse Resources Corporation 2014 Long-Term Incentive Plan (the “ Plan ”) are to assist the Company and its Affiliates to attract, retain and motivate officers, directors, employees (including prospective employees) and consultants, and to promote the alignment of their interests with those of the Company’s stockholders.

Section 1.02 Definitions . Wherever the following terms are used they will have the meanings set forth below, unless the context clearly indicates otherwise:

(a) “ Affiliate ” means a corporation, partnership, business trust, limited liability company, or other form of business organization at least a majority of the total combined voting power of all classes of stock or other equity interests of which is directly or indirectly owned by the Company.

(b) “ Award ” means any Option, SAR, Restricted Stock Award, Restricted Stock Unit, Dividend Equivalent Right, Other Stock-Based Award or Performance Award, together with any other right or interest granted under the Plan to a Participant.

(d) “ Beneficial Owner ” has the meaning set forth in Rule 13d-3 under the Exchange Act.

(e) “ Beneficiary ” means one or more persons, trusts or other entities designated by a Participant, in his or her most recent written beneficiary designation filed with the Committee (pursuant to a form prescribed by the Committee), to receive the benefits specified under this Plan upon such Participant’s death, or to which Awards or other rights are transferred as permitted under Section 3.09 . If upon a Participant’s death there is no designated Beneficiary or surviving designated Beneficiary, the term Beneficiary means the Participant’s estate.

(f) “ Board ” means the Company’s Board of Directors.

(g) “ Change of Control ” means, except as otherwise provided in an Award Agreement, the occurrence of any of the following:

(i) A transaction or series of related transactions (other than an offering of Stock to the general public through a registration statement filed with the Securities and Exchange Commission) whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any subsidiary of the Company, any employee benefits plan (or related trust) sponsored or maintained by the Company or any subsidiary of the Company, or any “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control

with, the Company (collectively, “ Excluded Persons ”)) directly or indirectly becomes the Beneficial Owner of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities with respect to the election of directors of the Company; or

(ii) During any twenty-four (24) consecutive month period, the individuals who, at the beginning of such period, constitute the Board (the “ Incumbent Directors ”) cease for any reason other than death to constitute at least a majority of the Board; provided , however , that except as set forth in the following sentence, an individual who becomes a member of the Board subsequent to the beginning of the twenty-four (24) month period will be deemed to have satisfied such twenty-four (24) month requirement (and be an Incumbent Director) if such director was elected by, or on the recommendation of or with the approval of, at least two-thirds (2/3) of the directors who then qualified as Incumbent Directors;

(iii) The consummation of a sale or disposition of all or substantially all the Company’s assets in one or a series of related transactions;

(iv) The consummation of a merger, consolidation, or reorganization of the Company or the acquisition of outstanding Stock and as a result of or in connection with such transaction (A) fifty (50%) or more of the outstanding Stock or the voting securities of the Company outstanding immediately prior thereto or the outstanding shares of common stock or the combined voting power of the outstanding voting securities of the surviving entity are owned, directly or indirectly, by any other person other than an Excluded Person, or (B) the voting securities of the Company outstanding immediately prior thereto do not immediately after such transaction continue to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization; or

(v) The stockholders of the Company approve a plan of complete liquidation or dissolution of the Company.

(h) “ Code ” means the Internal Revenue Code of 1986, as amended. Any reference herein to a section of the Code includes any successor provision to such section.

(i) “ Committee ” means a committee of two or more directors designated by the Board to administer this Plan, and, to the extent the Board determines it is appropriate for the compensation realized from Awards under the Plan to be “performance-based” compensation under section 162(m) of the Code, will be a committee or subcommittee of the Board composed of two or more members, each of whom is an “outside director” within the meaning of section 162(m) of the Code, and which, to the extent the Board determines it is appropriate for Awards under the Plan to qualify for the exemption available under Rule 16b-3, will be a committee or subcommittee of the Board composed of two or more members, each of whom is a “non-employee director” within the meaning of Rule 16b-3.

(j) “ Covered Employee ” means an Eligible Person who is both (i) designated by the Committee as likely to be a “covered employee” within the meaning of section 162(m)(3)

of the Code, and (ii) expected by the Committee to be the recipient of compensation (other than “performance-based compensation” under section 162(m)(3) of the Code) in excess of $1,000,000 for the tax year of the Company with regard to which a deduction for compensation paid to such Participant under the Plan would be allowed notwithstanding section 162(m) of the Code.

(k) “ Dividend Equivalent Right ” means a right granted under Section 2.06 , which represents an unfunded and unsecured promise to pay to the recipient amounts equal to all or any portion of the regular cash dividends that would be paid on shares of Stock covered by an Award if such shares had been delivered pursuant to an Award.

(l) “ Effective Date ” means, notwithstanding the Plan’s establishment date described in Section 3.21 , the first date on which Awards may be granted pursuant to the Plan, which date will be immediately prior to the closing of the initial public offering of the Company.

(m) “ Eligible Person ” means an individual described in Section 1.05 .

(n) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

(o) “ Exercise Price ” means (i) the case of Options, the price specified in the recipient’s Award Agreement as the price-per-share of Stock at which such share can be purchased pursuant to the Option, or (ii) in the case of SARs, the price specified in the recipient’s Award Agreement as the reference price-per-share of Stock used to calculate the amount payable upon settlement of the SAR.

(p) “ Fair Market Value ” means, with respect to Stock as of any specified date, (i) if the Stock is traded on a national securities exchange, the closing price of the Stock on the immediately preceding date (or if no sales occur on that date, on the last preceding date on which such sales of the Stock are so reported); (ii) if the Stock is not traded on a national securities exchange but is traded over the counter, the average between the reported high and low or closing bid and asked prices of the Stock on the most recent date on which Stock was publicly traded; (iii) if the Stock is not publicly traded, the amount determined by the Committee in its discretion in such manner as it deems appropriate; or (iii) if the specified date is the date of an initial public offering of Stock, the offering price under such initial public offering. In all events, Fair Market Value will be determined pursuant to a method that complies with the requirements of section 409A of the Code.

(q) “ Incentive Stock Option ” or “ ISO ” means an Option that is intended to qualify for special Federal income tax treatment pursuant to sections 421 and 422 of the Code, and which is so designated in the applicable Award Agreement.

(r) “ Non-Employee Director ” means a member of the Board who is not an employee of the Company or any of its subsidiaries.

(s) “ Nonqualified Stock Option ” means an Option that is not an Incentive Stock Option.

(t) “ Option ” means a right granted to a Participant under Section 2.02 to purchase Stock at a specified price during specified time periods.

(u) “ Other Stock-Based Award ” means an Award granted to a Participant under Section 2.07 .

(v) “ Participant ” means, as of a specified date, a person who holds an Award that is outstanding as of such specified date.

(w) “ Performance Award ” means a right, granted to a Participant under Section 2.08 , to receive a cash payment, Stock or other Award based upon performance criteria specified by the Committee.

(x) “ Qualified Performance-Based Award ” means a Performance Award granted to a Covered Person that is intended to qualify as “performance-based compensation” within the meaning of section 162(m)(3) of the Code.

(y) “ Restricted Stock ” means Stock granted to a Participant under Section 2.03 , that is subject to certain restrictions and to a risk of forfeiture.

(z) “ Restricted Stock Unit ” means an unfunded and unsecured right granted to a Participant under Section 2.05 , to receive Stock, cash or a combination thereof at the end of a specified period, which right is subject to certain restrictions and to a risk of forfeiture.

(aa) “ Rule 16b-3 ” means Rule 16b-3, promulgated by the Securities and Exchange Commission under section 16 of the Exchange Act, applicable to the Plan and Participants.

(bb) “ Section 162(m) Transition Period ” has the meaning set forth in Section 2.08(b) .

(cc) “ Securities Act ” means the Securities Act of 1933, as amended.

(dd) “ Stock ” means the Company’s common stock, par value $0.01 per share, and such other securities as may be substituted for Stock pursuant to Section 3.07 .

(ee) “ Stock Appreciation Right ” or “ SAR ” means a right to receive, upon exercise thereof, the excess of (i) the Fair Market Value of one share of Stock on the date of exercise over (ii) the exercise price of the SAR.

Section 1.03 Administration .

(a) Authority of the Committee . The Plan will be administered by the Committee except to the extent the Board elects to administer the Plan, in which case references herein to the “ Committee ” are deemed to be references to the “ Board .” The Committee has complete control over the administration of the Plan and has the authority in its sole discretion to (i) exercise all of the powers granted to it under the Plan, (ii) to the extent not inconsistent with the Plan, prescribe, amend and rescind rules and regulations relating to the Plan including rules

governing its own operations, (iii) make all determinations necessary or advisable in administering the Plan, (iv) correct any defect, supply any omission and reconcile any inconsistency in the Plan, (v) grant Awards and determine who will receive Awards, when such Awards will be granted and the terms of such Awards, including setting forth provisions with regard to the termination of a recipient’s employment or service, (vi) accelerate the time or times at which an Award becomes vested, unrestricted or may be exercised, and (vii) waive or amend any goals, restrictions or conditions set forth in an Award Agreement, unless otherwise provided in the Award Agreement. The determinations of the Committee will be final, binding and conclusive. By accepting any Award under the Plan, each Participant and each person claiming under or through him or her will be conclusively deemed to have indicated his or her acceptance and ratification of, and consent to, any action taken under the Plan by the Committee.

(b) Manner of Exercise of Committee Authority . Actions of the Committee may be taken by the vote of a majority of its members present at a meeting (which may be held telephonically). Any action taken by written instrument signed by a majority of the Committee members, and action so taken, will be fully as effective as if it had been taken by a vote at a meeting. The Committee may allocate among its members and delegate to any person who is not a member of the Committee, any of its powers, responsibilities or duties. In delegating its authority the Committee will consider the extent to which any delegation may cause an Award to fail to be deductible under section 162(m) of the Code or to fail to meet the requirements of Rule 16b-3.

(c) Limitation of Liability . The Committee and each member thereof will be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or employee of the Company, the Company’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of this Plan. Members of the Committee and any officer or employee of the Company acting at the direction or on behalf of the Committee will not be personally liable for any action or determination taken or made in good faith with respect to this Plan, and will, to the fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination. The foregoing right of indemnification is not exclusive of any other rights of indemnification to which the member may be entitled under the Company’s certificate of incorporation or by-laws, each as may be amended from time to time, or otherwise.

Section 1.04 Stock Subject to Plan .

(a) Total Shares Available . Subject to adjustment as provided in Section 3.07 , the aggregate number of shares of Stock reserved and available for issuance under the Plan will be . No Award may be granted if the number of shares of Stock to be delivered in connection with such Award exceeds the number of shares of Stock remaining available under the Plan minus the aggregate number of shares of Stock to be delivered in connection with then-outstanding Awards. If an Award is forfeited or otherwise terminates or is canceled without the delivery of shares of Stock, shares of Stock are surrendered or withheld from an Award to satisfy any obligation of the Participant (including Federal or state taxes) or shares of Stock owned by a Participant are tendered to pay the exercise price of an Award, then the shares of Stock covered by such forfeited, terminated or canceled Award or which are equal to the number of shares of Stock surrendered, withheld or tendered, will again become available for issuance under the Plan.

(b) Stock Offered . The shares of Stock that may be delivered pursuant to Awards may be authorized but unissued Stock or authorized and issued Stock held in the Company’s treasury, or otherwise acquired for purposes of the Plan.

Section 1.05 Eligibility . Awards under the Plan may be made to current, former (solely with respect to their final year of service) and prospective officers, directors, employees and consultants of the Company or an Affiliate as the Committee may select.

Section 1.06 Award Limitations . Except as provided under this Section 1.06 , there is no limit on the amount of cash and securities (other than the overall Plan limit on shares of Stock as provided in Section 1.04 ) that may be subject to Awards to any Eligible Person under the Plan.

(a) Annual Limit on Qualified Performance-Based Awards . The maximum number of shares of Stock with respect to which Qualified Performance-Based Awards may be granted during any calendar year to any Covered Employee shall be (as adjusted pursuant to the provisions of Section 3.07 ). The maximum payment under any Qualified Performance-Based Award denominated in dollars that may be granted during any calendar year to any Covered Employee shall be $ for each 12-month period contained in the performance period for such Qualified Performance-Based Award.

(b) Plan Limit on Awards of Incentive Stock Options . Subject to adjustment as provided in Section 3.07 , no more than shares of Stock that can be delivered under the Plan may be deliverable pursuant to the exercise of Incentive Stock Options.

(c) Annual Limit on Options and SARs . In any single calendar year an employee may not be granted Options or SARs covering or relating to more than shares of Stock, subject to adjustment in a manner consistent with any adjustment made pursuant to Section 3.07 .

(d) Annual Limit on Awards to Non-Employee Directors . The maximum number of shares of Stock with respect to which Awards may be granted during any calendar year to any Non-Employee Director shall be (as adjusted pursuant to the provisions of Section 3.07 ). The maximum payment under any Award denominated in dollars that may be granted during any calendar year to any Non-Employee Director shall be $ .

ARTICLE II

AWARDS UNDER THE PLAN

Section 2.01 General . Options, SARs, Restricted Stock Units, Restricted Stock, Performance Awards, Other Stock-Based Awards, or any combination thereof, may be granted to such Eligible Persons and for, covering or relating to, such number of shares of Stock as the Committee may determine. Determinations made by the Committee under the Plan need not be uniform and Awards may be made selectively among Eligible Persons under the Plan, whether or not such Eligible Persons are similarly situated.

Section 2.02 Options . The Committee is authorized to grant Options to Eligible Persons on the following terms and conditions:

(a) Exercise Price . The exercise price per share of Stock under an Option will be determined by the Committee, provided that the exercise price for any Option (other than an Option issued as a substitute Award pursuant to Section 3.08 ) will not be less than the Fair Market Value per share of Stock on the date of grant (or in the case of an Incentive Stock Option granted to an individual who possesses more than 10 percent of the total combined voting power of all classes of stock of the Company or its parent or any subsidiary, 110% of the Fair Market Value per share of Stock on the date of grant).

(b) Time and Conditions of Exercise . The Committee will determine the time or times at which an Option may be exercised in whole or in part. Except as otherwise determined by the Committee or provided in an Award Agreement or other written agreement between the Participant and the Company or an Affiliate, in the event that the employment of a Participant with the Company and its Affiliates (or the Participant’s service to the Company and its Affiliates) terminates for any reason, (i) all of the Participant’s Options that were exercisable on the date of such termination of employment or service will remain exercisable for, and will otherwise terminate at the end of, a period of 90 days after the date of such termination, but in no event after the expiration date of the Options, and (ii) all of the Participant’s Options that were not exercisable on the date of such termination will be forfeited immediately; provided , however , that such Options may become fully vested and exercisable in the discretion of the Committee.

(c) Payment . The Committee will determine the methods by which the exercise price of any Option may be paid, the form of payment, and the methods by which shares of Stock will be delivered or deemed to be delivered to a Participant upon his or her exercise of the Option. As determined by the Committee at or after the date of grant of an Option, the payment of the exercise price of an Option may be made, in whole or in part, in the form of (i) cash or cash equivalents, (ii) delivery (by either actual deliver or attestation) of previously-acquired shares of Stock based on the Fair Market Value of such Stock on the date of exercise, (iii) withholding of shares of Stock from the Option based on the Fair Market Value of such Stock on the date of exercise, (iv) broker-assisted market sales, or (v) any other cashless exercise arrangement.

(d) Exercise Term . No Option granted under the Plan may be exercisable for more than ten years following the date of grant of the Option.

(e) ISOs . The Committee may grant Incentive Stock Options only to eligible employees of the Company or its subsidiaries (as defined for this purpose in section 424(f) of the Code). The terms of any ISO granted under this Plan will comply in all respects with the provisions of section 422 of the Code. ISOs may not be granted more than ten years after the earlier of the adoption of this Plan or the approval of this Plan by the Company’s stockholders. Notwithstanding the foregoing, the Fair Market Value of the shares of Stock subject to an ISO and the aggregate Fair Market Value of the shares of stock of any parent or subsidiary corporation (within the meaning of sections 424(e) and (f) of the Code) subject to any other ISO (within the meaning of section 422 of the Code) of the Company or a parent or subsidiary corporation (within the meaning of sections 424(e) and (f) of the Code) that first becomes purchasable by a Participant in any calendar year may not (with respect to that Participant) exceed $100,000, or such other amount as may be prescribed under section 422 of the Code. Failure to comply with this provision will cause the excess to be reclassified as Nonqualified Stock Options in accordance with the Code.

(f) Prohibition on Repricing . Except as otherwise provided in Section 3.07 , without the prior approval of the stockholders of the Company: (i) the exercise price of an Option may not be reduced, directly or indirectly, (ii) an Option may not be cancelled in exchange for cash in an amount, or other Awards with a value, that exceeds the excess, if any, of the Fair Market Value of the shares of Stock subject to the Option at the time of the cancellation or exchange over the exercise price of such Option, or for Options or SARs with an exercise price that is less than the exercise price of the original Option, except as permitted in accordance with Section 3.06, and (iii) the Company may not repurchase an Option for value (in cash, substitutions, cash buyouts, or otherwise) from a Participant if the current Fair Market Value of the Stock underlying the Option is lower than the exercise price of the Option.

Section 2.03 Stock Appreciation Rights . The Committee is authorized to grant SARs to Eligible Persons on the following terms and conditions:

(a) Right to Payment . Upon the exercise of a SAR the Participant has the right to receive, for each share of Stock with respect to which the SAR is being exercised, the excess, if any, of (i) the Fair Market Value of one share of Stock on the date of exercise, over (ii) the exercise price of the SAR as determined by the Committee and set forth in the Award Agreement, which exercise price will not be less than the Fair Market Value of the Stock on the date of grant of the SAR.

(b) Time and Conditions of Exercise . The Committee will determine the time or times at which and the circumstances under which a SAR may be exercised in whole or in part (including based on achievement of performance goals or future service requirements), the method of exercise, method of settlement, form of consideration payable in settlement, method by or forms in which Stock will be delivered or deemed to be delivered to Participants, and any other terms and conditions of the SAR. Except as otherwise determined by the Committee or provided in an Award Agreement or other written agreement between the Participant and the Company or an Affiliate, in the event that the employment of a Participant with the Company and its Affiliates (or the Participant’s service to the Company and its Affiliates) terminates for any reason, (i) all of the Participant’s SARs that were exercisable on the date of such termination of employment or service will remain exercisable for, and will otherwise terminate at the end of,

a period of 90 days after the date of such termination, but in no event after the expiration date of the SARs, and (ii) all of the Participant’s SARs that were not exercisable on the date of such termination will be forfeited immediately; provided , however , that such SARs may become fully vested and exercisable in the discretion of the Committee.

(c) Prohibition on Repricing . Except as otherwise provided in Section 3.07 , without the prior approval of the stockholders of the Company: (i) the exercise price of a SAR may not be reduced, directly or indirectly, (ii) a SAR may not be cancelled in exchange for cash in an amount, or other Awards with a value, that exceeds the excess, if any, of the Fair Market Value of the shares of Stock subject to the SAR at the time of the cancellation or exchange over the exercise price of such SAR, or for Options or SARs with an exercise price that is less than the exercise price of the original SAR, except as permitted in accordance with Section 3.06, and (iii) the Company may not repurchase a SAR for value (in cash, substitutions, cash buyouts, or otherwise) from a Participant if the current Fair Market Value of the Stock underlying the SAR is lower than the exercise price of the SAR.

Section 2.04 Restricted Stock . The Committee may grant Awards of Restricted Stock to Eligible Persons on the following terms and conditions:

(a) Restrictions . Shares of Restricted Stock will be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals or future service requirements), in such installments or otherwise, as the Committee may determine. During the restricted period applicable to the Restricted Stock, the Restricted Stock may not be sold, transferred, pledged, hypothecated, margined or otherwise encumbered by the Participant, except as permitted pursuant to Section 3.09.

(b) Rights as Stockholder . Upon the issuance of shares of Restricted Stock in the name of a Participant the Participant will have the rights of a stockholder with respect to the shares of Restricted Stock and will become the record holder of such shares, subject to the provisions of the Plan and the Award Agreement.

(c) Certificates for Stock . Restricted Stock granted under this Plan may be evidenced in such manner as the Committee may determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificates bear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Company retain physical possession of the certificates, and that the Participant deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock.

(d) Dividends and Splits . As a condition to the grant of an Award of Restricted Stock, the Committee may require or permit a Participant to elect that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted Stock, applied to the purchase of additional Awards, or deferred without interest to the date of vesting of the associated Restricted Stock. Unless otherwise determined by the Committee, Stock distributed in connection with a stock split or stock dividend, and other

property (other than cash) distributed as a dividend, will be subject to restrictions and a risk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed.

Section 2.05 Restricted Stock Units . The Committee may at any time and from time to time grant Restricted Stock Units under the Plan to such Eligible Persons and in such amounts as it determines. Each Restricted Stock Unit will entitle the recipient to receive upon vesting one share of Stock from the Company or an amount of cash equal to the Fair Market Value of one share of Stock, or a combination thereof, as determined by the Committee. Restricted Stock Units granted to a Participant will be subject to risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times, under such circumstances (including based on achievement of performance goals or future service requirements), in such installments or otherwise, as the Committee may determine.

Section 2.06 Dividend Equivalent Rights . The Committee may grant Dividend Equivalent Rights to a Participant, entitling the Participant to receive cash, Stock, other Awards, or other property equal in value to dividends paid with respect to a specified number of shares of Stock. Dividend Equivalent Rights may be awarded on a free-standing basis or in connection with another Award, and may be subject to such restrictions on transferability and risks of forfeiture as the Committee may specify. The Committee may provide that Dividend Equivalent Rights will be paid or distributed when accrued or deemed reinvested in additional Stock, other Awards or other investment vehicles.

Section 2.07 Stock or Other Stock-Based Awards . The Committee is authorized, subject to the limitations under applicable law, to make such other Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of Stock, as deemed by the Committee to be consistent with the purposes of the Plan, including without limitation shares of Stock awarded purely as a “bonus” and not subject to any restrictions or conditions, convertible or exchangeable debt securities, other rights convertible or exchangeable into shares of Stock, and Awards valued by reference to the book value of shares of Stock. The Committee will determine the terms and conditions of such Awards.

Section 2.08 Performance Awards .

(a) Performance Conditions . The right of a Participant to exercise or receive a grant or settlement of any Award, and the timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions, and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions, except as limited under Section 2.08(b) .

(b) Performance Awards Granted to Covered Employees . If the Committee intends that a Performance Award to be granted to a Covered Person should qualify as “performance-based compensation” for purposes of section 162(m) of the Code, the grant, exercise or settlement of such Performance Award will be contingent upon achievement of pre-established performance goals and other terms set forth in this Section 2.08(b) . Notwithstanding

anything to the contrary in the Plan, the Company intends to rely on the transition relief set forth in Treasury Regulation § 1.162-27(f) and, as such, the deduction limitation imposed by section 162(m) of the Code will not apply to the Company until the earliest to occur of (i) the material modification of the Plan within the meaning of Treasury Regulation § 1.162-27(h)(1)(iii), or (ii) the first meeting of the shareholders of the Company at which directors are to be elected that occurs after December 31, 2018 (the “ Section 162(m) Transition Period ”) and during the Section 162(m) Transition Period awards to Covered Employees will only be required to comply with the annual award limitations in Section 1.06 .

(i) Performance Goals Generally . The performance goals for such Performance Awards will consist of one or more business criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 2.08(b) . Performance goals will be objective and will be designed to meet the requirements for “performance-based compensation” under section 162(m) of the Code. The Committee may determine that such Performance Awards will be granted, exercised, or settled upon achievement of any one or more performance goals.

(A) Performance Goals . One or more of the following business criteria will be used by the Committee in establishing performance goals for such Performance Awards: (1) earnings per share, (2) increase in revenues, (3) increase in cash flow, (4) increase in cash flow from operations, (5) increase in cash flow return, (6) return on net assets, (7) return on assets, (8) return on investment,(9) return on capital, (10) return on equity, (11) economic value added, (12) operating margin, (13) contribution margin, (14) net income, (15) net income per share, (16) pretax earnings, (17) pretax earnings before interest, (18) depreciation and amortization, (19) pretax operating earnings after interest expense and before incentives, service fees, and extraordinary or special items, (20) total stockholder return, (21) debt reduction, (22) market share, (23) change in the fair market value of Stock, (24) operating income, (25) amount of oil and natural gas reserves, (26) oil and natural gas reserve additions, (27) cost of finding oil and natural gas reserves, (28) oil and natural gas reserve replacement ratios, (29) oil and natural gas production amounts, (30) oil and natural gas production sales amounts, (31) safety targets, and (32) regulatory compliance. Such performance goals may be measured on a generally accepted accounting principles (GAAP) or non-GAAP basis, and be based solely by reference to the performance of the Company as a whole or any subsidiary, division, business segment or business unit of the Company, or any combination thereof or based upon the relative performance of other companies or upon comparisons of any of the indicators of performance relative to a peer group of other companies. Unless otherwise stated in an Award Agreement a performance goal need not be based on an increase or positive result under a particular business criterion and could include, for example, maintaining the status quo or limiting economic losses (measured, in each case, by reference to specific business criteria).

(B) Adjustments to Performance Goals . The Committee may provide that one or more objectively determinable adjustments will be made to one or more of the performance goals. Such adjustments may include one or more of the following: (1) items related to a change in accounting principle; (2) items relating to financing activities; (3) expenses for restructuring or productivity initiatives; (4) other non-operating items; (5) items related to acquisitions; (6) items attributable to the business operations of any entity acquired by the Company during the applicable performance period; (7) items related to the disposal of a

business or segment of a business; (8) asset write downs; (9) items related to discontinued operations that do not qualify as a segment of a business under applicable accounting standards; (10) items attributable to any stock dividend, stock split, combination or exchange of stock occurring during the applicable performance period; (11) any other items of significant income or expense which are determined to be appropriate adjustments; (12) items relating to unusual or extraordinary corporate transactions, events or developments, (13) items related to amortization of acquired intangible assets; (14) items that are outside the scope of the Company’s core, on-going business activities; (15) items relating to changes in tax laws; (16) items relating to major licensing or partnership arrangements; (17) items relating to asset impairment charges; (18) items relating to gains or losses for litigation, arbitration and contractual settlements; or (19) items relating to any other unusual or nonrecurring events or changes in applicable law, accounting principles or business conditions identified by the Committee.

(ii) Performance Period; Timing for Establishing Performance Goals . Achievement of performance goals in respect of such Performance Awards will be measured over a performance period of up to ten years, as specified by the Committee. Performance goals will be established not later than 90 days after the beginning of any performance period, or at such other date as may be required or permitted for “performance-based compensation” under section 162(m) of the Code.

(iii) Performance Award Pool . The Committee may establish a Performance Award pool, which will be an unfunded pool, for purposes of measuring performance of the Company in connection with Performance Awards. The amount of such Performance Award pool will be based upon the achievement of a performance goal or goals based on one or more of the criteria set forth in Section 2.08(b)(i) hereof during the given performance period, as specified by the Committee in accordance with Section 2.08(b)(ii) hereof. The Committee may specify the amount of the Performance Award pool as a percentage of any of such criteria, a percentage thereof in excess of a threshold amount, or as another amount which need not bear a strictly mathematical relationship to such criteria.

(iv) Settlement of Performance Awards; Other Terms . After the end of each performance period, the Committee will determine the amount, if any, of (A) the Performance Award pool and the maximum amount of the potential Performance Award payable to each Participant in the Performance Award pool, or (B) the amount of the potential Performance Award otherwise payable to each Participant. Settlement of such Performance Awards will be in cash, Stock, other Awards or other property, in the discretion of the Committee. The Committee may reduce the amount of any settlement otherwise to be made in connection with such Performance Awards, but may not increase any such amount payable to a Covered Employee in respect of a Performance Award subject to this Section 2.08(b) . The Committee will specify the circumstances in which such Performance Awards will be paid or forfeited in the event of a Participant’s termination of employment before the end of a performance period or settlement date.

(c) Written Determinations . All determinations by the Committee as to the establishment of performance goals, the amount of any Performance Award pool or potential individual Performance Awards, or the achievement of performance goals relating to Performance Awards under Section 2.08(b) , will be made in writing in the case of any Award intended to qualify as “performance-based compensation” under section 162(m) of the Code. The Committee may not delegate any responsibility relating to such Performance Awards.

ARTICLE III

PROVISIONS APPLICABLE TO AWARDS

Section 3.01 Term of Awards . Except as specified herein, the term of each Award will be for such period as may be determined by the Committee; provided , however , that in no event will the term of any Option or SAR exceed a period of ten years (or such shorter term as may be required in respect of an ISO under section 422 of the Code).

Section 3.02 Forfeiture Events . Awards under the Plan are subject to any compensation recoupment policy that the Company may adopt from time to time that is applicable by its terms to the Participant. In addition, the Committee may specify in an Award Agreement that the Participant’s rights, payments and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but will not be limited to, (i) termination of employment or service for cause, (ii) violation of a material policy of the Company or an Affiliate, (iii) breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, (iv) other conduct by the Participant that is detrimental to the business or reputation of the Company or an Affiliate, or (v) a later determination that the vesting of, or amount realized from, a Performance Award was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria, whether or not the Participant caused or contributed to such material inaccuracy. The Company will seek to recover any Award as required by the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act or any other “clawback” provision required by law or exchange listing standards.

Section 3.03 No Rights as a Stockholder . No Participant (or other person having rights pursuant to an Award) will have any of the rights of a stockholder of the Company with respect to shares of Stock subject to an Award until the delivery of such shares. Except as otherwise provided in Section 3.07 , no adjustments will be made for dividends or distributions (whether ordinary or extraordinary, and whether in cash, shares of Stock, other securities or other property) on, or other events relating to, shares of Stock subject to an Award for which the record date is before the date such shares of Stock are delivered.

Section 3.04 Form and Timing of Payment under Awards; Deferrals . Subject to the terms of this Plan and any applicable Award Agreement, payments to be made by the Company or a subsidiary upon the exercise of an Option or SAR or settlement of any other Award may be made in such forms as the Committee may determine, including without limitation cash, Stock, other Awards or other property, and may be made in a single payment or transfer, in installments, or on a deferred basis; provided , however , that any such deferred payment will be set forth in the Award Agreement or otherwise made in a manner that will not result in additional taxes under section 409A of the Code. Except as otherwise provided herein, the Committee may provide that the settlement of any Award be accelerated, and cash paid in lieu of Stock in connection with such settlement or upon occurrence of one or more specified events (in addition

to a Change of Control). Installment or deferred payments may be required by the Committee (subject to Section 3.11 , including the consent provisions thereof in the case of any deferral of an outstanding Award not provided for in the existing Award Agreement) or permitted at the election of the Participant on terms and conditions established by the Committee and in compliance with the requirements of section 409A of the Code.

Section 3.05 Existence of Plans and Awards . The existence of this Plan and the Awards granted hereunder will not affect in any way the right or power of the Company or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of the Company, any issue of stock or of options, warrants or rights to purchase stock or of bonds, debentures, preferred or prior preference stocks where rights are superior to or affect the Stock or the rights thereof or which are convertible into or exchangeable for Stock, or the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding, whether of a similar character or otherwise.

Section 3.06 Change of Control .

(a) General . Except as otherwise provided in an Award Agreement, in connection with a Change of Control the Committee may, acting in its sole discretion and without the consent of any holder of an Award, accelerate the vesting, delivery or exercisability of, or the lapse of restrictions or deemed satisfaction of performance goals with respect to, any Award. The exercise of the Committee’s discretion under the preceding sentence may vary among individual holders and may vary among Awards. Unless otherwise provided in the applicable Award Agreement and except as otherwise determined by the Committee, in the event of a merger, consolidation, mandatory share exchange or other similar business combination of the Company with or into any other entity (“successor entity”) or any transaction in which another person or entity acquires all of the issued and outstanding Stock, or all or substantially all of the assets of the Company, outstanding Awards may be assumed or a substantially equivalent Award may be substituted by such successor entity or a parent or subsidiary of such successor entity, and such an assumption or substitution will not be deemed to violate this Plan (including, without limitation, Section 2.02(f) or Section 2.03(c) ), or any provision of any Award Agreement.

(b) Options and SARs . Upon a Change of Control described in Section 1.02(g)(iii) or (iv) (a “ Covered Transaction ”), the Committee, acting in its sole discretion, may:

(i) Terminate and cancel any outstanding and unexercised Option or SAR, immediately following which all rights of the holder thereunder will terminate, provided that no Option or SAR may be terminated and canceled without the consent of the holder before the expiration of ten (10) days following the later of date on which the Option or SAR is exercisable or the date on which the holder receives written notice of the Covered Transaction; or

(ii) Require the mandatory surrender to the Company any outstanding and unexercised Option or SAR (irrespective of whether such Option or SAR is then exercisable)

at, preceding or following the time of the Covered Transaction, upon which surrender the Committee will cancel such Option or SAR and pay to the holder an amount of cash (or other consideration including securities or other property) per share equal to the excess, if any, of the Fair Market Value of the shares of Stock subject to the Option or SAR immediately prior to the Covered Transaction (the “ Change of Control Price ”) over the exercise price of such Option or SAR, provided, that, if the exercise price equals or exceeds the Change of Control Price no amount will be payable upon surrender of the Option or SAR.

(c) Dissolution or Liquidation . To the extent not previously exercised, settled or assumed, Options, SARs and Performance Awards shall terminate immediately prior to the dissolution or liquidation of the Company.

Section 3.07 Adjustments . The Committee may adjust the number of shares of Stock authorized pursuant to Section 1.04(a) and will adjust (including, without limitation, by payment of cash) the terms of any Awards (including, without limitation, the number of shares of Stock covered by each Award, the type of property to which the Award relates and the exercise price of any Award), in such manner as it deems appropriate to prevent the enlargement or dilution of rights, for any increase or decrease in the number of issued shares of Stock (or issuance of shares of stock other than shares of Stock) resulting from a recapitalization, stock split, reverse stock split, stock dividend, spinoff, splitup, combination, reclassification or exchange of shares of Stock, merger, consolidation, rights offering, separation, reorganization or any other change in the corporate structure or event, the Committee determines affects the capitalization of the Company; provided, however, that no such adjustment will be required if the Committee determines that such action would cause an Award to fail to satisfy the conditions of an applicable exception from the requirements of Section 409A or otherwise would subject a Participant to an additional tax imposed under Section 409A in respect of an Award. After any adjustment made pursuant to this Section 3.06, the number of shares of Stock subject to each outstanding Award will be rounded down to the nearest whole number as determined by the Committee.

Section 3.08 Substitute Awards . The Committee may grant Awards under the Plan in substitution for stock and stock-based awards held by employees of another entity who become employees of the Company or an Affiliate as a result of a merger or consolidation of the former employing entity with the Company or a Subsidiary or the acquisition by the Company or a Subsidiary of property or stock of the former employing entity. The Committee may direct that the substitute awards be made on such terms and conditions as the Committee determines appropriate in the circumstances.

Section 3.09 Transferability of Awards . No Award (or any rights and obligations thereunder) may be sold, exchanged, transferred or assigned, whether voluntarily or involuntarily, other than by will or by the laws of descent and distribution, and all such Awards (and any rights thereunder) will be exercisable during the life of the Participant only by the Participant or the Participant’s legal representative. Notwithstanding the preceding sentence, the Committee may permit, under such terms and conditions that it deems appropriate in its sole discretion, (a) that a Participant may transfer an Award in whole or in part without payment of consideration to a member of the Participant’s immediate family, to a trust established for the benefit of a member of the Participant’s immediate family, or to a partnership whose only

partners are members of the Participant’s immediate family, or (b) that except as prohibited by Rule 16b-3, a Participant may transfer all or a portion of an Award to a person for which the Participant is entitled to a deduction for a “charitable contribution” under section 170(a)(i) of the Code, provided in either case that no further transfer by such permitted transferee will be permitted, and provided further that the exercise of the Award remains the power and responsibility of the Participant or his or her legal representative. Any sale, exchange, transfer or assignment violation of the provisions of this Section 3.09 will be null and void. All of the terms and conditions of this Plan and the Award Agreements will be binding upon any permitted successors and assigns.

Section 3.10 Taxes . As a condition to the delivery of any shares Stock, other property or cash pursuant to any Award or the lifting or lapse of restrictions on any Award, or in connection with any other event that gives rise to a Federal or other governmental tax withholding obligation on the part of the Company or an Affiliate relating to an Award (including, without limitation, FICA tax), (a) the Company or Affiliate may deduct or withhold (or cause to be deducted or withheld) from any payment or distribution to the Participant, whether or not pursuant to the Plan, (b) the Committee will be entitled to require that the Participant remit cash to the Company or Affiliate (through payroll deduction or otherwise) or (c) the Company or Affiliate may enter into any other suitable arrangements to withhold, in each case in an amount sufficient in the opinion of the Company or Affiliate to satisfy such withholding obligation. If the event giving rise to the withholding obligation involves a transfer of shares of Stock, then, at the discretion of the Committee, the Participant may satisfy the withholding obligation by electing to have the Company withhold shares of Stock (which withholding, unless otherwise provided in the applicable Award Agreement, will be at a rate not in excess of the statutory minimum rate) or by tendering previously owned shares of Stock, in each case having a Fair Market Value equal to the amount of tax to be withheld (or by any other mechanism as may be required or appropriate to conform with local tax and other rules). The Company and any Affiliate is authorized to withhold from any Award granted, or any payment relating to an Award under this Plan, including from a distribution of Stock, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award. This authority includes, without limitation, the authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations, either on a mandatory or elective basis.

Section 3.11 Amendment, Modification and Termination . The Board may amend, alter, suspend, discontinue or terminate this Plan or the Committee’s authority to grant Awards under this Plan without the consent of the Company’s stockholders; provided , however , that if an amendment to the Plan would, in the reasonable opinion of the Board, (i) increase the number of shares of Stock available for issuance under the Plan, (ii) expand the types of Awards under the Plan, (iii) materially expand the class of individuals eligible to participate in the Plan, (iv) materially extend the term of the Plan, or (v) otherwise constitute a material change requirement stockholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of the national securities exchange on which the shares of Stock are then listed, then such amendment will be subject to stockholder approval; and provided further , that the Board may condition any other amendment or modification on the approval of the

Company’s stockholders for any reason. No Board action under this Section 3.11 may materially and adversely affect the rights of a Participant under any outstanding Award held by such Participant immediately prior to the effective time of such Board action.

Section 3.12 Correction of Errors . Notwithstanding anything in this Plan or an Award Agreement to the contrary, the Committee may amend an Award, to take effective retroactively or otherwise, as deemed necessary or advisable for the purpose of correcting errors occurring in connection with the grant or documentation of an Award, including rescinding an Award erroneously granted, including, but not limited to, an Award erroneously granted to an individual who does not qualify as an Eligible Person on the date of grant of the Award. By accepting an Award under the Plan, each Participant agrees to any amendment made pursuant to this Section 3.12 to any Award made under the Plan without further consideration or action.

Section 3.13 Limitation on Rights Conferred under Plan . Neither this Plan nor any action taken hereunder may be construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or an Affiliate, (ii) interfering in any way with the right of the Company or an Affiliate to terminate any Eligible Person’s or Participant’s employment or service relationship at any time, (iii) giving an Eligible Person or Participant any claim to be granted any Award under this Plan or to be treated uniformly with other Participants or employees or other service providers, or (iv) conferring on a Participant any of the rights of a stockholder of the Company unless and until the Participant is duly issued or transferred shares of Stock in accordance with the terms of an Award Agreement and the Plan.

Section 3.14 Unfunded Status of Awards . This Plan is intended to constitute an “unfunded” plan and nothing in the Plan or any Award Agreement will give the Participant any rights that are greater than those of a general creditor of the Company. The Plan will not constitute an “employee benefit plan” for purposes of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.

Section 3.15 Nonexclusivity of this Plan . Neither the adoption of this Plan by the Board nor its submission to the stockholders of the Company for approval may be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements as it may deem desirable, including incentive arrangements and awards which do not qualify under section 162(m) of the Code. Nothing contained in this Plan may be construed to prevent the Company or an Affiliate from taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its best interest, whether or not such action would have an adverse effect on this Plan or any Award made under this Plan. No employee, beneficiary or other person will have any claim against the Company or any Subsidiary as a result of any such action.

Section 3.16 Fractional Shares . No fractional shares of Stock will be issued or delivered pursuant to this Plan or any Award. The Committee may determine whether cash, other Awards or other property will be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto will be forfeited or otherwise eliminated.

Section 3.17 Severability . If any provision of this Plan is held to be illegal or invalid for any reason, the illegality or invalidity will not affect the remaining provisions hereof, but such provision will be fully severable and the Plan will be construed and enforced as if the illegal or invalid provision had never been included herein. If any of the terms or provisions of this Plan or any Award agreement conflict with the requirements of Rule 16b-3 (as those terms or provisions are applied to Eligible Persons who are subject to section 16(b) of the Exchange Act) or section 422 of the Code (with respect to Incentive Stock Options), then those conflicting terms or provisions will be deemed inoperative to the extent they so conflict with the requirements of Rule 16b-3 (unless the Board or the Committee, as appropriate, has expressly determined that the Plan or such Award should not comply with Rule 16b-3) or section 422 of the Code.

Section 3.18 Governing Law . All questions arising with respect to the provisions of the Plan and Awards shall be determined by application of the laws of the State of Delaware, without giving effect to any conflict of law provisions thereof, except to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Stock.

Section 3.19 Conditions to Delivery of Stock . Nothing herein or in any Award granted hereunder or any Award agreement will require the Company to issue any shares with respect to any Award if that issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act or any similar or superseding statute or statutes, any other applicable statute or regulation, or the rules of any applicable securities exchange or securities association, as then in effect.

Section 3.20 Special Provisions Related Section 409A of the Code . It is intended that the payments and benefits provided under the Plan and any Award will either be exempt from the application of, or comply with, the requirements of section 409A of the Code. The Plan and all Award Agreements will be construed in a manner that effects such intent. Nevertheless, the tax treatment of the benefits provided under the Plan or any Award is not warranted or guaranteed. Neither the Company, its Affiliates, nor their respective directors, officers, employees or advisers (other than in his or her capacity as a Participant) will be held liable for any taxes, interest, penalties or other amounts owed by any Participant or other taxpayer as a result of the Plan or any Award.

Section 3.21 Plan Establishment and Term . This Plan was adopted by the Board on [ — ] and approved by the Company’s stockholders on [ — ]. Awards may be granted under this Plan no earlier than the Effective Date specified in Section 1.02(l) , and no Awards may be granted under this Plan on or after the tenth anniversary of the Effective Date.

Exhibit 10.13

FORM OF AGREEMENT OF LIMITED PARTNERSHIP

ECLIPSE HOLDINGS, L.P.

Dated as of , 2014

TABLE OF CONTENTS


		Page
ARTICLE I	ORGANIZATIONAL MATTERS		2

Section 1.1.	Formation		2
Section 1.2.	Name		2
Section 1.3.	Purpose		2
Section 1.4.	Registered Office and Registered Agent: Principal Place of Business		2
Section 1.5.	Foreign Qualification		3
Section 1.6.	Term		3
Section 1.7.	Special Tax Treatment		3

ARTICLE II	DEFINITIONS AND REFERENCES		3

Section 2.1.	Definitions		3
Section 2.2.	References and Construction		11

ARTICLE III	LIMITED PARTNERS		12

Section 3.1.	Partners		12
Section 3.2.	Additional Partners		12
Section 3.3.	Liability to Third Parties		12
Section 3.4.	Withdrawal		12
Section 3.5.	Partners Have No Agency Authority		12
Section 3.6.	Units		12

ARTICLE IV	CAPITALIZATION		13

Section 4.1.	Capital Contributions as of the Effective Date		13
Section 4.2.	Capital Contributions on the Subsequent Closing Date		13
Section 4.3.	Interest on and Return of Capital Contributions		13
Section 4.4.	No Other Capital Contributions		13

ARTICLE V	ALLOCATIONS AND DISTRIBUTIONS		13

Section 5.1.	Allocations of Profits and Losses		13
Section 5.2.	Capital Accounts		14
Section 5.3.	Additional Provisions Regarding Capital Accounts		14
Section 5.4.	Distributions		15

ARTICLE VI	MANAGEMENT AND GOVERNANCE PROVISIONS		16

Section 6.1.	Management by Board of Managers		16
Section 6.2.	Composition of Board of Managers		17
Section 6.3.	Removal of Managers		17
Section 6.4.	Vacancies		17
Section 6.5.	Meetings of Board of Managers		18
Section 6.6.	Compensation of Managers		19
Section 6.7.	Duties of Managers and Partners		19
Section 6.8.	Actions Requiring Board Approval		20
Section 6.9.	Officers		22


		Page

ARTICLE VII	ACCOUNTING AND BANKING MATTERS; CAPITAL ACCOUNTS; TAX MATTERS		22

Section 7.1.	Books and Records: Reports		22
Section 7.2.	Fiscal Year		23
Section 7.3.	Bank Accounts		23
Section 7.4.	Capital Accounts		23
Section 7.5.	Tax Partnership		24
Section 7.6.	Tax Returns		24
Section 7.7.	Texas Margin Tax		24

ARTICLE VIII	INDEMNIFICATION		24

Section 8.1.	Power to Indemnify in Actions, Suits or Proceedings		24
Section 8.2.	Expenses Payable in Advance		25
Section 8.3.	Nonexclusivity of Indemnification and Advancement of Expenses		25
Section 8.4.	Insurance		26
Section 8.5.	Survival of Indemnification and Advancement of Expenses		26
Section 8.6.	Limitation on Indemnification		26
Section 8.7.	Indemnification of Employees and Agents		26
Section 8.8.	Severability		27

ARTICLE IX	DISPOSITIONS OF PARTNERSHIP INTERESTS; ADMISSIONS OF ADDITIONAL LIMITED PARTNERS		27

Section 9.1.	Dispositions		27
Section 9.2.	Substitution		27

ARTICLE X	WINDING UP, LIQUIDATION, AND TERMINATION		28

Section 10.1.	Winding Up		28
Section 10.2.	Liquidation and Termination		28
Section 10.3.	Certificate of Cancellation		29

ARTICLE XI	OUTSIDE ACTIVITIES AND INVESTMENTS		30

Section 11.1.	Outside Activities		30
Section 11.2.	Other Activities		31

ARTICLE XII	GENERAL PROVISIONS		31

Section 12.1.	Notices		31
Section 12.2.	Amendment or Modification		31
Section 12.3.	Entire Agreement		31
Section 12.4.	Effect of Waiver or Consent		32
Section 12.5.	Successors and Assigns		32
Section 12.6.	Governing Law		32
Section 12.7.	Jurisdiction and Venue		32


		Page
Section 12.8.	Waiver of Jury Trial		32
Section 12.9.	Directly or Indirectly		32
Section 12.10.	Severability		32
Section 12.11.	Further Assurances		33
Section 12.12.	Title to Partnership Property		33
Section 12.13.	No Third Party Beneficiaries		33
Section 12.14.	Expenses		33
Section 12.15.	Legal Counsel		33
Section 12.16.	Counterparts		33
Section 12.17.	Confidentiality		33

iii

AGREEMENT OF LIMITED PARTNERSHIP

ECLIPSE HOLDINGS, L.P.

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 ”).

RECITALS :

A. The Partnership (as defined below) was formed pursuant to the filing of a Certificate of Limited Partnership (as amended, the “ Certificate ”) with the Secretary of State of Delaware on , 2014.

B. Immediately prior to the execution and delivery of this Agreement the Limited Partners (as defined below) were the sole limited partners of Eclipse Resources I, LP, a Delaware limited partnership (“ Eclipse I ”).

C. Pursuant to that certain Master Reorganization Agreement dated as of , 2014 (as amended, the “ Master Reorganization Agreement ”), between and among Eclipse I, the Limited Partners, the Partnership and certain other parties, each of the Limited Partners intend, as of the Effective Date, to contribute a portion of their respective ownership interests in Eclipse I (the “ Initial Contributed Eclipse I Units ”) to the Partnership in exchange for partnership interests in the Partnership as further described herein.

D. It is further contemplated by the Master Reorganization Agreement that, upon the occurrence of the Subsequent Closing Date (as defined below), then (i) the Limited Partners will contribute all of their remaining ownership interests in Eclipse I (collectively with the Initial Contributed Eclipse I Units, the “ Contributed Eclipse I Units ”) to the Partnership in exchange for additional partnership interests in the Partnership as further described herein, (ii) EnCap Fund VIII, as the sole owner of the Eclipse I General Partner (as defined below) will contribute all of its membership interests in the Eclipse I General Partner (the “ Contributed Eclipse I General Partner Membership Interests ,” and together with the Contributed Eclipse I Units, the “ Contributed Interests ”) to the Partnership, and (iii) immediately thereafter the Partnership will contribute the Contributed Interests to Eclipse Resources Corporation, a Delaware corporation (“ Eclipse ”), in exchange for shares of common stock of Eclipse (“ Eclipse Common Stock ”).

E. It is further contemplated that the IPO (as defined below) will occur following the Subsequent Closing Date.

F. In connection with the transactions contemplated by the Master Reorganization Agreement, the parties hereto have also entered into a Registration Rights Agreement dated as of , 2014 (as amended, the “ Registration Rights Agreement ”).

G. The parties hereto deem it in their mutual best interests and in the best interests of the Partnership to execute and deliver this Agreement and to make the covenants and agreements contained herein.

AGREEMENT :

NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual covenants and agreements contained herein and in the other agreements and instruments referenced herein, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I

ORGANIZATIONAL MATTERS

Section 1.1. Formation . The Partnership has been formed as a limited partnership pursuant to the Act. The Partners agree that the rights and obligations of the Partners from and after the date hereof with respect to the Partnership will be determined in accordance with the terms and provisions of this Agreement and, except where the Act provides that such rights and obligations specified in the Act shall apply “unless otherwise provided in a partnership agreement” or words of similar effect and such rights and obligations are set forth in this Agreement, the Act.

Section 1.2. Name . The name of the Partnership is “Eclipse Holdings, L.P.” The business of the Partnership shall be conducted in the name of the Partnership. If the Applicable Law of a jurisdiction where the Partnership does business requires the Partnership to do business under a different name, the Board of Managers shall choose another name to do business in such jurisdiction. In such a case, the business of the Partnership in such jurisdiction may be conducted under such other name or names as the Board of Managers may select.

Section 1.3. Purpose . Subject to the terms and provisions hereof, the purposes for which the Partnership is organized are: (i) to receive, own, hold, sell or otherwise dispose of the Contributed Interests; (ii) to receive, own, hold, sell or otherwise dispose of Eclipse Common Stock; and (iii) to engage in or perform any and all activities that are related to or incident to the foregoing and that may be lawfully conducted by a limited partnership under the Act.

Section 1.4. Registered Office and Registered Agent: Principal Place of Business .

(a) The registered office of the Partnership required by the Act to be maintained in the State of Delaware shall be the initial registered office named in the Certificate or such other office (which need not be a place of business of the Partnership) as the Board of Managers may designate from time to time in the manner provided by law. The registered agent of the Partnership in the State of Delaware shall be the initial registered agent named in the Certificate or such other person or persons as the Board of Managers may designate from time to time.

(b) The principal place of business of the Partnership shall be 2121 Old Gatesburg Road, Suite 110, State College, Pennsylvania 16803, or such other location as is designated by the Board of Managers from time to time.

Section 1.5. Foreign Qualification . Prior to the Partnership’s conducting business in any jurisdiction other than Delaware, the Partnership shall comply with all requirements necessary to qualify the Partnership as a foreign limited partnership in such jurisdiction. At the request of the Board of Managers, each Partner agrees to execute, acknowledge, swear to, and deliver all certificates and other instruments conforming with this Agreement that are necessary or appropriate to qualify, continue, and terminate the Partnership as a foreign limited partnership in all such jurisdictions in which the Partnership may conduct business.

Section 1.6. Term . The existence of the Partnership commenced on the date the Certificate was filed with the Secretary of State of Delaware and shall continue in existence until it is dissolved and terminated in accordance with the terms of this Agreement.

Section 1.7. Special Tax Treatment . Upon the contribution of all of the Contributed Interests to the Partnership as described in the Recitals to this Agreement, Eclipse I will be treated for federal income tax purposes (and state and local income tax purposes, as applicable) as merging with and into the Partnership in an assets-over form (as that term is defined in Treasury Regulation Section 1.708-1(c)(3)). In accordance with the provisions of Treasury Regulation Section 1.708-1(c)(1), the Partnership will be treated as a continuation of Eclipse I for federal income tax purposes (and state and local income tax purposes, as applicable) (including retaining the employer identification number of Eclipse I). The tax year of the Partnership, as the continuation of Eclipse I, shall not terminate as a result of such transactions.

ARTICLE II

DEFINITIONS AND REFERENCES

Section 2.1. Definitions .

(a) When used in this Agreement, the following terms have the respective meanings assigned to them in this Section 2.1(a) :

“ Act ” shall mean the Delaware Revised Uniform Limited Partnership Act, 6 Del. Code § 17-101 et. seq. or, from and after the date any successor statute becomes, by its terms, applicable to the Partnership, the successor statute, in each case as amended at the time by amendments that are, at that time, applicable to the Partnership (to the extent the provisions of the Act are not modified by the Certificate or this Agreement). All references to sections of the Act include any corresponding provision or provisions of any such successor statute.

“ Affiliate ” means, when used with respect to any person, any person directly or indirectly controlling, controlled by, or under common control with such person. For the purposes of this definition, the terms “ controlling, controlled by, or under common control ” means the possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities or any partnership or other ownership interest, by contract or otherwise) of a person.

“ Agreed Term ” means the date which is eighteen (18) months following the closing of the IPO, unless such period is extended by the Board of Managers.

“ Agreement ” means this Agreement of Limited Partnership, as hereafter amended, restated, modified or changed in accordance with the terms of this Agreement.

“ Applicable Law ” means any statute, law, rule, or regulation or any judgment, order, writ, injunction, or decree of any Governmental Entity to which a specified person or property is subject.

“ Applicable Unit Proceeds ” shall mean, with respect to any Limited Partner, the amount of any cash distributed by Eclipse I to the Partnership in respect of the Initial Contributed Eclipse I Units that were contributed by such Limited Partner to the Partnership.

“ Business Day ” means a day, other than a Saturday or a Sunday, on which commercial banks are authorized to be open for business with the public in Houston, Texas.

“ Capital Contribution ” means, for any Partner at the particular time in question, the aggregate of the dollar amounts of any cash contributed to the capital of the Partnership and the Fair Market Value of any property contributed to the capital of the Partnership, or, if the context in which such term is used so indicates, the dollar amounts of cash and the Fair Market Value of any property contributed at any particular time or agreed to be contributed, or requested to be contributed, by such Partner to the capital of the Partnership.

“ Dispose ” (including the correlative terms “ Disposed ” or “ Disposition ”) means any sale, assignment, transfer, conveyance, gift, pledge, distribution, hypothecation or other encumbrance or any other disposition, whether voluntary, involuntary or by operation of law, and whether effected directly or indirectly.

“ Eclipse I General Partner ” means Eclipse GP, LLC, a Delaware limited liability company.

“ Eclipse I Partnership Agreement ” means that certain Amended and Restated Agreement of Limited Partnership of Eclipse Resources I, LP, dated as of June 10, 2013, as hereafter amended, restated or otherwise modified form time to time.

“ Electronic Transmission ” means a form of communication that (i) does not directly involve the physical transmission of paper, (ii) creates a record that may be retained, retrieved and reviewed by the recipient and (iii) may be directly reproduced in paper form by the recipient through an automated process.

“ EnCap Partner ” means EnCap Fund VIII, EnCap Fund VIII Co-Investors, EnCap Fund IX and their respective Permitted Transferees and assignees.

“ Exit Event ” means, the sale of Eclipse to one or more persons none of whom is a Partner or an Affiliate of a Partner, in one transaction or a series of related transactions, whether (i) structured as a sale or transfer of all or substantially all of the of the equity of Eclipse (including by way of merger, consolidation, share exchange, or similar transaction), (ii) the sale or other transfer of all or substantially all of the assets of Eclipse, or (iii) any combination of any of the foregoing.

“ Fair Market Value ” means, with respect to any property or asset, the fair market value of such property or asset as mutually agreed between the affected Partner or Partners and the Board of Managers; provided, however, that:

(i) for purposes of valuing a distribution by the Partnership of Eclipse Common Stock (A) under Section 5.4 and Section 10.2(c) and (B) in connection with the calculation of Payout No. 1, Payout No. 2 and Payout No. 3 and determination of the Partners’ respective Distribution Percentages, the Fair Market Value of Eclipse Common Stock distributed by the Partnership to the Partners shall be based upon either (1) in the case of a distribution of Eclipse Common Stock in connection with a registered secondary or other underwritten offering, the agreed upon per share price for the Eclipse Common Stock in the related underwriting agreement (less the allocated portion of all actual underwriting or brokerage discounts, commissions or fees and all other reasonable third party out-of-pocket costs or expenses incurred in connection therewith), or (2) in all other cases, the average of the per share closing sales prices of Eclipse Common Stock as reported on the securities exchange where such stock is primarily traded for the 20 Trading Days ending on the second Trading Day prior to the distribution of Eclipse Common Stock to the Partners (less an amount equal to 2.5% of such amount, which reduction is intended to account for estimated underwriting or brokerage discounts, commissions or fees and other reasonable third party, out-of-pocket costs or expenses that will thereafter be incurred by the applicable Partners in connection with their eventual disposition of such Eclipse Common Stock);

(ii) if and to the extent it is necessary hereunder to determine the Fair Market Value of Freely Tradable Securities of an entity other than Eclipse, such Fair Market Value shall be based upon the average of the per share closing sales prices of such Freely Tradable Securities as reported on the securities exchange where such Freely Tradable Securities are primarily traded for the 20 Trading Days ending on the second Trading Day prior to the receipt of such Freely Tradable Securities by the Partnership or the Partners, whichever occurs first; and

(iii) if and to the extent it is necessary hereunder to determine the Fair Market Value of stock or securities of an entity other than Eclipse (the “ Subject Entity ”), and such stock or securities are not Freely Tradable Securities, such Fair Market Value shall be determined by the Board of Managers based on such reasonable and customary factors affecting value as the current financial position and current and historical operating results of the Subject Entity; the current engineering value of the oil and gas assets of the Subject Entity; sales prices of recent public or private transactions in the same or similar securities, including transactions on any securities exchange on which such securities are listed or in the over-the-counter market; general level of interest rates; recent trading volume of the Subject Entity’s stock or securities; restrictions on transfer, including the Partnership’s right, if any, to require registration by the issuer of the offering and sale of the Subject Entity’s stock or securities held by the Partnership under the securities laws; significant recent events affecting the Subject Entity, including pending mergers, acquisitions and sales of securities; the percentage of the Subject Entity’s outstanding stock or securities owned by the Partnership.

“ Freely Tradable Securities ” means stock or other securities that (i) can be immediately sold to the general public without the necessity of any U.S. Federal, state or local government consent, approval or filing, (ii) is either listed on a generally recognized U.S. securities exchange or carried on the NASDAQ system or similar system and market quotations are readily available therefore and (iii) is not subject to any lockup or contractual restriction on the sale or transfer thereof.

“ GAAP ” means United States generally accepted accounting principles and practices, consistently applied, which are recognized as such by the Financial Accounting Standards Board (or any generally recognized successor).

“ Governmental Entity ” means any court or tribunal in any jurisdiction (domestic or foreign) or any federal, state, municipal, or other governmental body, agency, authority, department, commission, board, bureau, or instrumentality (domestic or foreign), as well as the New York Stock Exchange, the NASDAQ Stock Market, or any other stock exchange (whether domestic or foreign).

“ Guarantee Obligation ” means, as to any person (the “ guaranteeing person ”), any obligation of (i) the guaranteeing person or (ii) another person (including any bank under any letter of credit), if to induce the creation of such obligation of such other person the guaranteeing person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “ primary obligations ”) of any other third person (the “ primary obligor ”) in any manner, whether directly or indirectly, including any obligation of the guaranteeing person, whether or not contingent, (A) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (B) to advance or supply funds (1) for the purchase or payment of any such primary obligation or (2) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (C) to purchase property, securities or services, in each case, primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (D) otherwise to assure or hold harmless the owner of any such primary obligation against loss in respect thereof; provided, however, that the term Guarantee Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business.

“ Indebtedness ” means, with respect to any person at any date, without duplication, (i) all indebtedness of such person for borrowed money; (ii) obligations of such person for the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of such person’s business); (iii) obligations of such person evidenced by notes, bonds, debentures or other similar instruments; (iv) indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by such person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property); (v) capital lease obligations of such person; (vi) obligations of such person, contingent or otherwise, as an account party or applicant under acceptance, letter of credit or similar facilities; (vii) obligations of such person, contingent or

otherwise, to purchase, redeem, retire or otherwise acquire for value any capital stock of such person; (viii) Guarantee Obligations of such person in respect of obligations of the kind referred to in clauses (i) through (vii) above; and (ix) obligations of the kind referred to in clauses (i) through (viii) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any lien on property (including accounts and contract rights) owned by such person, whether or not such person has assumed or become liable for the payment of such obligation.

“ Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute or statutes.

“ IPO ” means the initial public offering of Eclipse Common Stock (which for purposes of Section 5.4 , includes the distribution of Eclipse Common Stock by the Partnership and the subsequent sale of any such Eclipse Common Stock by a Limited Partner in a contemporaneous secondary offering).

“ Limited Partner ” means any person executing this Agreement as of the date of this Agreement as a limited partner or hereafter admitted to the Partnership as a limited partner as provided in this Agreement, but such term does not include any person who has ceased to be a limited partner of the Partnership.

“ Management Entities ” means HF II, CKH and Kirkwood.

“ Management Principals ” means Benjamin W. Hulburt, Christopher K. Hulburt, Thomas S. Liberatore and any person designated as a Management Principal by the Board.

“ Material Agreement ” means (i) the contracts, agreements, documents or instruments to which the Partnership is a party and relating to the IPO or the Partnership’s ownership of the Eclipse Common Stock and (ii) any other contract, agreement, document, instrument or series of contracts, agreements, documents or instruments that would obligate the Partnership to expend, incur or transfer assets with a value estimated by the Partnership to be $100,000 or more.

“ Organization and Transaction Expenses ” means (i) the fees, costs and expenses incurred by the Partnership or any of the Partners in forming the Partnership as a limited partnership under the Act, (ii) the third party, out of pocket costs and expenses incurred by the Partnership or any of the Partners in qualifying the Partnership as a foreign limited partnership in any state in which the Partnership conducts business; and (iii) the reasonable fees, costs and expenses incurred by the Partners and their respective Affiliates in connection with the preparation, negotiation, execution and delivery of this Agreement and all related documents.

“ Partner ” means the General Partner and the Limited Partners. When used in the lower case and except where the context otherwise requires, the term “partner” shall have the meaning given to such term in the Act.

“ Partnership ” means Eclipse Holdings, L.P., a Delaware limited partnership.

“ Partnership Interest ” means the interest of a Partner in the Partnership, including the right of such Partner to receive distributions (liquidating or otherwise), to be allocated income, gain, loss, deduction, credit, or similar items, to receive information, and to grant consents or approvals; provided, however, that such term shall not include any management rights held by a Partner (or its representatives) solely in its (or their) capacity as a Manager.

“ Permitted Transferee ” means, (A) as to any EnCap Partner, (i) any general partner or managing member of such EnCap Partner or any Affiliate of such general partner or managing member (excluding portfolio companies), (ii) any partnership, limited partnership, limited liability company, corporation or other entity organized, formed or incorporated and managed or controlled by such EnCap Partner, its general partner or managing member or an Affiliate of its general partner or managing member (excluding portfolio companies) as a vehicle for purposes of making investments, (iii) any Affiliate of such EnCap Partner (excluding portfolio companies), or (iv) any other Partner, and (B) as to any Management Entity, (i) its respective Management Principal, or (ii) a corporation, limited liability company, partnership, trust or similar legal entity in which the Management Principal, his spouse, siblings, children (natural or by adoption), parents, or children’s direct descendants are the sole beneficial owners.

“ person ” has the meaning assigned to it in the Act.

“ Proceedings ” means all proceedings, actions, claims, suits, investigations, and inquiries by or before any arbitrator or Governmental Entity.

“ Registration Request ” means a request or demand by or on behalf of a Partner to register the offer or sale of Eclipse Common Stock which request or demand was properly and timely made by or on behalf of such Partner pursuant to the Registration Rights Agreement.

“ Rule 144 ” means Rule 144 promulgated under the Securities Act of 1933, as amended.

“ Share Proceeds ” means:

(i) the cash proceeds (and the Fair Market Value of any other consideration) payable to the Partnership in connection with any sale by it of Eclipse Common Stock; less

(ii) underwriting or brokerage discounts, commissions or fees and other reasonable third party, out of pocket costs and expenses incurred by the Partnership in connection with such sale; less

(iii) an amount, if any, which the Board of Managers reasonably determines should be retained in reserve for the payment and discharge of current, or reasonably anticipated, or contingent Partnership obligations or expenditures (which, for purposes of this definition, shall expressly include Organization and Transaction Expenses).

“ Stockholders Agreement ” means that certain Stockholders Agreement dated as of , 2014, between and among the Partnership, Eclipse, Eclipse Management and each of the Limited Partners, as such agreement may be amended from time to time.

“ Subsequent Closing Date ” means the “Effective Date” (as such term is defined in the Master Reorganization Agreement).

“ Trading Days ” means a day on which trading in securities generally occurs on the principal securities exchange on which Eclipse Common Stock is traded.

“ Treasury Regulations ” (or any abbreviation thereof used in this Agreement) means temporary or final regulations promulgated under the Internal Revenue Code.

(b) Each of the following terms is used in this Agreement as defined in the section or other subdivision hereof or exhibit hereto set forth opposite such term below:


Defined Term		Reference
Act		Section 2.1(a)
Adjusted Capital Account Deficit		Exhibit 5.1
Affiliate		Section 2.1(a)
Agreed Term		Section 2.1(a)
Agreement		Section 2.1(a)
Applicable Law		Section 2.1(a)
Applicable Unit Proceeds		Section 2.1(a)
Authorized Shares Distribution		Section 5.4(c)(i)
Authorized Shares Distribution Notice		Section 5.4(c)(i)
Board of Managers		Section 6.1
Book Depreciation		Exhibit 5.1
Book Liability Value		Exhibit 5.1
Book/Tax Disparity Property		Exhibit 5.1
Business Day		Section 2.1(a)
Capital Contribution		Section 2.1(a)
Delivery Date		Exhibit 2.1
Dispose, Disposed, Disposition		Section 2.1(a)
CHK		Preamble
Class A Units		Section 3.6(a)(i)
Class B Units		Section 3.6(a)(ii)
Class C Distribution Adjustment Point		Exhibit 2.1
Class C Units		Section 3.6(a)(iii)
Confidential Information		Section 12.17
Contributed Eclipse I General Partner Membership Interests		Recital D
Contributed Eclipse I Units		Recital D
Contributed Interests		Recital D
Covered Person		Section 8.1
Delegation		Section 6.1
Depletable Property		Exhibit 5.1
Distribution in Kind Option		Section 5.4(c)
Distribution Percentage		Exhibit 2.1
Eclipse		Recital D
Eclipse Common Stock		Recital D
Eclipse I		Recital B
Eclipse I General Partner		Section 2.1(a)
Eclipse I Partnership Agreement		Section 2.1(a)
Eclipse Management		Preamble
Effective Date		Preamble
Electronic Transmission		Section 2.1(a)
EnCap Fund VIII		Preamble
EnCap Fund VIII Co-Investors		Preamble
EnCap Fund IX		Preamble
EnCap Manager		Section 6.2(a)


Defined Term		Reference
EnCap Partner		Section 2.1(a)
EnCap Related Parties		Section 11.1(a)
Excess nonrecourse liabilities		Exhibit 5.1
Exit Event		Section 2.1(a)
Fair Market Value		Section 2.1(a)
GAAP		Section 2.1(a)
General Partner		Preamble
Gross Asset Value		Exhibit 5.1
Governmental Entity		Section 2.1(a)
Guarantee Obligation		Section 2.1(a)
guaranteeing person		Section 2.1(a)
HF II		Preamble
Indebtedness		Section 2.1(a)
Initial Contributed Eclipse I Units		Recital C
Internal Revenue Code		Section 2.1(a)
IPO		Section 2.1(a)
Kirkwood		Preamble
Limited Partner		Section 2.1(a)
liquidation		Section 10.2(f)
Majority of Voting Power		Section 6.5(d)
Management Entities		Section 2.1(a)
Management Manager		Section 6.2(a)
Management Principal		Section 2.1(a)
Manager, Managers		Section 6.1
Master Reorganization Agreement		Recital C
Material Agreement		Section 2.1(a)
Nonrecourse Deductions		Exhibit 5.1
Nonrecourse Liability		Exhibit 5.1
Nonrecourse Minimum Gain		Exhibit 5.1
Organization and Transaction Expenses		Section 2.1(a)
Other Investments		Section 11.1(a)(i)
Partially Adjusted Capital Account		Exhibit 5.1
Partner		Section 2.1(a)
Partner Nonrecourse Debt		Exhibit 5.1
Partner Nonrecourse Deductions		Exhibit 5.1
Partner Nonrecourse Minimum Gain		Exhibit 5.1
Partnership		Section 2.1(a)
Partnership Interest		Section 2.1(a)
Payout		Exhibit 2.1
Payout No. 1		Exhibit 2.1
Payout No. 2		Exhibit 2.1
Payout No. 3		Exhibit 2.1
Permitted Transferee		Section 2.1(a)
person		Section 2.1(a)
primary obligor		Section 2.1(a)
Proceeding		Section 2.1(a)
Profits or Losses		Exhibit 5.1
Registration Request		Section 2.1(a)
Registration Rights Agreement		Recital F
Representatives		Section 12.17
Rule 144		Section 2.1(a)
Series A-1 Units		Section 3.6(b)
Series A-2 Units		Section 3.6(b)


Defined Term		Reference
Series C-1 Units		Section 3.6(d)
Series C-2 Units		Section 3.6(d)
Share Proceeds		Section 2.1(a)
Stockholders Agreement		Section 2.1(a)
Subject Entity		Section 2.1(a)
Subsequent Closing Date		Section 2.1(a)
Super Majority		Section 6.5(d)(i)
Target Capital Account		Exhibit 5.1
Tax Depreciation		Exhibit 5.1
Tax Gain		Exhibit 5.1
Tax Matters Partner		Exhibit 5.1
Trading Days		Section 2.1(a)
Treasury Regulations		Section 2.1(a)
Uplift Amount		Exhibit 2.1

Section 2.2. References and Construction .

(a) All references in this Agreement to articles, sections, subsections and other subdivisions refer to corresponding articles, sections, subsections and other subdivisions of this Agreement unless expressly provided otherwise.

(b) Titles appearing at the beginning of any of such subdivisions are for convenience only and shall not constitute part of such subdivisions and shall be disregarded in construing the language contained in such subdivisions.

(c) The words “this Agreement”, “this instrument”, “herein”, “hereof’, “hereby”, “hereunder” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited.

(d) Words in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires.

(e) Pronouns in masculine, feminine, or neuter gender shall be construed to state and include any other gender.

(f) Examples shall not be construed to limit, expressly or by implication, the matter they illustrate.

(g) The word “or” is not exclusive and the word “includes” and its derivatives means “includes, but is not limited to” and corresponding derivative expressions.

(h) No consideration shall be given to the fact or presumption that one party had a greater or lesser hand in drafting this Agreement.

(i) All references in this Agreement to “$” or “dollars” shall refer to U.S. Dollars.

(j) Unless the context otherwise requires or unless otherwise provided in this Agreement, the terms defined in this Agreement which refer to a particular agreement, instrument or document shall also refer to and include all renewals, extensions, modifications, amendments or restatements of such agreement, instrument or document, provided that nothing contained in this subsection shall be construed to authorize such renewal, extension, modification, amendment or restatement.

(k) Schedule I and Exhibits 2.1 , 5.1 , 6.2(a) , and 6.9 to this Agreement are attached hereto. Each such Schedule and Exhibit is incorporated in this Agreement by reference and made a part hereof for all purposes, and references to this Agreement shall also include such Schedule and Exhibit, unless the context in which used shall otherwise require.

ARTICLE III

LIMITED PARTNERS

Section 3.1. Partners . The names and addresses of the General Partner and the Limited Partners of the Partnership are set forth in Schedule I .

Section 3.2. Additional Partners . Additional persons may be admitted to the Partnership as Limited Partners as provided more specifically in this Agreement.

Section 3.3. Liability to Third Parties . No Limited Partner or any officer, director, manager, partner or member of such Limited Partner, solely by reason of being a Limited Partner, shall be liable for the debts, obligations or liabilities of the Partnership, including under a judgment decree or order of a court.

Section 3.4. Withdrawal . Except as provided herein, no Partner shall have the right to withdraw, resign or retire from the Partnership as a Partner.

Section 3.5. Partners Have No Agency Authority . Except as expressly provided in this Agreement, no Partner (in its capacity as a partner of the Partnership) shall have any agency authority on behalf of the Partnership.

Section 3.6. Units

(a) The Partnership shall have three classes of Partnership Interests, consisting of:

(i) Class A Partnership Interests, which shall be referred to herein as “ Class A Units ”;

(ii) Class B Partnership Interests, which shall be referred to herein as “ Class B Units ”; and

(iii) Class C Partnership Interests, which shall be referred to herein as “ Class C Units ”.

(b) The Class A Units will be composed of two series of Partnership Interests, which shall be referred to herein as “ Series A-1 Units ” and “ Series A-2 Units ,” respectively.

(c) The Class B Units will be composed of two series of Partnership Interests, which shall be referred to herein as “ Series B-1 Units ” and “ Series B-2 Units ,” respectively.

(d) The Class C Units will be composed of two series of Partnership Interests, which shall be referred to herein as “ Series C-1 Units ” and “ Series C-2 Units ,” respectively.

(e) The Class A Units, the Class B Units and Class C Units (and applicable series thereof) shall have the rights, privileges and obligations assigned to them hereunder and shall be uncertificated.

ARTICLE IV

CAPITALIZATION

Section 4.1. Capital Contributions as of the Effective Date . As of the Effective Date, each Limited Partner (a) has contributed all of its interest in the Initial Contributed Eclipse I Units owned by it (as set forth opposite such Limited Partner’s name in column (a) of Schedule I attached hereto) to the Partnership pursuant to the Master Reorganization Agreement, (b) has been and is hereby issued Class A Units, Class B Units and Class C Units, as applicable in the amounts set forth opposite such Limited Partner’s name in column (b) of Schedule I attached hereto, and (c) has a Capital Account in the respective amounts set forth in the Partnership’s books and records.

Section 4.2. Capital Contributions on the Subsequent Closing Date . As of the Subsequent Closing Date, each Limited Partner will contribute all of its remaining Contributed Interests to the Partnership (as set forth opposite such Limited Partner’s name in column (c) of Schedule I attached hereto) in exchange for the issuance of Class A Units, Class B Units and Class C Units, as applicable, in the amounts set forth opposite such Limited Partner’s name in column (d) of Schedule I attached hereto.

Section 4.3. Interest on and Return of Capital Contributions . No interest shall accrue on any Capital Contributions and no Partner shall have the right to demand or require the return of its Capital Contributions except to the extent, if any, that distributions made pursuant to the express terms of this Agreement may be considered as such by law or by unanimous agreement of the Partners, or upon winding up and liquidation of the Partnership, and then only to the extent expressly provided for in this Agreement and as permitted by law.

Section 4.4. No Other Capital Contributions . The obligations of the Partners to make Capital Contributions to the Partnership are contained only in this Article IV . No other Capital Contributions will be required to be made by the Partners other than those expressly provided in this Article IV . It is contemplated that, pursuant to separate agreements with Eclipse I and Eclipse, the costs and expenses of the Partnership that are incurred from time to time (including, without limitation, any Organization and Transaction Expenses) will be paid or reimbursed by Eclipse I or Eclipse.

ARTICLE V

ALLOCATIONS AND DISTRIBUTIONS

Section 5.1. Allocations of Profits and Losses . All allocations of Profits and Losses (as such terms are defined in Exhibit 5.1 attached hereto) or items of income, gain, deduction, loss and credit of the Partnership shall be allocated among the Partners in accordance with the provisions of Exhibit 5.1 attached hereto, which exhibit is hereby incorporated by reference for all purposes of this Agreement.

Section 5.2. Capital Accounts . A separate Capital Account (herein so called) shall be maintained for each Partner for the full term of this Agreement in accordance with the capital accounting rules of section 1.704-1(b)(2)(iv) of the Treasury Regulations. Because the Partnership will be a continuation for federal income tax purposes of Eclipse I, the Capital Account balance of each Partner in the Partnership as of the Subsequent Closing Date shall be equal to the balance of such Partner’s Capital Account balance of Eclipse I as of January 1, 2014, as adjusted in accordance with the terms of Eclipse I Partnership Agreement from January 1, 2014 through the Subsequent Closing Date and thereafter as provided herein. Each Partner shall have only one Capital Account, regardless of the number or classes of interests in the Partnership owned by such Partner and regardless of the time or manner in which such interests were acquired by such Partner. Pursuant to the provisions of section 1.704-1(b)(2)(iv) of the Treasury Regulations, the balance of each Partner’s Capital Account shall be:

(a) Increased by the amount of money contributed by such Partner (or such Partner’s predecessor in interest) to the capital of the Partnership pursuant to Article IV and decreased by the amount of money distributed to such Partner (or such Partner’s predecessor in interest) pursuant to Article V or Article X ;

(b) Increased by the Gross Asset Value (as such term is defined in Exhibit 5.1 attached hereto) (determined without regard to section 7701(g) of the Internal Revenue Code) of each property contributed by such Partner (or such Partner’s predecessor in interest) to the capital of the Partnership pursuant to Article IV (net of liabilities secured by such property that the Partnership is considered to assume or take subject to) and decreased by the Gross Asset Value (as such term is defined in Exhibit 5.1 attached hereto) (determined without regard to section 7701(g) of the Internal Revenue Code) of each property distributed to such Partner (or such Partner’s predecessor in interest) by the Partnership pursuant to Article V or Article X (net of liabilities secured by such property that such Partner is considered to assume or take subject to);

(c) Increased by the amount of Profits (as such term is defined in Exhibit 5.1 attached hereto) or each item of income or gain allocated to such Partner (or such Partner’s predecessor in interest) pursuant to Section 2.1 of Exhibit 5.1 attached hereto;

(d) Decreased by the amount of Losses or each item of loss or deduction allocated to such Partner (or such Partner’s predecessor in interest) pursuant to Section 2.1 of Exhibit 5.1 attached hereto; and

(e) Otherwise adjusted in accordance with the other capital account maintenance rules of section 1.704-1(b)(2)(iv) of the Treasury Regulations.

Section 5.3. Additional Provisions Regarding Capital Accounts .

Partner to the capital of the Partnership pursuant to Article IV , and the Capital Account of such Partner shall be increased by the amount so paid by such Partner, provided, however, that no Partner shall have the right to pay any Partnership indebtedness except as otherwise provided herein.

(b) Except as otherwise provided herein, no Partner may contribute capital to, or withdraw capital from, the Partnership. To the extent any monies which any Partner is entitled to receive pursuant to Article V or any other provision of this Agreement would constitute a return of capital, each Partner consents to the withdrawal of such capital.

(c) A loan by a Partner to the Partnership shall not be considered a contribution of money to the capital of the Partnership, and the balance of such Partner’s Capital Account shall not be increased by the amount so loaned. No repayment of principal or interest on any such loan, reimbursement made to a Partner with respect to advances or other payments made by such Partner on behalf of the Partnership, or payments of fees to a Partner which are made by the Partnership shall be considered a return of capital or in any manner affect the balance of such Partner’s Capital Account.

(d) No Partner with a deficit balance in its Capital Account shall have any obligation to the Partnership, the other Partners or any creditor of the Partnership or Partners to restore said deficit balance. In addition, no venturer or partner in any Partner shall have any liability to the Partnership, the other Partners or any creditor of the Partnership or Partners for any deficit balance in such venturer’s or partner’s capital account in the Partner in which it is a partner or venturer. Furthermore, a deficit Capital Account balance of a Partner (or a capital account of a partner or venturer in a Partner) shall not be deemed to be a liability of such Partner (or of such venturer or partner in such Partner) or a Partnership asset or property.

(e) Except as otherwise provided herein, no interest will be paid on any capital contributed to the Partnership or the balance in any Partner’s Capital Account.

Section 5.4. Distributions .

(a) All distributions from the Partnership to the Partners may be made at any time, and from time to time, as determined by the Board of Managers (subject to the other provisions hereof). Without limiting the foregoing, the Board of Managers shall have complete discretion to retain funds in the Partnership to pay or provide appropriate reserves to meet current, anticipated, or contingent Partnership obligations or expenditures.

(b) Subject to Article X and this Section 5.4 , all distributions by the Partnership shall be made to the Partners (i) at all times prior to the Subsequent Closing Date, pro rata according to their respective Applicable Unit Proceeds, and (ii) at all times thereafter, in accordance with their respective Distribution Percentages. The Partners acknowledge that, because of the timing of distributions and Capital Contributions, Payout No. 1, Payout No. 2, or Payout No. 3, as applicable, could have been satisfied as of the date of a distribution to the Partners but not as of the date of a subsequent distribution to the Partners. Accordingly, whether the EnCap Partners have received cumulative distributions sufficient to cause the occurrence of Payout No. 1, Payout No. 2, or Payout No. 3, as applicable, shall be determined by the Board of Managers prior to each distribution.

(c) Notwithstanding anything herein to the contrary, from and after the Subsequent Closing Date distributions from the Partnership shall be made in kind (the “ Distribution in Kind Option ”) unless otherwise approved by the Board of Managers. To effect the Distribution in Kind Option:

(i) promptly after the Board of Managers authorizes the Partnership to make a distribution of any shares of Eclipse Common Stock (an “ Authorized Shares Distribution ”), it shall give notice to each Limited Partner of such authorization (the “ Authorized Shares Distribution Notice ”), which notice shall summarize in reasonable detail (A) the terms and manner of the Authorized Shares Distribution, (B) the date(s) when the Board proposes to effect the Authorized Shares Distribution, and (C) the estimated number of shares of Eclipse Common Stock distributable to such Limited Partner.

(d) The Board shall declare and authorize an Authorized Shares Distribution to the maximum extent the Partners are allowed to sell Eclipse Common Stock in connection with any secondary offering of Eclipse Common Stock effected concurrently with the IPO.

(e) To the extent the Board of Managers authorizes the sale of Eclipse Common Stock by the Partnership (as opposed to the distribution of Eclipse Common Stock to the Limited Partners pursuant to the Distribution in Kind Option), the Partnership will promptly distribute the Share Proceeds thereof to the Limited Partners (subject to the other provisions herein).

(f) Payment of all cash distributions made by the Partnership to a Partner shall be made by wire transfer of immediately available funds in accordance with such written instructions to the Partnership as may be provided by such Partner from time to time.

(g) The Partnership shall withhold from any distribution that would otherwise be made to a Partner any portion thereof that it is required by Applicable Law to withhold and shall pay over such amount to any appropriate Governmental Authority as required by Applicable Law provided that any amount that is withheld and paid over shall be considered to have been distributed to such Partner pursuant to this Agreement. The Partners shall furnish to the Partnership from time to time all such information as is required by Applicable Law or otherwise reasonably requested by the Partnership (including certificates in the form prescribed by the Internal Revenue Code and applicable Treasury Regulations or applicable state, local, or foreign law) to permit the Partnership to ascertain whether and in what amount any such withholding is required.

ARTICLE VI

MANAGEMENT AND GOVERNANCE PROVISIONS

Section 6.1. Management by Board of Managers . Subject to the provisions of this Agreement, but to the fullest extent permitted by Applicable Law, including the Act, the General Partner hereby irrevocably delegates all its power and authority to manage and control the business and affairs of the Partnership to a Board of Managers (such delegation being referred to herein as the “ Delegation ”), which shall be comprised of individuals who shall each be referred to herein as a “ Manager ” or collectively as the “ Managers ”, and who shall act as a board (when acting as a board, the Managers are referred to herein as the “ Board of Managers ” or the

“ Board ”). If the power or authority of the General Partner are modified pursuant to a subsequent change in Delaware law, then the power and authority delegated to the Board of Managers shall be modified on the same basis. Notwithstanding the delegation provided for in this Section 6.1 , (a) the General Partner is not withdrawing as a general partner from the Partnership, (b) the General Partner’s execution of the Certificate and the filing of the Certificate with the Secretary of State of Delaware are hereby ratified, confirmed, and approved; and (c) the Board of Managers may delegate such authority to the General Partner as the Board determines in its discretion. The Delegation commences immediately after the formation of the Partnership and the General Partner’s execution of this Agreement and shall continue in effect until the earlier of the withdrawal of the General Partner or the winding-up and termination of the Partnership, at which time the Delegation shall terminate.

Section 6.2. Composition of Board of Managers .

(a) From and after the Delegation, unless changed in accordance with this Section 6.2 , the number of individuals comprising the entire Board of Managers of the Partnership shall be seven (7). The EnCap Partners and their Permitted Transferees shall have the right to appoint four (4) representatives to the Board of Managers (each such Manager, an “ EnCap Manager ”). The Management Entities shall have the right to appoint three (3) representatives to the Board of Managers (each such Manager, a “ Management Manager ”). The initial designees to the Board, as prescribed by the foregoing provisions of this Section 6.2(a) , are set forth in Exhibit 6.2(a) . Commencing after the Delegation, the Board of Managers of the Partnership shall be comprised of such persons and designees, each of whom shall serve until his successor is duly selected in accordance with this Agreement and qualified or until such individual’s death, resignation or removal. In the event that a vote of the Partners is required to appoint a Manager of the Partnership, each Partner agrees to vote for the Managers designated in accordance with this Section 6.2 .

(b) Subject to Section 6.8(a) , the number of Managers serving on the Board of Managers, from time to time, may be increased or decreased by the Board of Managers, with the minimum number of Managers at any time being seven (7) and the ratio of EnCap Managers to Management Managers being four (4) to three (3).

Section 6.3. Removal of Managers . Any Manager may be removed from the Board of Managers, with or without cause, by the Partners, if any, who designated such Manager to serve on the Board. Except as provided in the immediately preceding sentence, a Manager may not be removed from the Board of Managers.

Section 6.4. Vacancies . In the event that a vacancy is created on the Board of Managers at any time by the death, disability, retirement, resignation or removal of a Manager, the Partners who designated such Manager shall have the sole and exclusive right to designate a replacement therefor; provided, that any person to be appointed to replace a designee of the Management Entities must receive the prior approval of the EnCap Partners, which approval shall not be unreasonably withheld, conditioned or delayed.

Section 6.5. Meetings of Board of Managers .

(a) Meetings of the Board of Managers, regular or special, may be held either in or outside of the State of Delaware.

(b) Regular meetings of the Board of Managers, shall initially be held quarter-annually at such times and places as may be fixed from time to time by the Board and communicated to all Managers. Any and all business may be transacted at any regular meeting.

(c) Special meetings of the Board of Managers may be called on 72 hours prior written notice (effective upon receipt) to each Manager, personally or by facsimile, Electronic Transmission, or overnight courier by any member of the Board of Managers. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Managers need be specified in the notice or waiver of notice of such meeting.

(d) For purposes of any vote, approval, consent or other action to be taken by the Board, each Manager shall possess one vote. As used in this Agreement with respect to the Board of Managers, a “ Majority of Voting Power ” means a majority in number of the Managers. At all meetings of the Board of Managers, the presence or representation of those Managers with a Majority of Voting Power shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting of the Managers. If a quorum shall not be present at any meeting of the Board of Managers, the Managers present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally convened. Unless otherwise provided in this Agreement, the act by those with a Majority of Voting Power at a meeting of the Managers at which a quorum is present shall be the act of the Managers. Notwithstanding the foregoing:

(i) Each action specified in paragraphs (i), (v), (vi), (xii), (xiii), (xiv), (xv) and (xvi) of Section 6.8(a) (or paragraph (xviii) of Section 6.8(a) to the extent relating to any of the foregoing) shall require the affirmative vote in favor of such action of the EnCap Managers plus at least one Management Manager (a “ Super Majority ”);

(ii) Any action specified in paragraph (xi) of Section 6.8(a) (or any action under paragraph (xviii) of Section 6.8(a) to the extent relating to any of the foregoing) shall require the affirmative vote (A) of the Management Managers only, if an EnCap Partner is the party proposing to assign all or a portion of its Partnership Interest or is proposing that an assignee in respect of such assigned Partnership Interest be substituted in place of such EnCap Partner; or (B) of the EnCap Managers only, if any of the Management Entities are the party proposing to assign all or a portion of its Partnership Interest or is proposing that an assignee in respect of such assigned Partnership Interest be substituted in place of the Management Entity; and

(iii) Any action specified in paragraph (xvii) of Section 6.8(a) (or any action under paragraph (xviii) of Section 6.8(a) to the extent relating to any of the foregoing) shall require the approval of a majority in number of the disinterested Managers.

(e) All meetings of the Board of Managers shall be presided over by the chairman of the meeting, who shall be a person designated by a majority in number of the Managers present at the meeting. The chairman of any meeting of the Board of Managers shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as determined by him to be in order.

(f) Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting, without prior notice and without a vote if a consent or consents in writing, setting forth the action so taken, is signed by the requisite number of Managers that would be necessary to constitute a quorum and to authorize or take such action at a meeting of the Board of Managers. A written consent executed pursuant to this Section 6.5(f) shall become effective 24 hours after the time it is delivered to all of the Managers. An Electronic Transmission by a Manager, or a facsimile or similar reproduction of a writing signed by a Manager, shall be regarded as signed by the Manager for purposes of this Section 6.5(f) .

(g) Subject to the provisions of this Agreement and Applicable Law regarding notice of meetings and the granting of proxies, persons serving on the Board of Managers (i) unless otherwise restricted by the Certificate or this Agreement, may participate in and hold a meeting of the Board of Managers by using conference telephone, Electronic Transmission, or similar communications equipment by means of which all persons participating in the meeting can hear each other, and (ii) may grant a proxy to another Manager or delegate its right to act to another Manager which proxy or delegation shall be effective as the attendance or action at the meeting of the Manager giving such proxy or delegation. Participation in a meeting pursuant to this Section 6.5 shall constitute presence in person at such meeting, except when a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting was not lawfully called or convened.

(h) Without limiting subsection (g) above regarding the granting of proxies, any EnCap Manager absent from a meeting may be represented by any other EnCap Manager, who may cast the vote of the absent EnCap Manager according to the written instructions, general or special, of the absent EnCap Manager.

Section 6.6. Compensation of Managers . No person will be paid any fee for serving on the Board of Managers, but will be entitled to reimbursement for reasonable out-of-pocket costs and expenses in attending meetings of the Board.

Section 6.7. Duties of Managers and Partners .

(a) To the fullest extent permitted by the Act, a person, in performing his duties and obligations as a Manager under this Agreement, shall be entitled to act or omit to act at the direction of the Partners that designated such person to serve on the Board of Managers, considering only such factors, including the separate interests of the designating Partners, as such Manager or Partners choose to consider, and any action of a Manager or failure to act, taken or omitted in good faith reliance on the foregoing provisions shall not, as between the Partnership and the other Partners, on the one hand, and the Manager or Partners designating such Manager, on the other hand, constitute a breach of any duty (including any fiduciary or other similar duty, to the extent such exists under the Act or any other Applicable Law) on the part of such Manager or Partners to the Partnership or any other Manager or Partner of the Partnership.

(b) The Partners (in their own names and in the name and on behalf of the Partnership) hereby:

(i) agree that (A) the terms of this Section 6.7 , to the extent that they modify or limit a duty or other obligation, if any, that a Manager may have to the Partnership or any another Partner under the Act or other Applicable Law are reasonable in form, scope and content; and (B) the terms of this Section 6.7 shall control to the fullest extent possible if it is in conflict with a duty, if any, that a Manager may have to the Partnership or another Partner, under the Act or any other Applicable Law; and

(ii) waive to the fullest extent permitted by the Act, any duty or other obligation, if any, that a Partner may have to the Partnership or another Partner, pursuant to the Act or any other Applicable Law, to the extent necessary to give effect to the terms of this Section 6.7 .

(c) The Partners (in their own names and in the name and on behalf of the Partnership), acknowledge, affirm and agree that (i) the Partners would not be willing to make an investment in the Partnership, and no person designated by any Partner to serve on the Board would be willing to so serve, in the absence of this Section 6.7 , and (ii) they have reviewed and understand the provisions of Section 17-1101(c) and (d) of the Act.

Section 6.8. Actions Requiring Board Approval .

(a) In addition to any other matters under Applicable Law or pursuant to the provisions of this Agreement that require the approval of the Board of Managers, the Partnership (or the officers and agents acting on its behalf), on its own behalf or on behalf of any of its subsidiaries, shall not take any of the following actions without having first received the approval of the Board of Managers in accordance with this Agreement:

(i) to sell all or any portion of the Partnership’s Eclipse Common Stock or to extend the Agreed Term;

(ii) to make distributions of Eclipse Common Stock or other cash and property to the Partners; provided however, the Board shall cause the Partnership to make a distribution of Eclipse Common Stock not later than ten (10) days after the applicable Authorized Shares Distribution Notice or the expiration of the Agreed Term;

(iii) to vote or to abstain from voting the shares of the Partnership’s Eclipse Common Stock on any given matter to be voted upon by the shareholders of Eclipse;

(iv) to appoint or remove any officer of the Partnership;

(v) to merge, combine, or consolidate the Partnership with any other entity, or convert the Partnership into another form of entity;

(vi) to liquidate or dissolve the Partnership, commence a voluntary bankruptcy by the Partnership, or consent to the appointment of a receiver, liquidator, assignee, custodian, or trustee for the purposes of winding up the affairs of the Partnership;

(vii) to appoint the Partnership’s independent certified public accountants;

(viii) to cause the Partnership to (A) execute and deliver any Material Agreement and (B) amend, modify or otherwise change (including by waiver or consent) in any material respect any Material Agreement;

(ix) to compromise or settle any lawsuit, administrative matter or other dispute where the amount the Partnership may recover or might be obligated to pay, as applicable, is in excess of $100,000;

(x) to form any subsidiary of the Partnership;

(xi) to approve (A) a Disposition by a Member of all or a portion of such Partner’s Partnership Interest under Section 9.1 and (B) the admission of an assignee of all or a portion of a Partnership Interest as a Partner pursuant to Section 9.2 :

(xii) to increase or decrease the number of Managers serving on the Board of Managers;

(xiii) to create, incur, assume, guarantee, refinance or prepay any Indebtedness or amend, modify or otherwise alter the terms and provisions of any such Indebtedness (including by waiver or consent);

(xiv) to guarantee in the name or on behalf of the Partnership the performance of any contract or other obligation of any person other than the Partnership or any of its subsidiaries;

(xv) to mortgage, pledge, assign in trust or otherwise encumber any property or assets of the Partnership, or assign any monies owed or to be owed to the Partnership, except to secure Indebtedness permitted under Section 6.8(a)(xiii) ;

(xvi) to (A) authorize, offer for sale, or issue, any equity or debt securities of the Partnership or (B) repurchase or redeem any equity or debt securities of the Partnership;

(xvii) to engage in any transaction with any Partner, manager, officer, employee or other Affiliate of the Partnership, or their respective Affiliates (other than reimbursement of documented expenses of Managers);

(xviii) to take any action, authorize or approve, or enter into any binding agreement with respect to or otherwise commit to do any of the foregoing.

(b) The Partners acknowledge and agree, notwithstanding anything to the contrary in this Agreement or in the Act, that the matters described in Section 6.8(a) require the approval of the Board only and that no separate or additional Partner vote, consent or approval shall be required in order for the Partnership to undertake such action.

(c) To the extent this Agreement obligates the Partnership to take certain actions, each Manager shall vote to cause the Partnership to take such actions.

Section 6.9. Officers .

(a) The Board of Managers may, from time to time, designate one or more persons to be officers of the Partnership. The initial officers of the Partnership, and the offices to which they are appointed, are set forth on Exhibit 6.9 attached hereto. No officer need be a resident of the State of Delaware, a Partner or a Manager. Any such officers so designated shall have such authority and perform such duties as the Board of Managers may, from time to time, delegate to them. The Board of Managers may assign titles to particular officers. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law (or any successor statute), the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such officer by the Board of Managers pursuant to this Section 6.9(a) and the other terms and provisions hereof. Each officer shall hold office until his successor shall be duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same person.

(b) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Board of Managers. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any officer may be removed as such, either with or without cause, by the Board of Managers; provided, however, that such removal shall be without prejudice to the contract rights, if any, of the person so removed. Designation of an officer shall not of itself create contract rights. Any vacancy occurring in any office of the Partnership may be filled by the Board of Managers.

ARTICLE VII

ACCOUNTING AND BANKING MATTERS;

CAPITAL ACCOUNTS; TAX MATTERS

Section 7.1. Books and Records: Reports .

(a) The Partnership shall keep and maintain full and accurate books of account for the Partnership in accordance with GAAP consistently applied and in accordance with the terms of this Agreement. Such books shall be maintained at the principal United States office of the Partnership. The Partners and their respective Affiliates and designated representatives shall have full and complete access at all reasonable times to review, inspect and copy the books and records of the Partnership.

(b) The Partnership shall provide to the Partners monthly and quarterly reports in substantially the format as reasonably requested by the Partners including the reports identified below at the times indicated below:

(i) quarterly within 45 days after the end of each fiscal quarter of the Partnership (including the fourth fiscal quarter) and annually within 75 days after the end of each fiscal year of the Partnership, (A) financial statements as of the end of and for

such period, including a balance sheet and the related statements of operations, Partners’ capital, and of cash flows, prepared in accordance with GAAP and, with respect to the annual financial statements, accompanied by a report of the Partnership’s independent certified public accountants stating that their examination was made in accordance with generally accepted auditing standards and that in their opinion, such financial statements fairly present the Partnership’s financial position, results of operations and cash flow in accordance with GAAP, and (B) a schedule reflecting the Capital Account balances of each Partner prepared pursuant to the provisions of Section 7.4 .

(ii) Such other reports and financial statements as determined by the Board of Managers or as reasonably requested by the Partners.

Section 7.2. Fiscal Year . The calendar year shall be selected as the accounting year of the Partnership and the books of account shall be maintained on an accrual basis.

Section 7.3. Bank Accounts . At the direction of the Board of Managers, the president or other authorized officer of the Partnership shall cause one or more bank accounts to be maintained in the name of the Partnership in such bank or banks as may be reasonably recommended by the principal executive officer and approved by the Board of Managers, which accounts shall be used for the payment of expenditures incurred by the Partnership and in which shall be deposited any and all receipts of the Partnership. All such receipts shall be and remain the property of the Partnership, shall be received, held and disbursed by the Board of Managers for the purposes specified in this Agreement and shall not be commingled with the funds of any other person.

Section 7.4. Capital Accounts .

(a) A capital account shall be established and maintained for each Partner. Each Partner’s capital account (A) shall be increased by (i) the amount of money contributed by that Partner to the Partnership, (ii) the Gross Asset Value of property contributed by that Partner to the Partnership (net of liabilities secured by the contributed property that the Partnership is considered to assume or take subject to under Section 752 of the Internal Revenue Code), and the amount of Profits or any item of income or gain and the amount of any item of income and gain exempt from tax allocated to such Partner for federal income tax purposes, and (B) shall be decreased by (i) the amount of money distributed to that Partner of the Partnership, (ii) the Gross Asset Value of property distributed to that Partner by the Partnership (net of liabilities secured by the distributed property that the Partner is considered to assume or take subject to under Section 752 of the Internal Revenue Code), (iii) allocations to that Partner of expenditures of the Partnership described in Section 705(a)(2)(B) of the Internal Revenue Code, and allocations to that Partner of Partnership Losses or any item of loss or deduction).

(b) It is the intention of the Partners that the capital accounts of each Partner be kept in the manner required under Treasury Regulation Section 1.704-l(b)(2)(iv). To the extent any additional adjustment to the capital accounts is required by such regulation, the Board of Managers is hereby authorized to make such adjustment.

(c) On the transfer of all or part of a Partner’s Partnership Interest, the capital account of the transferor that is attributable to the transferred interest shall carry over to the transferee Partner in accordance with the provisions of Treasury Regulation Section 1.704- l(b)(2)(iv)(l).

Section 7.5. Tax Partnership . The Partners agree to classify the Partnership as a partnership for federal tax purposes. Neither the Partnership, any Partner nor any officer or other representative of any of the foregoing shall file an election to classify the Partnership as an association taxable as a corporation for federal tax purposes. Notwithstanding the foregoing, it is agreed that this Section 7.5 shall not be applicable if the tax status of the Partnership were to be reclassified as a result of a merger or other transaction whereby the Partnership is being sold to a third party and such merger or transaction is approved by the Board of Managers in accordance with the terms hereof.

Section 7.6. Tax Returns . The Partnership shall deliver to each of the Partners the following schedules and tax returns: (i) within 45 days after the Partnership’s year-end, a draft Schedule K-l, and (ii) within 60 days after the Partnership’s year-end, a final Schedule K-l, along with copies of all other federal, state, or local income tax returns or reports filed by the Partnership for the previous year as may be required as a result of the operations of the Partnership. In addition, the Partnership shall provide, to the extent reasonably available, such other information as a Partner may reasonably request for purposes of complying with applicable tax reporting requirements. In addition, the Partners shall provide, to the extent reasonably available, such information as the Partnership may reasonably request for purposes of preparing or defending its tax returns.

Section 7.7. Texas Margin Tax . If Texas law requires any Partner and the Partnership to participate in the filing of a Texas margin tax combined group report, and if such Partner (the “ Included Partner ”) pays the margin tax liability due in connection with such combined report, the parties agree that the Partnership shall promptly reimburse the Included Partner for the margin tax paid on behalf of the Partnership as a combined group member. The margin tax paid on behalf of the Partnership shall be equal to the margin tax that the Partnership would have paid if it had computed its margin tax liability for the report period on a separate entity basis rather than as a member of the combined group and with the Partnership utilizing whichever reasonable margin tax computational option that results in the least amount of tax for the Partnership. The parties agree that the Included Partner may deduct for federal income tax purposes 100% of the Texas margin tax attributable to the Partnership and paid by Included Partner and that the Partnership’s reimbursement obligation shall be limited to the after-tax cost to the Included Partner of the Texas margin tax attributable to the Partnership and paid by the Included Partner, computed based on the highest marginal federal tax rate applicable to individuals. For purposes of this Section 7.7 there may only be one Included Partner and if there is any uncertainty as to which Partner of the Partnership is an Included Partner, the Board shall determine who is the Included Partner.

ARTICLE VIIII

NDEMNIFICATION

Section 8.1. Power to Indemnify in Actions, Suits or Proceedings . The Partnership shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or Proceeding, whether civil, criminal,

administrative or investigative by reason of the fact that he is or was a Partner, officer, or Manager of the Partnership, or a member, shareholder, partner, officer, or an Affiliate of such Partner, or is or was serving at the request of the Partnership as a member, officer, or director (or equivalent position) of another limited liability company, corporation, partnership, joint venture, trust or other enterprise (a “ Covered Person ”), against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such Covered Person in connection with such action, suit or Proceeding, provided that such Covered Person acted in good faith and in a manner such Covered Person reasonably believed to be in or not opposed to the best interests of the Partnership, or, with respect to any criminal action or Proceeding, that such Covered Person had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or Proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that a Covered Person did not act in good faith and in a manner which such Covered Person reasonably believed to be in or not opposed to the best interests of the Partnership, and, with respect to any criminal action or Proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 8.2. Expenses Payable in Advance . Expenses incurred by a Covered Person in defending or investigating a threatened or pending action, suit or Proceeding shall be paid by the Partnership in advance of the final disposition of such action, suit or Proceeding upon receipt of an unsecured undertaking by or on behalf of such Covered Person to repay such amount if it shall ultimately be determined that such Covered Person is not entitled to be indemnified by the Partnership as authorized by this Article VIII .

Section 8.3. Nonexclusivity of Indemnification and Advancement of Expenses .

(a) The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any agreement, contract, vote of Partners or Board of Managers or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in a Covered Person’s official capacity and as to action in another capacity while holding such office, it being the policy of the Partnership that indemnification of the persons specified in Section 8.1 shall be made to the fullest extent permitted by law but only if the Board authorizes such broader protection than set forth in the other provisions of this Article VIII . The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 8.1 but whom the Partnership has the power or obligation to indemnify under the provisions of the Act or otherwise.

(b) The Partners hereby acknowledge that certain of the Covered Persons may have certain rights to indemnification, advancement of expenses and/or insurance provided by the EnCap Partners and/or certain of their Affiliates. The Partners hereby agree that (i) the Partnership is the indemnitor of first resort ( i.e. , its obligations to any Covered Person are primary and any obligation of any EnCap Partner and/or any of its Affiliates to advance expenses or to provide indemnification for the same expenses or liabilities incurred by a particular Covered Person are secondary), (ii) the Partnership shall be required to advance the full amount of expenses incurred by a Covered Person and shall be liable for the full amount of all expenses, judgments, fines and amounts paid in settlement to the extent legally permitted and as required

by the terms of this Agreement or the Certificate (or any other applicable agreement between the Partnership and a Covered Person), without regard to any rights a Covered Person may have against any EnCap Partner and/or any of its Affiliates, and (iii) the Partnership irrevocably waives, relinquishes and releases the EnCap Partners and their Affiliates from any and all claims against them for contribution, subrogation or any other recovery of any kind in respect of claims against the Partnership under this Article VIII . The Partners further agree that no advancement or payment by any EnCap Partner and/or any of its Affiliates on behalf of a Covered Person with respect to any claim for which such Covered Person has sought indemnification from the Partnership shall affect the foregoing and the EnCap Partners and their Affiliates shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Covered Person against the Partnership. The EnCap Partners and their Affiliates are express third party beneficiaries of the terms of this Section 8.3 . Notwithstanding the foregoing, with respect to any rights to indemnification, advancement of expenses and/or insurance available to a Covered Person (i) from Eclipse, the Partnership shall not be the indemnitor of first resort and such Covered Person must first resort to rights provided by Eclipse, and (ii) from any Management Entity, the Management Entity shall not be the indemnitor of first resort and such Covered Person must first resort, to rights provided by Eclipse and second to rights provided by the Partnership.

Section 8.4. Insurance . On such terms as the Board approves, the Partnership shall purchase and maintain insurance on behalf of any person who is or was a Covered Person against any liability asserted against such Covered Person and incurred by a Covered Person in any such capacity, or arising out of such Covered Person’s status as such, whether or not the Partnership would have the power or the obligation to indemnify the Covered Person against such liability under the provisions of this Article VIII .

Section 8.5. Survival of Indemnification and Advancement of Expenses . The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a Covered Person and shall inure to the benefit of the heirs, executors and administrators of such a person and shall survive the liquidation of the Partnership. No amendment or repeal of the provisions of this Article VIII which adversely affects the rights of any Covered Person under this Article VIII with respect to the acts or omissions of such Covered Person at any time prior to such amendment or repeal shall apply to such Covered Person without the written consent of the Covered Person.

Section 8.6. Limitation on Indemnification . Notwithstanding anything else herein to the contrary, the Partnership shall not be obligated to indemnify any Covered Person for (i) any Proceeding initiated by such Covered Person against the Partnership unless that Proceeding was brought to enforce such Covered Person’s right to indemnification under this Article VIII and, in such Proceeding, it is determined that such Covered Person is entitled to indemnification, or (ii) any Proceeding brought by the Partnership against such Covered Person unless such Covered Person is found not to be liable to the Partnership.

Section 8.7. Indemnification of Employees and Agents . The Partnership may, to the extent authorized from time to time by the Board of Managers, provide rights to indemnification and the advancement of expenses to employees and agents of the Partnership similar to those conferred in this Article VIII to a Covered Person.

Section 8.8. Severability . The provisions of this Article VIII are intended to comply with the Act. To the extent that any provision of this Article VIII authorizes or requires indemnification or the advancement of expenses contrary to the Act or the Certificate, the Partnership’s power to indemnify or advance expenses under such provision shall be limited to that permitted by the Act and the Certificate and any limitation required by the Act or the Certificate shall not affect the validity of any other provision of this Article VIII .

ARTICLE IX

DISPOSITIONS OF PARTNERSHIP INTERESTS;

ADMISSIONS OF ADDITIONAL LIMITED PARTNERS

Section 9.1. Dispositions .

(a) No Partner may Dispose of its Partnership Interest, in whole or in part other than in accordance with the terms of this Article IX , and any attempted Disposition that is not in accordance with this Article IX shall be, and is hereby declared, null and void ab initio . The Partners agree that a breach of the restrictions on Dispositions set forth in this Article IX may cause irreparable injury to the Partnership and the Partners for which monetary damages (or other remedy at law) are inadequate in view of (i) the complexities and uncertainties in measuring the actual damages that would be sustained by reason of the failure of a person to comply with such provisions, and (ii) the uniqueness of the Partnership’s business and the relationship among the Partners. Accordingly, the Partners agree that the restrictions on Dispositions may be enforced by specific performance.

(b) No Management Entity may directly or indirectly Dispose of all or any part of its Partnership Interest other than a Disposition (i) approved by the Board or (ii) to a Permitted Transferee.

(c) Eclipse Management may not directly or indirectly Dispose of all or any part of its Partnership Interest other than a Disposition approved by the Board.

(d) No EnCap Partner may directly or indirectly Dispose of all or any part of its Interest other than a Disposition (i) approved by the Board or (ii) to a Permitted Transferee.

(e) The foregoing Section 9.1(b) , (c) and (d) to the contrary notwithstanding, a Disposition by a Partner of its Partnership Interest (including to any Permitted Transferee) shall be null and void ab initio if, following the proposed Disposition, the Partnership would constitute a “publicly traded partnership” for purposes of Section 7704 of the Internal Revenue Code or if such Disposition would result in the violation of any applicable federal or state securities laws. Any costs incurred by the Partnership in connection with any proposed or actual Disposition by a Partner of all or a part of its Partnership Interest shall be borne by such Partner.

Section 9.2. Substitution .

(a) Unless an assignee of a Partnership Interest becomes a Partner in accordance with the provisions set forth below, such assignee shall not be entitled to any of the rights granted to a Partner hereunder in respect of such Partnership Interest, other than the right to receive allocations of income, gain, loss, deduction, credit and similar items and distributions to which the assignor would otherwise be entitled, to the extent such items are assigned.

(b) An assignee of the Partnership Interest of a Partner, or any portion thereof, may become a Partner entitled to all of the rights of a Partner in respect of such Partnership Interest if (i) the assignor gives the assignee such right, (ii) the Board of Managers consents in writing to such substitution if the approval of the Board of Managers was required pursuant to the terms of Section 9.1 , and (iii) the assignee executes and delivers such instruments, in form and substance reasonably satisfactory to the Board of Managers, as the Board of Managers may deem reasonably necessary to effect such substitution and to confirm the agreement of the assignee to be bound by all of the terms and provisions of this Agreement.

ARTICLE X

WINDING UP, LIQUIDATION, AND TERMINATION

Section 10.1. Winding Up . The Partnership’s affairs shall be wound up upon the first to occur of the following:

(a) the election by the Board of Managers to dissolve the Partnership;

(b) the point in time at which the Partnership ceases to own any Eclipse Common Stock, or other Exit Event;

(c) that date that is the earlier of (i) 180 days following the Effective Date, unless the IPO has been completed, or (ii) a decision by the Board of Managers to abandon the IPO;

(d) the expiration of the Agreed Term; and

(e) entry of a decree of judicial dissolution of the Partnership under Section 17-802 of the Act.

Section 10.2. Liquidation and Termination . On winding up of the Partnership, the liquidator shall be a person selected by the Board of Managers. The liquidator shall proceed diligently to wind up the affairs of the Partnership at the direction of the Board of Managers and make final distributions as provided in this Agreement and in the Act. The costs of liquidation shall be borne as a Partnership expense. The steps to be accomplished by the liquidator are as follows:

(a) As promptly as possible after dissolution and again after final liquidation, the liquidator shall cause a proper accounting to be made of the Partnership’s assets, liabilities, and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable.

(b) The liquidator shall pay, satisfy or discharge from Partnership funds all of the debts (including debts owing to any Partner), liabilities and obligations of the Partnership (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash or stock escrow fund for contingent liabilities in such amount and for such term as the liquidator may reasonably determine). Without limiting the foregoing, the liquidator shall be permitted to sell or retain any Eclipse Common Stock owned by the Partnership, if necessary, in order to comply with its obligations under this Section 10.2(b).

(c) To the extent that the Partnership has any Eclipse Common Stock or other assets remaining after the application of Section 10.2(b) , the Fair Market Value of such Eclipse Common Stock or other assets shall be determined and the Capital Accounts of the Partners shall be adjusted to reflect the manner in which the unrealized income, gain, loss, and deduction inherent in property that has not been reflected in the Capital Accounts previously would be allocated among the Partners under Section 5.1 if there were a taxable disposition of that property for the Fair Market Value of that property on the date of distribution.

(d) All remaining assets shall be distributed to the Partners in accordance with their respective Distribution Percentages in accordance with Section 5.4 (pursuant to an Authorized Shares Distribution to the extent such assets consist of Eclipse Common Stock); provided, however, that if the Partnership is liquidated by reason of Section 10.1(c) , the Class A Units, Class B Units and Class C Units will be distributed to the Partners who made a contribution to the Partnership of such Units under Section 4.1 . If such distributions do not correspond to the positive Capital Account balances of the Partners immediately prior to such distributions, then Profits and Losses or any item of income, gain, loss and deduction for the fiscal year in which the liquidation occurs shall be reallocated among the Partners to cause, to the extent possible, the Partners’ positive Capital Account balances immediately prior to such distribution to correspond to the amounts to be distributed under this subsection (d) .

(e) All distributions in kind to the Partners shall be valued for purposes of determining each Partner’s interest therein at its Fair Market Value at the time of such distribution, and such distributions shall be made subject to the liability of each distributee for costs, expenses, and liabilities theretofore incurred or for which the Partnership has committed prior to the date of termination, and those costs, expenses, and liabilities shall be allocated to the distributee pursuant to this Section 10.2 .

(f) Any distribution to the Partners in liquidation of the Partnership shall be made no later than the times prescribed in Treasury Regulation Section 1.704-1(b)(2)(ii)(b)(2). For purposes of the preceding sentence, the term “ liquidation ” shall have the same meaning as set forth in Treasury Regulation Section 1.704-l(b)(2)(ii)(g). The distribution of cash and/or property to a Partner in accordance with the provisions of this Section 10.2 constitutes a complete return to the Partner of its Capital Contribution and a complete distribution to the Partner of its Partnership Interest and all the Partnership’s property and constitutes a compromise to which all Partners have consented within the meaning of Section 17-502(b) of the Act. To the extent that a Partner returns funds to the Partnership, it has no claim against any other Partner for those funds.

Section 10.3. Certificate of Cancellation . On completion of the distribution of Partnership assets as provided in this Agreement, the Partnership shall be terminated and the Partners shall file a certificate of cancellation with the Secretary of State of Delaware, cancel any other filings made pursuant to Section 1.5 , and take such other actions as may be necessary to terminate the Partnership.

ARTICLE XI

OUTSIDE ACTIVITIES AND INVESTMENTS

Section 11.1. Outside Activities .

(a) Each Partner acknowledges and affirms that the EnCap Partners, their Affiliates, and the EnCap Managers (the “ EnCap Related Parties ”):

(i) (A) have participated (directly or indirectly) and will continue to participate (directly or indirectly) in private equity, venture capital and other direct investments in corporations, joint ventures, limited liability companies and other entities (in this Article XI , “ Other Investments ”), including Other Investments engaged in various aspects of the U.S. domestic and international “upstream” and “midstream” oil and gas business that may, are or will be competitive with the Partnership’s business or that could be suitable for the Partnership, (B) have interests in, participate with, aid and maintain seats on the board of directors or similar governing bodies of, Other Investments, and (C) may develop or become aware of business opportunities for Other Investments; and

(ii) may or will, as a result of or arising from the matters referenced in clause above, the nature of the EnCap Related Parties’ businesses and other factors, have conflicts of interest or potential conflicts of interest.

(b) The Partners (in their own names and in the name and on behalf of the Partnership) expressly (x) waive any such conflicts of interest or potential conflicts of interest and agree that no EnCap Related Party shall have any liability to any Partner or any Affiliate thereof, or the Partnership with respect to such conflicts of interest or potential conflicts of interest and (y) acknowledge and agree that the EnCap Related Parties and their respective representatives will not have any duty to disclose to the Partnership, any other Partner or the Board any such business opportunities, whether or not competitive with the Partnership’s business and whether or not the Partnership might be interested in such business opportunity for itself. The Partners (and the Partners on behalf of the Partnership) also acknowledge that the EnCap Related Parties and their representatives have duties not to disclose confidential information of or related to the Other Investments.

(i) agree that (A) the terms of this Article XI , to the extent that they modify or limit a duty or other obligation, if any, that an EnCap Related Party may have to the Partnership or another Partner under the Act or other Applicable Law, are reasonable in form, scope and content; and (B) the terms of this Article shall control to the fullest extent possible if it is in conflict with a duty, if any, that an EnCap Related Party may have to the Partnership or another Partner, the Act or any other Applicable Law; and

(ii) waive any duty or other obligation, if any, that an EnCap Related Party may have to the Partnership or another Partner, pursuant to the Act or any other Applicable Law, to the extent necessary to give effect to the terms of this Article.

(d) The Partners (in their own names and in the name and on behalf of the Partnership) acknowledge, affirm and agree that (i) the execution and delivery of this Agreement by the EnCap Related Parties is of material benefit to the Partnership and the other Partners, and that the EnCap Partners would not be willing to (x) execute and deliver this Agreement, and (y) make their agreed Capital Contributions to the Partnership, without the benefit of this Section 11.1 and the agreement of the parties thereto; and (ii) they have reviewed and understand the provisions of Sections 17-1101(c) and (d) of the Act.

Section 11.2. Other Activities . Provided each Partner (other than the EnCap Partners) complies with its obligations under Section 12.17 , such Partner or any Affiliate thereof may engage or invest, directly or indirectly, in any business activity or venture of any nature or description, for his or its own account, and the Partnership shall have no rights or interests in such activity or venture.

ARTICLE XII

GENERAL PROVISIONS

Section 12.1. Notices . Except as expressly set forth to the contrary in this Agreement, all notices, requests, or consents provided for or permitted to be given under this Agreement must be in writing and must be given either by depositing that writing in the United States mail, addressed to the recipient, postage paid, and registered or certified with return receipt requested or by delivering that writing to the recipient in person, by courier, by Electronic Transmission, or by facsimile transmission; and a notice, request, or consent given under this Agreement is effective on receipt by the person to receive it. All notices, requests, and consents to be sent to a Partner must be sent to or made at the addresses given for that Partner on Schedule I or such other address as that Partner may specify by notice to the other Partners. All notices, requests, and consents to be sent to the Partnership must be sent to or made at the address specified for the Partnership in Schedule I or such other address as the Partnership may specify by notice to the Partners.

Section 12.2. Amendment or Modification .

(a) Subject to Section 12.2(b) , this Agreement may be amended or modified from time to time only by a written instrument executed and agreed to by all of the Partners.

(b) Notwithstanding Section 12.2(a) , amendments to this Agreement that are of an inconsequential nature and do not adversely affect any Partner, or are necessary to comply with any Applicable Law or governmental regulation, or are necessary in the opinion of counsel to the Partnership to ensure that the Partnership will not be treated as an association taxable as a corporation for U.S. Federal income tax purposes, may be made by the Board of Managers without the consent of the Partners.

Section 12.3. Entire Agreement . This Agreement constitutes the full and complete agreement of the parties hereto with respect to the subject matter hereof (subject to the terms of the Stockholders Agreement).

Section 12.4. Effect of Waiver or Consent . The failure of any person to insist upon strict performance of a covenant hereunder or of any obligation hereunder, irrespective of the length of time for which such failure continues, shall not be a waiver of such person’s right to demand strict compliance in the future. No consent or waiver, express or implied, to or of any breach or default in the performance of any obligation hereunder shall constitute a consent or waiver to or of any other breach or default in the performance of the same or any other obligation hereunder.

Section 12.5. Successors and Assigns . Subject to Article IX , this Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, legal representatives, successors, and assigns.

Section 12.6. Governing Law . THIS AGREEMENT IS GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, EXCLUDING ANY CONFLICT-OF-LAWS RULE OR PRINCIPLE THAT MIGHT REFER THE GOVERNANCE OR THE CONSTRUCTION OF THIS AGREEMENT TO THE LAW OF ANOTHER JURISDICTION.

Section 12.7. Jurisdiction and Venue . IN RESPECT OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS TO THE JURISDICTION AND VENUE OF ANY FEDERAL OR STATE COURT LOCATED WITHIN THE STATE OF DELAWARE, WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON HIM, CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY FIRST CLASS REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, RETURN RECEIPT REQUESTED, DIRECTED TO HIM AT THE ADDRESS SPECIFIED PURSUANT TO SECTION 12.1 , AGREES THAT SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT THEREOF, AND WAIVES ANY OBJECTION TO JURISDICTION OR VENUE OF, AND WAIVES ANY MOTION TO TRANSFER VENUE FROM, ANY OF THE AFORESAID COURTS.

Section 12.8. Waiver of Jury Trial . THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT AND ANY DOCUMENT EXECUTED IN CONNECTION HEREWITH.

Section 12.9. Directly or Indirectly . Where any provision of this Agreement refers to action to be taken by any person, or which such person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such person, including actions taken by or on behalf of any Affiliate of such person.

Section 12.10. Severability . If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered divisible and such provision shall be deemed inoperative to the extent it is deemed unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however, that if any provision may be made enforceable by limitation thereof, then such provision shall be deemed to be so limited and shall be enforceable to the maximum extent permitted by Applicable Law.

Section 12.11. Further Assurances . In connection with this Agreement and the transactions contemplated hereby, each Partner shall execute and deliver any additional documents and instruments and perform any additional acts that may be reasonably necessary to effectuate and perform the provisions of this Agreement and those transactions.

Section 12.12. Title to Partnership Property . All property owned by the Partnership, whether real or personal, tangible or intangible, shall be deemed to be owned by the Partnership, and no Partner, individually, shall have any ownership of such property. The Partnership shall hold all of its property in its own name.

Section 12.13. No Third Party Beneficiaries . Except as otherwise provided in Article VIII , it is the intent of the parties hereto that no third-party beneficiary rights be created or deemed to exist in favor of any person not a party to this Agreement, unless otherwise expressly agreed to in writing by the parties.

Section 12.14. Expenses .

(a) All Organization and Transaction Expenses shall be paid by the Partnership.

(b) All direct, third party out of pocket expenses reasonably incurred in the Partnership’s business shall be paid with Partnership funds, including costs of obtaining audits (including the fees and expenses of the Partnership’s independent auditors), fees and expenses attributable to the preparation of the Partnership’s tax returns and reports, routine outside legal costs, and printing and mailing expenses.

Section 12.15. Legal Counsel . The Partners acknowledge and agree that Thompson & Knight LLP (“ T&K ”) (i) has represented the EnCap Partners and certain of their Affiliates in connection with the negotiation, execution and delivery of this Agreement and all other agreements contemplated by this Agreement, (ii) has not represented the Partnership or any Partner other than the EnCap Partners, and (iii) in no event shall an attorney/client relationship be deemed to exist between T&K, on the one hand, and the Partners (other than the EnCap Partners) or any of their respective Affiliates, or the Partnership, on the other hand, in respect of T&K’s representation as described in clauses (i) and (ii) above.

Section 12.16. Counterparts . This Agreement may be executed in any number of counterparts, with each such counterpart constituting an original and all of such counterparts constituting but one and the same instrument.

Section 12.17. Confidentiality . Except as required by Applicable Law or judicial order or decree or by any Governmental Entity, each Partner will, and will cause each of its Managers, agents or other representatives to, keep confidential all non-public information received from or otherwise relating to, the Partnership, its subsidiaries, properties and businesses (“ Confidential Information ”) and will not, and will not permit its Managers, agents or other Representatives (as defined below) to, (a) disclose Confidential Information to any other person other than (i) to another party hereto for a valid business purpose of the Partnership, or (ii) in the case of Partners who are also officers of the Partnership, in carrying their duties in the best interests of the Partnership, or (b) use Confidential Information for anything other than as necessary and appropriate in carrying out the business of the Partnership. The restrictions set forth in this Agreement do not apply to any disclosures relating to U.S. federal and state income tax treatment and tax structure of the transaction contemplated hereby and all materials of any kind (including

opinions and tax analyses) relating to the tax treatment and tax structure, not including information relating to the identity of the Partners, their Affiliates, agents, or advisors, and to any disclosures required by law or regulatory authority (pursuant to the advice of counsel), so long as (x) the person subject to such disclosure obligations provides prior written notice (to the extent reasonably practicable) to the Partnership stating the basis upon which the disclosure is asserted to be required, and (y) the person subject to such disclosure obligations takes all reasonable steps to oppose or mitigate any such disclosure. As used in this Agreement, the term “Confidential Information” shall not include information that (i) is or becomes generally available to the public other than as a result of a disclosure by a Partner or its partners, directors, officers, employees, agents, counsel, investment advisers or representatives (all such persons being collectively referred to as “ Representatives ”) in violation of this Agreement, (ii) is or was available to such Partner on a non-confidential basis prior to its disclosure to such Partner or its Representatives by the Partnership, or (iii) was or becomes available to such Partner on a non-confidential basis from a source other than the Partnership, which source is or was (at the time of receipt of the relevant information) not, to the best of such Partner’s knowledge, bound by a confidentiality agreement with (or other confidentiality obligation to) the Partnership or another person.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first written above.


GENERAL PARTNER:

ECLIPSE HOLDINGS GP, LLC

By:		EnCap Energy Capital Fund VIII, L.P.,
		Sole Member of Eclipse GP, LLC

By:		EnCap Equity Fund VIII GP, L.P.,
		General Partner of EnCap Energy Capital Fund
		VIII, L.P.

By:		EnCap Investments L.P.,
		General Partner of EnCap Equity Fund VIII GP,
		L.P.

By:		EnCap Investments GP, L.L.C.,
		General Partner of EnCap Investments L.P.

By:
Name:
Title:		Managing Partner

Signature Pages

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first written above.


LIMITED PARTNERS:

ENCAP ENERGY CAPITAL FUND VIII, L.P.

By:		EnCap Equity Fund VIII GP, L.P.,
		General Partner of EnCap Energy Capital
		Fund VIII, L.P.

By:		EnCap Investments L.P.,
		General Partner of EnCap Equity Fund VIII
		GP, L.P.

By:		EnCap Investments GP, L.L.C.,
		General Partner of EnCap Investments L.P.

By:
Name:
Title:		Managing Partner

ENCAP ENERGY CAPITAL FUND VIII CO-INVESTORS, L.P.

By:		EnCap Equity Fund VIII GP, L.P.,
		General Partner of EnCap Energy Capital Fund VIII
		Co-Investors, L.P.

By:		EnCap Investments L.P.,
		General Partner of EnCap Equity Fund VIII
		GP, L.P.

By:		EnCap Investments GP, L.L.C.,
		General Partner of EnCap Investments L.P.

By:
Name:
Title:		Managing Partner

Signature Pages

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first written above.


ENCAP ENERGY CAPITAL FUND IX, L.P.

By:		EnCap Equity Fund IX GP, L.P.,
		General Partner of EnCap Energy Capital
		Fund IX, L.P.

By:		EnCap Investments L.P.,
		General Partner of EnCap Equity Fund IX GP, L.P.

By:		EnCap Investments GP, L.L.C.,
		General Partner of EnCap Investments L.P.

By:
Name:
Title:		Managing Partner

Signature Pages

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first written above.


THE HULBURT FAMILY II LIMITED PARTNERSHIP

By:		BWH Management Company II, LLC,
		General Partner

By:
Name:		Benjamin W. Hulburt
Title:		Manager

CKH PARTNERS II, L.P.

By:		CKH Management Company II, LLC,
		General Partner

By:
Name:		Christopher K. Hulburt
Title:		Manager

KIRKWOOD CAPITAL, L.P.

By:		Mountaineer Ventures, LLC,
		General Partner

By:
Name:		Thomas S. Liberatore
Title:		Manager

ECLIPSE MANAGEMENT, L.P.

By:		Eclipse Management GP, LLC,
		General Partner

By:
Name:		Benjamin W. Hulburt
Title:		Manager

Signature Pages

SCHEDULE I

(a)

(b)

(c)

(d)

(e)

PARTNER

ADDRESS

INITIAL
CONTRIBUTED
ECLIPSE I UNITS
(contributed to the
Partnership on the
Effective Date)

UNITS IN THE
PARTNERSHIP
(issued on the Effective
Date)

REMAINING
CONTRIBUTED
INTERESTS
(to be contributed to the
Partnership on the
Subsequent
Closing Date)

UNITS IN THE
PARTNERSHIP
(to be issued on the
Subsequent
Closing Date)

TOTAL UNITS IN
THE PARTNERSHIP
(the sum of column (b)
and column (d))

Eclipse Holdings GP, LLC

c/o EnCap Investments L.P.

1100 Louisiana, Suite 4900

Houston, Texas 77002

Attention: Mark E. Burroughs, Jr.

Fax: 713-659-6130

e-mail: mburroughs@encapinvestments.com

N/A

EnCap Energy Capital Fund VIII, L.P.

c/o EnCap Investments L.P.

1100 Louisiana, Suite 4900

Houston, Texas 77002

Attention: Mark E. Burroughs, Jr.

Fax: 713-659-6130

e-mail: mburroughs@encapinvestments.com

EnCap Energy Capital Fund VIII Co-Investors, L.P.

c/o EnCap Investments L.P.

1100 Louisiana, Suite 4900

Houston, Texas 77002

Attention: Mark E. Burroughs, Jr.

Fax: 713-659-6130

e-mail: mburroughs@encapinvestments.com

EnCap Energy Capital Fund IX, L.P.

c/o EnCap Investments L.P.

1100 Louisiana, Suite 4900

Houston, Texas 77002

Attention: Mark E. Burroughs, Jr.

Fax: 713-659-6130

e-mail: mburroughs@encapinvestments.com

The Hulburt Family II Limited Partnership

c/o Eclipse Resources

2121 Old Gatesburg Road, Suite 110

State College, Pennsylvania 16803

Attention: Benjamin W. Hulburt

e-mail: bhulburt@eclipseresources.com

Schedule I – Page 1

(a)

(b)

(c)

(d)

(e)

PARTNER

ADDRESS

INITIAL
CONTRIBUTED
ECLIPSE I UNITS
(contributed to the
Partnership on the
Effective Date)

UNITS IN THE
PARTNERSHIP
(issued on the Effective
Date)

REMAINING
CONTRIBUTED
INTERESTS
(to be contributed to the
Partnership on the
Subsequent
Closing Date)

UNITS IN THE
PARTNERSHIP
(to be issued on the
Subsequent
Closing Date)

TOTAL UNITS IN
THE PARTNERSHIP
(the sum of column (b)
and column (d))

CKH Partners II, L.P.

c/o Eclipse Resources

2121 Old Gatesburg Road, Suite 110

State College, Pennsylvania 16803

Attention: Christopher K. Hulburt

e-mail: chulburt@eclipseresources.com

Kirkwood Capital, L.P.

c/o Eclipse Resources

2121 Old Gatesburg Road, Suite 110

State College, Pennsylvania 16803

Attention: Thomas S. Liberatore

e-mail: tliberatore@eclipseresources.com

Eclipse Management, L.P.

c/o Eclipse Resources

2121 Old Gatesburg Road, Suite 110

State College, Pennsylvania 16803

Attention: Benjamin W. Hulburt

e-mail: bhulburt@eclipseresources.com

Address of Partnership for Notice Purposes :

Eclipse Holdings, LP2121 Old

Gatesburg Road, Suite 110

State College, Pennsylvania 16803

Attention: Board of Managers

e-mail: bhulburt@eclipseresources.com

Schedule I – Page 2

EXHIBIT 2.1

DISTRIBUTION PERCENTAGES

This Exhibit is divided into three parts. Part I sets forth certain key defined terms utilized in connection with the definition of Distribution Percentage. Part II sets forth the definition of Distribution Percentage as utilized in the Agreement and this Exhibit. Part III sets forth various discount factors which shall be calculated in connection with the calculation of Payout No. 1, Payout No. 2, and Payout No. 3.

I. Certain Key Defined Terms

As used in this Exhibit 2.1 :

“Delivery Date ” means January 20, 2011.

With respect to each Payout Period, “ Payout ” occurs when:

(i) the aggregate cash distributions (and the Fair Market Value of in kind distributions following the Subsequent Closing Date) that the EnCap Partners have actually received from the Partnership, when discounted at the applicable IRR Rate from the respective dates such cash distributions (or the Fair Market Value of in kind distributions) are received to the last day of the month in which the Delivery Date occurs, equal the aggregate Capital Contributions of the EnCap Partners to the Partnership, when discounted at the applicable IRR Rate from the respective dates such Capital Contributions are made to the last day of the month in which the Delivery Date occurs; and

(ii) the aggregate cash distributions (and the Fair Market Value of in kind distributions following the Subsequent Closing Date) that the EnCap Partners have actually received from the Partnership equal or exceed the product of (x) the applicable ROI Factor and (y) the aggregate Capital Contributions made by the EnCap Partners to the Partnership.

In connection with making the discount calculations contemplated by each Payout, each cash distribution and Capital Contribution shall be deemed to have been made on the last day of the month during which it was paid or received, and shall be discounted by the applicable discount factor for such month as set forth in Part III of this Exhibit 2.1 . In addition, for purposes of computing Payout, the references in paragraphs (i) and (ii) above to “the aggregate Capital Contributions made by the EnCap Partners to the Partnership” shall not be deemed to include any Uplift Amount. In addition, for purposes of computing Payout and the Uplift Amount (as defined below) (i) any capital contributions made (or deemed to be made) by any Partner to Eclipse I prior to the Subsequent Closing Date will be deemed to have been made as Capital Contributions to the Partnership as of the dates originally made (or deemed to have been made) to Eclipse I, and (ii) any cash distributions made by Eclipse I to any Partner prior to the Subsequent Closing Date will be deemed to have been made as cash distributions by the Partnership to such Partner as of the dates originally made to such Partner.

Exhibit 2.1 – Page 1

“ Payout No. 1 ” means the occurrence of Payout utilizing the IRR Rate and the ROI Factor set forth opposite “Payout No. 1” in the table below; “ Payout No. 2 ” means the occurrence of Payout utilizing the IRR Rate and the ROI Factor set forth opposite “Payout No. 2” in the table below; and “ Payout No. 3 ” means the occurrence of Payout utilizing the IRR Rate and the ROI Factor set forth opposite “Payout No. 3” in the table below.


Payout	IRR Rate	ROI Factor
Payout No. 1	8% per annum compounded monthly		1.10
Payout No. 2	20% per annum compounded monthly		1.75
Payout No. 3	30% per annum compounded monthly		2.50

“Uplift Amount” means the agreed upon increase in the amount of Capital Contributions to the Partnership that certain Partners are deemed to have made pursuant to Section 3.6(f) of the Eclipse I Partnership Agreement.

II. Distribution Percentage

As used in the Agreement, “ Distribution Percentage ” means:

(i) when used with respect to the General Partner, 0.00%;

(ii) when used with respect to a Limited Partner holding Class A Units at a particular point in time, the percentage amount equal to A multiplied by B, where :

“ A ” is the percentage amount set forth in the table below (x) under the heading “Partners Holding Class A Units” and (y) opposite the particular Payout Phase referenced in the table below then in existence at such point in time; and

“ B ” is a fraction, the numerator of which is the number of Class A Units then held by such Limited Partner at such point in time and the denominator of which is the total number of Class A Units issued and outstanding at such point in time;

(iii) when used with respect to a Limited Partner holding Class B Units at a particular point in time, the percentage amount equal to A multiplied by B, where :

“ A ” is the percentage amount set forth in the table below (x) under the heading “Partners Holding Class B Units” and (y) opposite the particular Payout Phase referenced in the table below then in existence at such point in time; and

“ B ” is a fraction, the numerator of which is the number of Class B Units then held by such Limited Partner at such point in time and the denominator of which is the total number of Class B Units issued and outstanding at such point in time;

(iv) when used with respect to a Limited Partner holding Series C-1 Units at a particular point in time prior to the Class C Distribution Adjustment Point (as defined below): the percentage amount equal to A multiplied by B, where :

“ A ” is the percentage amount set forth in the table below (x) under the heading “Partners Holding Class C Units” and (y) opposite the particular Payout Phase referenced in the table below then in existence at such point in time; and

Exhibit 2.1 – Page 2

“ B ” is a fraction, the numerator of which is the number of Series C-1 Units then held by such Limited Partner at such point in time and the denominator of which is the total number of Series C-1 Units issued and outstanding at such point in time;

(v) when used with respect to a Limited Partner holding Series C-2 Units at a particular point in time prior the Class C Distribution Adjustment Point, 0%; and

(vi) when used with respect to a Limited Partner holding Class C Units at a particular point in time after the Class C Distribution Adjustment Point, the percentage amount equal to A multiplied by B, where :

“ B ” is a fraction, the numerator of which is the number of Class C Units then held by such Limited Partner at such point in time and the denominator of which is the total number of Class C Units issued and outstanding at such point in time.

For purposes of paragraphs (iv) , (v) and (vi) above, the term “ Class C Distribution Adjustment Point ” shall mean the point in time when the holders of the Series C-1 Units have received aggregate cash distributions (and the Fair Market Value of any in kind distributions) from the Partnership pursuant to paragraph (iv) above equal to $40,000,000.


Payout Phase	Partners Holding Class A Units	Partners Holding Class B Units	Partners Holding Class C Units
Prior to Payout No. 1	A	B		0.00	%
After Payout No. 1 but Prior to Payout No. 2	C	D		12.07	%
After Payout No. 2 but Prior to Payout No. 3	E	F		22.42	%
After Payout No. 3	G	H		27.59	%

In the above table:

“ A ” is a percentage amount equal to (i) the aggregate Capital Contributions actually made to the Partnership by those Partners holding Class A Units divided by (ii) the aggregate Capital Contributions actually made to the Partnership by those Partners holding Class A Units and Class B Units.

“ B ” is a percentage amount equal to (i) the aggregate Capital Contributions actually made to the Partnership by those Partners holding Class B Units divided by (ii) the aggregate Capital Contributions actually made to the Partnership by those Partners holding Class A Units and Class B Units.

“ C ” is a percentage amount equal to A minus X1, where “X1” equals A multiplied by 12.07%.

Exhibit 2.1 – Page 3

“ D ” is a percentage amount equal to 100% minus X2, where “X2” is the sum of C plus 12.07%.

“ E ” is a percentage amount equal to A minus X3, where “X3” equals A multiplied by 22.42%.

“ F ” is a percentage amount equal to 100% minus X4, where “X4” is the sum of E plus 22.42%.

“ G ” is a percentage amount equal to A minus X5, where “X5” equals A multiplied by 27.59%.

“ H ” is a percentage amount equal to 100% minus X6, where “X6” is the sum of G plus 27.59%.

For purposes of A and B above, the aggregate Capital Contributions actually made to the Partnership by a Partner holding Class A Units or Class B Units shall be deemed to include the Uplift Amount.

II. Discount Factors

[Attached Hereto]

Exhibit 2.1 – Page 4

EXHIBIT 5.1

ALLOCATIONS OF PROFITS AND LOSSES

AND

OTHER TAX MATTERS

TABLE OF CONTENTS


ARTICLE I. TAX DEFINITIONS		1
Section 1.1	Definitions	1

ARTICLE II. ALLOCATIONS OF PROFITS AND LOSSES		6
Section 2.1	Allocation of Book Items	6
Section 2.2	Allocation of Tax Items	9
Section 2.3	Allocations of Profit and Losses and Distributions in Respect of Interests Transferred	12

ARTICLE III. OTHER TAX MATTERS		12
Section 3.1	Tax Elections	12
Section 3.2	Tax Matters Partner	13
Section 3.3	Inconsistent Treatment of Partnership Items	13
Section 3.4	Tax Returns	14

ARTICLE I.

TAX DEFINITIONS

Section 1.1 Definitions . All capitalized terms used herein shall have the meanings assigned to them in the Limited Partnership Agreement of Eclipse Holdings, L.P. dated as of , 2014 (the “Agreement”) to which this Exhibit is attached, or as follows:

(a) Adjusted Capital Account Deficit

“Adjusted Capital Account Deficit” means, with respect to any Partner, the deficit balance, if any, in such Partner’s Capital Account as of the end of the relevant Allocation Year, after giving effect to the following adjustments:

(i) Credit to such Capital Account any amounts which such Partner is obligated to restore pursuant to any provision of this Agreement or is deemed obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and

(ii) Debit from such Capital Account the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6).

Exhibit 5.1 – Page 1

The foregoing definition of “Adjusted Capital Account Deficit” is intended to comply with the provisions of Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(b) Allocation Year

“Allocation Year” means (i) the period commencing on the Effective Date and ending on December 31, 2014, (ii) any subsequent period commencing on January 1 and ending on December 31 or (iii) any portion of the period described in clause (ii) above for which the Partnership is required to allocate Profits, Losses, and other items of Partnership income, gain, deduction, losses and credits pursuant to Article II.

“Book Depreciation” means the depreciation, amortization, or other cost recovery deduction (excluding depletion with respect to Depletable Property) allowable for federal income tax purposes to the Partnership for any Allocation Year with respect to any Partnership property except as calculated as set forth below (and to the extent applicable in a manner consistent with section 1.704-3(d)(2) of the Regulations). To the extent consistent with such Regulations, Book Depreciation with respect to a Partnership property shall be equal to the amount that bears the same proportion to the Book Value of the Partnership property as of the beginning of such Allocation Year (or the date of acquisition or contribution if the property is acquired or contributed during such Allocation Year) as the depreciation or amortization for federal income tax purposes for such period bears to the property’s adjusted tax basis as of the beginning of such Allocation Year (or the date of acquisition if the property is acquired during such Allocation Year). If the property’s adjusted tax basis is equal to zero, the amount of “Book Depreciation” allowable to the Partnership for any Allocation Year with respect to the Partnership property in question shall be determined under method selected by the General Partner.

(d) Book Liability Value

“Book Liability Value” means with respect to any liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i), the amount of cash that a willing assignor would pay to a willing assignee to assume such liability in an arm’s length transaction. The Book Liability Value of each liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i) shall be adjusted at such times as provided in this Agreement for an adjustment to Book Values; provided that such adjustments shall be made only if the General Partner reasonably determines that such adjustments are necessary or appropriate to reflect the relative economic interests of the Partners in the Partnership.

(e) Book/Tax Disparity Property

“Book/Tax Disparity Property” shall mean any Partnership property that has a Gross Asset Value, which is different from its adjusted tax basis to the Partnership. Thus, any property (other than cash) that is contributed to the capital of the Partnership by a Partner shall be a Book/Tax Disparity Property if its initial Gross Asset Value is not equal to the Partnership’s initial tax basis in the property. In addition, once the Gross Asset Value of a Partnership property is adjusted to an amount other than is adjusted tax basis, the property shall thereafter be a “Book/Tax Disparity Property”.

Exhibit 5.1 – Page 2

(f) Gross Asset Value

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(i) the Gross Asset Value of all Partnership assets shall be adjusted to equal their respective gross fair market values as reasonably determined by the General Partner upon (a) the acquisition of additional Partnership interests by a new or existing Partner in exchange for more than a de minimis capital contribution; (b) the distribution by the Partnership to a Partner of more than a de minimis amount of Partnership assets in redemption of Partnership interests; (c) the date of the grant of a Partnership interest (other than a de minimis Partnership interest) as consideration for the provision of services to or for the benefit of the Partnership by an existing Partner acting in a Partner capacity, or by a new Partner acting in a Partner capacity or in anticipation of becoming a Partner; or (d) the liquidation of the Partnership within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations; provided, however, that the adjustments pursuant to clauses (a), (b) and (c) above shall be made only if determined to be necessary by the General Partner;

(ii) the Gross Asset Value of any Partnership asset distributed to any Partner shall be adjusted to equal the gross fair market value of such asset on the date of distribution as agreed by the General Partner and the distributee Partner;

(iii) the Gross Asset Values of Partnership assets will be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Regulations Section 1.704-1(b)(2)(iv)(m); provided, however, that Gross Asset Values will not be adjusted pursuant to this clause (iv) to the extent that an adjustment pursuant to the foregoing clause (i) is made in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (iii);

(iv) if the Gross Asset Value of a Partnership asset has been determined or adjusted pursuant to clauses (i) or (iii) above or (v) below, such Gross Asset Value shall be adjusted each Allocation Year by the Book Depreciation with respect to such asset taken into account for purposes of computing Profits or Losses for such year; and

(v) the initial Gross Asset Value of any property contributed by a Partner to the Partnership shall be the fair market value as of the date of the contribution as determined by the General Partner; provided, however, that in connection with contributions described in Section 3.1 of the Agreement of the Class C Units, the Gross Asset Value shall be equal to the capital account balance attributable to the contributed Class C Units at the time of its contribution.

Exhibit 5.1 – Page 3

(g) Nonrecourse Deductions

“Nonrecourse Deductions” has the meaning set forth in sections 1.704-2(b)(1) and (c) of the Regulations.

(h) Nonrecourse Liability

“Nonrecourse Liability” of the Partnership shall mean any Partnership liability treated as a “nonrecourse liability” under sections 1.704-2(b)(3) and 1.752-1(a)(2) of the Regulations.

(i) Nonrecourse Minimum Gain

“Nonrecourse Minimum Gain” of the Partnership shall mean the amount of “minimum gain” of the Partnership that is attributable to Nonrecourse Liabilities (as determined strictly in accordance with sections 1.704-2(d) and 1.704-2(k) of the Regulations).

(j) Partially Adjusted Capital Account

“Partially Adjusted Capital Account” means, with respect to each Allocation Year and with respect to each Partner during such year, the Capital Account balance of such Partner at the beginning of such year, adjusted for all contributions and distributions during such year and all special allocations pursuant to Section 2.1(a) through (g) made to such Partner for such year, but before giving effect to any allocations of Profits or Losses (or items thereof) for such year pursuant to Section 2.1(h).

(k) Partner Nonrecourse Minimum Gain

“Partner Nonrecourse Minimum Gain” of the Partnership shall mean the amount of “minimum gain” of the Partnership that is attributable to Partner Nonrecourse Debt (as determined strictly in accordance with sections 1.704-2(i)(3) and 1.704-2(k)(5) of the Regulations). A Partner’s share of such “Partner Nonrecourse Minimum Gain” shall be calculated in accordance with the provisions of section 1.704-2(i)(5) of the Regulations.

(l) Partner Nonrecourse Debt

“Partner Nonrecourse Debt” shall mean any Partnership liability that is treated as “partner nonrecourse debt” under section 1.704-2(b)(4) of the Regulations.

(m) Partner Nonrecourse Deductions

“Partner Nonrecourse Deductions” of the Partnership shall mean any and all items of Book Depreciation and other expenses that are treated as “partner nonrecourse deductions” under sections 1.704-2(i)(2) and (3) of the Regulations.

(n) Profits or Losses

“Profits or Losses” means, for each Allocation Year, an amount equal to the Partnership’s taxable income or loss for such year, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a) of the Code shall be included in taxable income or loss), with the following adjustments:

Exhibit 5.1 – Page 4

(i) any income of the Partnership that is exempt from federal income tax and not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be added to such income or loss;

(ii) the computation of all items of loss and deduction shall be made without regard to the fact that items described in Section 705(a)(2)(B) of the Code or pursuant to Regulation Section 1.704-1(b)(2)(iv)(i) are neither currently deductible nor capitalized for federal income tax purposes;

(iii) any income, gain or loss attributable to the taxable disposition of any Partnership property shall be determined as if the adjusted basis of such property as of such date of disposition were equal in amount to the Partnership’s Gross Asset Value with respect to such property as of such date;

(iv) in lieu of depreciation, amortization and other cost recovery deductions (excluding depletion with respect to Depletable Properties) taken into account in computing taxable income or loss, there will be taken into account Book Depreciation for such year;

(v) if the Gross Asset Value of any Partnership asset is adjusted under clause (ii) of the definition of Gross Asset Value, the amount of such adjustment will be taken into account as gain or loss from disposition of the asset for purposes of computing Profits or Losses;

(vi) In the event the Book Liability Value of any liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i) is adjusted as required by this Agreement, the amount of such adjustment shall be treated as an item of loss (if the adjustment increases the Book Liability Value of such liability of the Partnership) or an item of gain (if the adjustment decreases the Book Liability Value of such liability of the Partnership) and such items, and any other items relating to Book Liability Values determined by the General Partner to be appropriate in determining Capital Accounts, shall be taken into account for purposes of computing Profits or Losses;

(vii) To the extent an adjustment to the adjusted tax basis of any asset pursuant to Section 734(b) of the Code is required, pursuant to Treasury Regulation Section 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Account balances as a result of a distribution other than in liquidation of a Partner’s interest in the Partnership, the amount of such adjustment shall be treated as an item of gain (if the adjustment increases the basis of the asset) or an item of loss (if the adjustment decreases such basis) from the disposition of such asset and shall be taken into account for purposes of computing Profits or Losses; and

(viii) any items which are specially allocated pursuant to the provisions of Section 2.1(a) through (g) shall not be taken into account in computing Profits or Losses.

Exhibit 5.1 – Page 5

(o) Target Capital Account

“Target Capital Account” means, with respect to each Allocation Year and with respect to each Partner during such year, the amount (which may be either a positive or a deficit balance) equal to the difference between (i) the amount of the hypothetical distribution (if any) that such Partner would receive if, on the last day of such year, (x) all Partnership assets, including cash, were sold for cash equal to their Gross Asset Value, taking into account any adjustments thereto for such year, (y) all Partnership liabilities were satisfied in cash according to their terms (limited, with respect to each Nonrecourse Liability or Partner Nonrecourse Debt, to the Gross Asset Value of the assets securing such liability), and (z) the net proceeds thereof (after satisfaction of such liabilities) were distributed in full pursuant to Section 8.2(a) of the Agreement and (ii) the sum of (x) the amount, if any, without duplication, that such Partner would be obligated to contribute to the capital of the Partnership pursuant to any provision of this Agreement, if applicable, (y) such Partner’s share of Nonrecourse Minimum Gain determined pursuant to Section 1.704-2(g) of the Regulations, and (z) such Partner’s share of Partner Nonrecourse Minimum Gain determined pursuant to Section 1.704-2(i)(5) of the Regulations, all computed immediately prior to the hypothetical sale described in clause (i) hereof.

(p) Tax Depreciation

“Tax Depreciation” for any Allocation Year shall mean the amount of depreciation, cost recovery or other amortization deductions allowable to the Partnership for Federal income tax purposes for such year.

(q) Tax Matters Partner

“Tax Matters Partner” shall mean the General Partner or any other Partner designated in Section 3.2(a) hereof as the “tax matters partner,” for purposes of section 6231(a)(7) of the Code.

ARTICLE II.

ALLOCATIONS OF PROFITS AND LOSSES

Section 2.1 Allocation Of Book Items . Before the allocations of Profits or Losses (or items thereof) pursuant to Section 2.1(h), the following special allocations shall be made in the following order:

(a) Pursuant to section 1.704-2(f) of the Regulations (relating to minimum gain chargebacks), if there is a net decrease in Nonrecourse Minimum Gain of the Partnership for the Allocation Year (or if there was a net decrease in Nonrecourse Minimum Gain for a prior Allocation Year and the Partnership did not have sufficient amounts of income or gain during the Allocation Year to allocate to the Partners under this Section 2.1(a)), then items of Partnership income or gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 for such year, to each Partner in proportion to, and to the extent of, the total net decrease in such Partner’s share of the Nonrecourse Minimum Gain (determined and adjusted in accordance with the provisions of section 1.704-2(g) of the Regulations).

Exhibit 5.1 – Page 6

As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any Allocation Year under this Section 2.1(a) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and items of gain for such year (provided that gain from the disposition of property which is subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject shall be allocated under this Section 2.1(a) only to the extent not allocated under Section 2.1(b) hereof).

(b) Pursuant to section 1.704-2(i)(4) of the Regulations (relating to partner nonrecourse minimum gain chargebacks), if there is a net decrease in Partner Nonrecourse Minimum Gain of the Partnership for such taxable year or other period (or if there was a net decrease in Partner Nonrecourse Minimum Gain for a prior taxable year or other period and the Partnership did not have sufficient amounts of income during prior taxable year or other period to allocate to the Partners under this Section 2.1(b)), then items of Partnership income and gain shall be allocated, before any other allocation is made pursuant to the succeeding provisions of this Section 2.1 for such taxable year, to the Partners with shares of such minimum gain as of the first day of such taxable year or other period in proportion to, and to the extent of, such Partner’s share of the net decrease in such minimum gain all as provided under section 1.704-2(i)(4) of the Regulations.

As provided in section 1.704-2(j) of the Regulations, income of the Partnership allocated for any taxable year or other period under this Section 2.1(b) shall consist first of a pro rata portion of gain recognized from the disposition of Partnership property subject to Partner Nonrecourse Debt and discharge of indebtedness income relating to the Partner Nonrecourse Debt to which the Property is subject, with any remaining allocated income deemed to be made up of a pro rata portion of the Partnership’s other items of income and other items of gain for such year (provided that items of gain from the disposition of property which is subject to a Nonrecourse Liability and discharge of indebtedness income relating to the Nonrecourse Liability to which the Property is subject shall be allocated under this Section 2.1(b) only to the extent not allocated under Section 2.1(a) hereof).

(c) The General Partner shall use all reasonable efforts to prevent any allocation from causing or increasing an Adjusted Capital Account Deficit. Consistent therewith and pursuant to section 1.704-1(b)(2)(ii)(d) of the Regulations (relating to “qualified income offsets”), all Partnership income shall be allocated, after giving tentative effect to all other allocations to be made pursuant to this Section 2.1 for the Allocation Year, proportionately among the Partners with Adjusted Capital Accounts Deficit (as determined after giving tentative effect to all other adjustments attributable to the allocations provided for in this Section 2.1) in amounts and the manner sufficient to eliminate such deficit balances as quickly as possible. As provided in section 1.704-1(b)(2)(ii)(d) of the Regulations, Partnership income allocated hereunder for the Allocation Year shall consist of a pro rata portion of each item of income for, and of gain occurring during, such year.

Exhibit 5.1 – Page 7

of such excess as quickly as possible, provided that an allocation pursuant to this Section 2.1(d) shall be made only if and to the extent that such Partner would have a deficit Capital Account balance in excess of such amount after all other allocations provided in this Section 2.1 have been made as if Section 2.1(c) and this Section 2.1(d) were not contained in this Agreement

(e) Any Partner Nonrecourse Deductions for any Allocation Year shall be specially allocated to the Partner who bears the economic risk of loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Section 1.704-2(i)(1).

(f) For any Allocation Year, all Nonrecourse Deductions shall be allocated among the Partners in proportion to their respective Distribution Percentages for such Allocation Year. As provided in section 1.704-2(j) of the Regulations, Nonrecourse Deductions allocated hereunder for any Allocation Year shall consist first of Book Depreciation with respect to property which is subject to Nonrecourse Liability for such year with any remaining Nonrecourse Deductions deemed to be made up of a pro rata portion of the Partnership’s other deductions or losses for such year (provided that Book Depreciation with respect to property which is subject to Partner Nonrecourse Debt shall be allocated under this Section 2.1(f) only to the extent not allocated under Section 2.1(e) hereof).

(g) (i) To the extent any adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required pursuant to section 1.704-1(b)(2)(iv)(m) to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts will be treated as an item of gain (if the adjustment increased the basis of the asset) or loss (if the adjustment decreases such basis), and such gain or loss will be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Regulations Section.

(ii) Simulated Depletion for each Depletable Property and Simulated Loss upon the Disposition of a Depletable Property shall be allocated among the Partners in proportion to their shares of the Simulated Basis in such property.

(h) (i) For each Allocation Year, after giving effect to Sections 2.1(a) through (g), the rules set forth below in this Section 2.1(h) shall apply for the purpose of determining each Partner’s allocable share of the items of income, gain, loss and deduction of the Partnership comprising Profits and Losses of the Partnership for such year and determining special allocations of other items of income, gain, loss and deductions set forth below.

(ii) The items of income, gain, deduction and loss of the Partnership comprising Profits or Losses for an Allocation Year shall be allocated among the persons who were Partners during such year in a manner that will reduce, proportionately, the differences between their respective Partially Adjusted Capital Accounts and Target Capital Accounts for such year. No portion of the Losses for any Allocation Year shall be allocated to a Partner whose Target Capital Account is greater than or equal to its Partially Adjusted Capital Account for such year. No portion of the Profits for any Allocation Year shall be allocated to any Partner whose Partially Adjusted Capital Account is greater than or equal to its Target Capital Account for such year.

Exhibit 5.1 – Page 8

(iii) Determination of Items Comprising Allocations.

(X) If the Partnership has a Profits for an Allocation Year, then, (A) for any Partner whose Partially Adjusted Capital Account balance needs to be decreased pursuant to Section 2.1(h)(ii), the allocations required by Section 2.1(h)(ii) shall be comprised of a proportionate share (based on the relative amounts by which their Partially Adjusted Capital Accounts need to reduced) of each of the Partnership’s items of deduction or loss entering into the computation of Profits for such year to the extent necessary to eliminate, to the maximum extent possible for such year, the differential between their respective Partially Adjusted Capital Accounts and Target Capital Accounts, and (B) the allocations made pursuant to Section 2.1(h)(ii) in respect of each other Partner not described in the foregoing Section 2.1(h)(iii)(X) (A) shall be comprised of a proportionate share (based upon the relative amounts by which their Partially Adjusted Capital Accounts need to be adjusted) of each Partnership item of income, gain, deduction and loss entering into the computation of Profits for such year (other than the portion of each Partnership item of deduction and loss, if any, allocated pursuant to Section 2.1(h)(iii)(X)(A) hereof).

(Y) If the Partnership has Losses for an Allocation Year, then, (A) for any Partner whose Partially Adjusted Capital Account balance needs to be increased pursuant to Section 2.1(h)(ii) hereof, the allocations required by Section 2.1(h) shall be comprised of a proportionate share (based on the relative amounts by which their Partially Adjusted Capital Accounts need to be increased) of each of the Partnership’s items of income or gain entering into the computation of Losses for such year to the extent necessary to eliminate, to the maximum extent possible for such year, the difference between their respective Partially Adjusted Capital Accounts and Target Capital Accounts, and (B) the allocations made pursuant to Section 2.1(h)(ii) in respect of each other Partner not described in the foregoing Section 2.1(h)(iii)(Y) (A) shall be comprised of a proportionate share (based upon the relative amounts by which their Partially Adjusted Capital Accounts need to be adjusted) of each Partnership item of income, gain, deduction and loss entering into the computation of Losses, for such year (other than the portion of Partnership items of income or gain, if any, that is allocated pursuant to Section 2.1(h)(iii)(Y) (A) above.

(Z) Notwithstanding anything to the contrary in this Section 2.1(h), the amount of Losses or items of Partnership deduction and loss allocated pursuant to this Section 2.1(h) to any Partner shall not exceed the maximum amount of the Losses or such items that can be so allocated without causing such Partner to have an Adjusted Capital Account Deficit at the end of any Allocation Year. All Losses or such items in excess of the limitation set forth in this Section 2.1(h)(iii)(Z) shall be allocated first to Partners who would not have an Adjusted Capital Account Deficit, pro rata in proportion to their Capital Account balances as adjusted in accordance with subdivisions (i) and (ii) of the definition of Adjusted Capital Account Deficit, until no Partner would be entitled to any further allocation, and thereafter to all Partners in accordance with the provisions of Section 1.704-1(b)(3) of the Regulations.

Section 2.2 Allocation Of Tax Items .

(a) Except as otherwise provided in this Section 2.2 hereof, each Tax Item shall be allocated among the Partners in the same manner as each correlative item of “book” income, gain, deduction or loss is allocated pursuant to the provisions of Section 2.1 hereof.

Exhibit 5.1 – Page 9

(b) The Partners hereby acknowledge that all Tax Items in respect of Book/Tax Disparity Property are required to be allocated among the Partners in the same manner as under section 704(c) of the Code (as specified in sections 1.704-1(b)(2)(iv)(f) and 1.704-1(b)(2)(iv)(g) of the Regulations) and that the principles of section 704(c) of the Code require that such Tax Items must be shared among the Partners so as to take account of the variation between the adjusted tax basis and Gross Asset Value of each such Book/Tax Disparity Property. Thus, notwithstanding anything in Sections 2.1 or 2.2(a) hereof to the contrary, the Partners’ distributive shares of Tax Items in respect of each Book/Tax Disparity Property shall be separately determined and allocated among the Partners in accordance with the principles of section 704(c) of the Code. Any elections or decisions relating to allocations under this Section 2.2(b) will be made by the General Partner. For the avoidance of doubt, any tax items attributable to Book/Tax Disparity Property owned by Eclipse Resources shall be allocated among the Partners that takes into account the Partner’s remaining share of built-in gain or built-in loss in accordance with the rules of Section 1.704-3(a)(8) of the Regulations.

(c) For purposes of determining the nature (as ordinary or capital) of any item of income, gain or Profits among the Partners for federal income tax purposes pursuant to Section 2.1 hereof, the portion of such profit required to be recognized as ordinary income pursuant to sections 1245 and/or 1250 of the Code shall be deemed to be allocated among the Partners in the manner provided in Section 1.1245-1(e) or Section 1.1250-(f), as applicable.

(d) Subject to the other provisions of this Section 2.2, “Tax Gain” shall mean the excess of (i) the amount realized by the Partnership in connection with the disposition of any Partnership property (as determined under section 1001 of the Code) over the (ii) adjusted tax basis of such property at the time of disposition.

(e) “Excess nonrecourse liabilities” of the Partnership, within the meaning of section 1.752-3(a)(3), shall be allocated first among the Partners in proportion to and to the extent of the amount of built-in gain that is allocable to each Partner with respect to property under Section 704(c) of the Code (or reverse Section 704(c) allocations (as such term is defined in Section 1.704-3 of the Regulations) to the extent such gain exceeds the gain described in Section 1.752-3(a)(2) of the Regulations with respect to the property and then among the Partners in proportion to their respective Distribution Percentages for the Allocation Year. For this purpose, and in accordance with Section 1.752-4(a) of the Regulations, the liabilities of Eclipse Resources allocated to the Partnership shall be treated as liabilities of the Partnership for purposes of allocating the liabilities among the Partners.

(f) All tax credits shall be allocated among the Partners as determined by the General Partner, consistent with applicable laws.

(g) Partners shall be bound by the provisions of this Article II in reporting their distributive shares of Partnership items of increase, gain, deduction, loss and credit.

Exhibit 5.1 – Page 10

Depletable Property is acquired by the Partnership, and shall be reallocated among the Partners in accordance with the Partners’ Capital Interest Percentages as determined immediately following the occurrence of an event giving rise to an adjustment to the Book Values of the Partnership’s Depletable Properties pursuant to clause (ii) of the definition of Book Value (or at the time of any material additions to the federal income tax basis of such Depletable Property); provided however, that the federal income tax basis of each Depletable Property owned by Eclipse Resources at the time of the contribution of the Class C Units to the Partnership pursuant to Section 3.1 shall be allocated among the Partners in the same amount and manner that the federal income tax basis was allocated to such Partner immediately prior to the contribution of that Partner’s Class C Units, and for the avoidance of doubt, no reallocation of federal income tax basis of Depletable Property shall be required in connection with the contribution of the Class C Units to the Partnership pursuant to Section 3.1 of the Agreement. Such allocations are intended to be applied in accordance with the “partners’ interests in partnership capital” under Section 613A(c)(7)(D) of the Code; provided that the Partners understand and agree that the General Partner may authorize special allocations of tax basis, income, gain, deduction or loss, as computed for federal income tax purposes, in order to eliminate differences between Simulated Basis and adjusted federal income tax basis with respect to Depletable Properties, in such manner as determined consistent with the principles of Section 704(c) of the Code, the Treasury Regulations thereunder and the portions of the Treasury Regulations under Section 704(b) of the Code that apply the principles of Section 704(c) of the Code.

(i) For purposes of the separate computation of gain or loss by each Partner on the taxable Disposition of Depletable Property, the amount realized from such Disposition shall be allocated (i) first, to the Partners in an amount equal to the Simulated Basis in such Depletable Property and in the same proportion as their shares thereof were allocated and (ii) second, any remaining amount realized over the amount of Simulated Basis shall be allocated consistent with the allocation of Simulated Gains under Section 2.2(a), above; provided, however, that the Partners understand and agree that the General Partner may authorize special allocations of tax basis, income, gain, deduction or loss, as computed for federal income tax purposes, in order to eliminate differences between Simulated Basis and adjusted federal income tax basis with respect to Depletable Properties, in such manner as determined consistent with the principles of Section 704(c) of the Code, the Treasury Regulations thereunder and the portions of the Treasury Regulations under Section 704(b) of the Code that apply the principles of Section 704(c) of the Code. The provisions of this Section 2.2(i) and the other provisions of this Agreement relating to allocations under Section 613A(c)(7)(D) of the Code are intended to comply with Treasury Regulation Section 1.704-1(b)(4)(v) and shall be interpreted and applied in a manner consistent with such Treasury Regulations.

(j) Each Partner shall separately keep records of its share of the adjusted tax basis in each Depletable Property, adjust such share of the adjusted tax basis for any cost or percentage depletion allowable with respect to such property and use such adjusted tax basis in the computation of its cost depletion or in the computation of its gain or loss on the disposition of such property by the Partnership. Upon the request of the Partnership, each Partner shall within thirty (30) days of a written request by the Partnership advise the Partnership of its adjusted tax basis in each Depletable Property and any depletion computed with respect thereto, both as computed in accordance with the provisions of this subsection. The Partnership may rely on such information and, if it is not provided by the Partner, may make such reasonable assumptions as it shall determine with respect thereto.

Exhibit 5.1 – Page 11

Section 2.3 Allocations Of Profits And Losses And Distributions In Respect Of Partnership Interests Transferred . If any Partnership Interest is Transferred, or is increased or decreased by reason of the admission of a new Partner or otherwise, during any taxable year, each Partner’s distributive share of Profits or Losses and each item of income, gain, deduction or loss shall be determined by use of any method reasonably determined by the General Partner and permitted under Section 706(d) of the Code to account for the varying interests of the Partners.

ARTICLE III.

OTHER TAX MATTERS

Section 3.1 Tax Elections .

(a) For tax purposes, the Partnership shall elect to use the calendar year as its taxable year and to report income and loss under the accrual method of accounting.

(b) For tax purposes, the Partnership shall elect to deduct, up to the maximum extent allowable, of expenses incurred in organizing the Partnership in the year in which the Partnership commences business and deduct any remaining amount of such expenses ratably over a one hundred eighty (180) month period as provided in section 709 of the Code.

(c) For tax purposes, the Partnership shall elect to deduct, up to the maximum extent allowable, of all treat all start-up expenditures in the year in which the Partnership commences business and deduct any remaining amount of such expenses ratably over a one hundred eighty (180) month period as provided in section 195 of the Code.

(d) For Federal income tax purposes, the Partnership shall compute depreciation under section 168 of the Code with respect to its items of real property which are “recovery property” within the meaning of such section and for this purpose shall utilize the straight-line method.

(e) In connection with any Transfer or other assignment of a Partnership Interest permitted by the terms and provisions of this Agreement or in connection with the distribution of any Partnership property to a Partner, the General Partner shall, at the written request of the transferor, transferee or other successor or distributee, cause the Partnership at the time and in the manner provided in section 1.754-1(b) of the Regulations (or any like statute or regulation then in effect), to make an election to adjust the basis of the Partnership’s property in the manner provided in sections 734(b) and 743(b) of the Code (or any like statute or regulation then in effect).

(g) Except as otherwise expressly provided in the Agreement, any other tax election or methods of accounting shall be made as determined by the Board of Managers.

Exhibit 5.1 – Page 12

Section 3.2 Tax Matters Partner .

(a) The General Partner is hereby designated the Tax Matters Partner of the Partnership pursuant to section 6231 (a)(7)(A) of the Code subject to replacement by the Board of Managers, and shall have the power and authority specified in Sections 6221-6234 of the Code (and any comparable provisions of state or local law) in respect of any tax proceeding involving Partnership Tax Items, and in furtherance of its duties shall act in accordance with the instructions of a Manager designated by the Board of Managers of its agent from time to time.

(b) The Tax Matters Partner may, at the expense of the Partnership, retain accountants, lawyers, and other professionals to participate in the audit or judicial proceedings.

(c) Without the consent of the Board of Managers, the Tax Matters Partner shall not enter into any extension of the period of limitations for making assessments.

(d) Except for the Tax Matters Partner, no Partner shall file, pursuant to section 6227 of the Code, a request for an administrative adjustment of items for any Partnership taxable year.

(e) Without the consent of the Board of Managers, the Tax Matters Partner shall not enter into a settlement agreement with respect to any Partnership items (within the meaning of section 6231(a)(3) of the Code).

(g) All expenses incurred by the Tax Matters Partner with respect to any tax matter that does or may affect the Partnership, or any Partner by reason thereof, including but not limited to expenses incurred by the Tax Matters Partner in connection with the preparation of Partnership tax returns and Partnership level administrative or judicial tax proceedings, shall be paid for out of Partnership assets and shall be treated as Partnership expenses. The cost of any adjustments to any Partner and the cost of any resulting audits or adjustments with respect to such Partner will be borne solely by such Partner without reimbursement by the Partnership.

(h) The provisions of this Section 3.2 shall survive the termination of the Partnership or the termination of any Partner’s Partnership Interest and shall remain binding on the Partners for a period of time necessary to resolve with the IRS or the United States Department of the Treasury any and all matters regarding the United States Federal income taxation of the Partnership.

(i) The Tax Matters Partner shall promptly notify the Partners if any tax return or report of the Partnership is audited or any adjustments in such tax return or reports are proposed by any governmental body.

Section 3.3 Inconsistent Treatment Of Partnership Items . No Limited Partner shall file a notice of inconsistent treatment under section 6222(b) of the Code with respect to the treatment of Partnership items.

Exhibit 5.1 – Page 13

EXHIBIT 6.2(a)

BOARD OF MANAGERS


EnCap Designees		Mark E. Burroughs, Jr. Douglas E. Swanson, Jr. Robert L. Zorich D. Martin Phillips

Management Entities’ Designees		Benjamin W. Hulburt Christopher K. Hulburt Thomas S. Liberatore

Exhibit 6.2(a)

EXHIBIT 6.9

OFFICERS


Name		Office

Benjamin W. Hulburt		President and Chief Executive Officer

Thomas S. Liberatore		Executive Vice President and Chief Operating Officer

Matthew DeNezza		Executive Vice President and Chief Financial Officer

Christopher K. Hulburt		Executive Vice President, Secretary, and General Counsel

Roy Steward		Vice President and Chief Accounting Officer

Todd Bart		Vice President and Controller

Larry Gorski		Vice President, Administration

Daniel T. Sweeney		Assistant Secretary

Exhibit 6.9

Exhibit 10.14

FORM OF LIMITED PARTNERSHIP AGREEMENT

ECLIPSE MANAGEMENT, L.P.

Dated as of , 2014

THE INTERESTS EVIDENCED BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES ACT OF ANY STATE, HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES ONLY, AND MAY NOT BE SOLD, OR OTHERWISE DISPOSED OF, OR OFFERED FOR SALE UNLESS REGISTRATION STATEMENTS UNDER SUCH ACTS WITH RESPECT TO SUCH INTERESTS ARE THEN IN EFFECT OR EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH ACTS ARE THEN APPLICABLE TO SUCH OFFER OR SALE, AND UNLESS THE PROVISIONS OF THIS AGREEMENT ARE SATISFIED.

Table of Contents


		Page

ARTICLE I THE PARTNERSHIP			2

1.1	Formation		2

1.2	Name		2

1.3	Principal Place of Business		2

1.4	Purpose		2

1.5	Registered Office and Agent		2

1.6	Fiscal and Taxable Year		2

1.7	Term		2

1.8	Filings		3

1.9	Other Activities of the General Partner		3

ARTICLE II DEFINITIONS			3

ARTICLE III CAPITAL CONTRIBUTIONS			8

3.1	Capital Contributions		8

3.2	Additional Capital Contributions		8

3.3	No Right to Repurchase of Interests or Return of Capital Contributions		8

3.4	Uncertificated Interests		8

3.5	Limitation on Liability of Limited Partners		8

3.6	Interest		8

ARTICLE IV ALLOCATIONS OF PROFITS AND LOSSES			8

4.1	Allocations of Profits and Losses		8

4.2	Capital Accounts		8

4.3	Additional Provisions Regarding Capital Accounts		9

ARTICLE V DISTRIBUTIONS			10

5.1	Distributions in General		10

5.2	Distributions		10

5.3	Tax Distributions		10

5.4	Forfeiture of Interests		12

ARTICLE VI MANAGEMENT			12

6.1	Management; Authority of the General Partner		12

6.2	Limited Partner Approval Rights		14

6.3	Participation by Limited Partners		15

Table of Contents

(continued)


		Page

6.4	Meetings of Partners		15

6.5	Place of Meetings		15

6.6	Quorum and Voting		16

6.7	Waiver of Notice		16

6.8	Action by Partners Without a Meeting		16

6.9	Filing of Schedules, Reports, Etc		17

6.10	Removal of General Partner		17

6.11	Class C Units		17

ARTICLE VII EXPENSES AND FEES			18

7.1	Operating Expenses		18

7.2	Organizational Expenses		18

ARTICLE VIII EXCULPATION AND INDEMNIFICATION			19

8.1	Exculpation and Indemnification		19

8.2	Exclusive Jurisdiction		20

ARTICLE IX BOOKS AND RECORDS			21

9.1	Books and Accounts		21

9.2	Reports to Partners		21

ARTICLE X TRANSFERABILITY OF A PARTNER’S INTEREST			21

10.1	Restrictions on Transfer		21

10.2	Expenses of Transfer; Indemnification		22

10.3	Recognition of Transfer		22

10.4	Effect of Transfer		23

10.5	Preemptive Rights		23

ARTICLE XI DISSOLUTION			23

11.1	Events of Dissolution		23

11.2	Cancellation of Certificate		24

11.3	Compliance With Timing Requirements of Regulations		24

11.4	Termination		24

ARTICLE XII REPRESENTATIONS AND WARRANTIES OF THE LIMITED PARTNERS			25

12.1	General Representations and Warranties		25

Table of Contents

(continued)


		Page

12.2	Compliance with International Trade Control Laws and OFAC Regulations		26

12.3	Compliance with Other Laws		26

ARTICLE XIII NOTICES; POWER OF ATTORNEY			27

13.1	Method of Notice		27

13.2	Routine Communications; Wire Transfers		27

13.3	Power of Attorney		27

ARTICLE XIV GENERAL PROVISIONS			28

14.1	Entire Agreement		28

14.2	Amendment		28

14.3	Approvals		28

14.4	Governing Law		29

14.5	Captions		29

14.6	Successors		29

14.7	Severability		29

14.8	Gender and Number		29

14.9	Third-Party Rights		29

14.10	Counterparts		29

14.11	Duties		29

14.12	Confidentiality		30

14.13	Non-Disparagement		30

14.14	Jurisdiction and Service of Process		31

14.15	Trial		31

iii

FORM OF LIMITED PARTNERSHIP AGREEMENT

ECLIPSE MANAGEMENT, L.P.

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.

RECITALS

WHEREAS, reference is hereby made to that certain Amended and Restated Agreement of Limited Partnership of Eclipse Resources I, LP (as amended, supplemented or restated from time to time, the “ Eclipse Resources Partnership Agreement ”), which agreement governs the internal administration of Eclipse Resources I, LP, a Delaware limited partnership (“ Eclipse Resources ”);

WHEREAS, each of the Limited Partners has previously been issued certain Class C Units (as defined in the Eclipse Resources Partnership Agreement) evidencing an ownership interest in Eclipse Resources, on the terms and conditions set forth in the Eclipse Resources Partnership Agreement and the applicable Class C Units Grant Agreement between Eclipse Resources and the applicable Limited Partner (in each case, a “ Class C Unit Grant Agreement ” and collectively, the “ Class C Unit Grant Agreements ”);

WHEREAS, in connection with an Internal Restructure (as defined in the Eclipse Resources Partnership Agreement) of Eclipse Resources, it is contemplated that each holder of Class C Units contribute all of its current and future Class C Units to the Partnership and that the Partnership thereafter be the sole holder of Class C Units (with all of the rights related thereto under the Eclipse Resources Partnership Agreement);

WHEREAS, following the contribution of Class C Units to the Partnership as described above, it is contemplated that the General Partner will have sole discretion over the management, control, voting and ultimate disposition of the Class C Units, but that the economic rights of the Limited Partners herein approximate as closely as possible the economic rights they previously had as holders of Class C Units; and

WHEREAS, the Partners desire to enter into this Agreement in order to govern the affairs of the Partnership and the respective rights and obligations of the Partners;

NOW, THEREFORE, in consideration of the premises, the mutual promises and agreements made herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners, intending to be legally bound, have agreed and do hereby agree as follows:

ARTICLE I

THE PARTNERSHIP

1.1 Formation . The Partnership was formed upon the filing and acceptance of a Certificate of Limited Partnership (the “ Certificate ”) with the Secretary of State of the State of Delaware on April 9, 2014 (the “ Formation Date ”). Each party hereto acknowledges and agrees that upon a Person’s execution of a counterpart signature page of this Agreement in the form attached hereto as Exhibit A , which counterpart signature page is accepted by the Partnership, such party will be admitted to the Partnership as a Limited Partner of the Partnership and will be shown as a Limited Partner on the books and records of the Partnership as of the effective date of such acceptance.

1.2 Name . The name of the Partnership shall be “Eclipse Management, L.P.” All business of the Partnership shall continue to be conducted under such name and such name shall continue to be used at all times in connection with the Partnership’s business and affairs.

1.3 Principal Place of Business . The principal place of business of the Partnership shall be 2121 Old Gatesburg Road, Suite 110, State College, Pennsylvania 16803, or such place or places as the General Partner may, from time to time, designate.

1.4 Purpose . The purpose and scope of the Partnership’s activities are strictly limited to (a) acquiring, owning, managing and otherwise dealing with its ownership interests in Eclipse Resources, and (b) performing all other activities reasonably necessary or incidental to the furtherance of such purposes.

1.5 Registered Office and Agent . The registered office of the Partnership in the State of Delaware shall be located at Corporation Trust Center, 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801, or such other address within the United States as may be designated from time to time by the General Partner. The name and address of the registered agent for service of process on the Partnership in the State of Delaware shall be The Corporation Trust Company at 1209 Orange Street, City of Wilmington, County of New Castle, Delaware 19801, or such other agent and address as may be designated from time to time by the General Partner.

1.6 Fiscal and Taxable Year . The fiscal year and taxable year of the Partnership shall be the calendar year (the “ Partnership Year ”), unless such other taxable year is otherwise required by Section 706 of the Code.

1.7 Term . The term of the Partnership commenced upon the filing of the Certificate and shall continue until the date that the Partnership is terminated in accordance with the provisions of Article XI hereof.

1.8 Filings . Upon the execution of this Agreement by the parties hereto, the General Partner shall do, and continue to do, all things as may be required or advisable to continue and maintain the Partnership as a limited partnership, qualified to do business in such jurisdictions as may be required, and to protect the limited liability of the Limited Partners in any jurisdiction in which the Partnership shall transact business.

1.9 Other Activities of the General Partner . The General Partner, its Affiliates and their respective partners, members, stockholders, officers, directors, managers and principals (each of the foregoing collectively called “ Competing Parties ” and individually called “ Competing Party ”) (i) may carry on and conduct in any way or in any capacity, including, but not limited to, for such Competing Party’s own right and for such Competing Party’s own personal account, as a partner in any other partnership, as a venturer in any joint venture, as an employee, officer, director, or stockholder of any corporation, or as a participant in any syndicate, pool, trust, association, or other business organization, a business that competes, directly or indirectly, with the business of the Partnership, (ii) will be free in any capacity to conduct business activities the same or similar as conducted by the Partnership, and (iii) may make investments in any kind of property, all of the foregoing without any duty or obligation by any such Competing Party to disclose any such activity, business or entity to the Partnership or any other Partner. The Partnership and the Limited Partners will have absolutely no claim or right to any such business or assets thereof.

ARTICLE II

DEFINITIONS

The following defined terms used in this Agreement shall have the respective meanings specified below.

“ Act ” shall mean the Delaware Revised Uniform Limited Partnership Act, 6 Del. Code § 17-101 et. seq. or, from and after the date any successor statute becomes, by its terms, applicable to the Partnership, the successor statute, in each case as amended at the time by amendments that are, at that time, applicable to the Partnership (to the extent the provisions of the Act are not modified by the Certificate or this Agreement). All references to sections of the Act include any corresponding provision or provisions of any such successor statute.

“ Advance Amount ” shall have the meaning set forth in Section 5.3 hereof.

“ Affiliate ” shall mean, with respect to any Person, any Person Controlling, Controlled by, or under common Control with, such Person.

“ Agreement ” shall mean this Limited Partnership Agreement of the Partnership (including the exhibits hereto), as the same may be amended from time to time.

“ Anti-Money Laundering Laws ” shall mean those laws, regulations and sanctions, state and federal, criminal and civil, that (a) limit the use of and/or seek the forfeiture of proceeds from illegal transactions; (b) limit commercial transactions with designated countries or individuals believed to be terrorists, narcotics dealers or otherwise engaged in activities contrary to the interests of the United States; (c) require identification and documentation of the parties with whom a Financial Institution conducts business; or (d) are designed to disrupt the flow of funds to terrorist organizations. Such laws, regulations and sanctions shall be deemed to include the Patriot Act, the Bank Secrecy Act, the Trading with the Enemy Act, 50 U.S.C. App. Section 1 et seq., the International Emergency Economic Powers Act, 50 U.S.C. Section 1701 et seq., and the sanction regulations promulgated pursuant thereto by the OFAC, as well as laws relating to prevention and detection of money laundering in 18 U.S.C. Sections 1956 and 1957.

“ Applicable Unit Proceeds ” shall mean, with respect to any particular Class C Unit, the amount of any distributions to the Partnership in respect of such Class C Unit.

“ Available Cash ” shall mean all Partnership cash funds on hand from time to time, but excluding any reserves established by the General Partner.

“ Bankruptcy ” shall mean, with respect to any Person, (a) the filing by such Person of a voluntary petition seeking liquidation, reorganization, arrangement or readjustment, in any form, of its debts under Title 11 of the United States Code or any other federal, state or foreign insolvency law, or such Person’s filing an answer consenting to or acquiescing in any such petition, (b) the making by such Person of any assignment for the benefit of its creditors, (c) the expiration of sixty (60) days after the filing of an involuntary petition under Title 11 of the United States Code, an application for the appointment of a receiver for a material portion of the assets of such Person, or an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts under any other federal, state or foreign insolvency law, provided that the same shall not have been vacated, set aside or stayed within such sixty-day period or (d) the entry against it of a final and nonappealable order for relief under any bankruptcy, insolvency or similar law now or hereafter in effect.

“ Business Day ” shall mean any day except a Saturday, Sunday or other day on which commercial banks in the State of Pennsylvania are authorized by law to be closed.

“ Capital Account ” shall have the meaning set forth in Section 4.2 hereof.

“ Capital Contribution ” shall have the meaning set forth in Section 3.1 hereof.

“ Certificate ” shall have the meaning set forth in Section 1.1 hereof.

“ Class C Unit ” shall have the meaning set forth in the recitals to this Agreement, and shall include any Derivative Securities.

“ Class C Unit Grant Agreement ” shall have the meaning set forth in the recitals to this Agreement.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time (or any corresponding provisions of succeeding law).

“ Contribution Agreement ” shall mean each Contribution Agreement between the Partnership and a Limited Partner (the form of which is attached as Exhibit D hereto), as the same may be amended, supplemented or replaced from time to time.

“ Control ” shall mean, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of another Person without the consent or approval of any other Person.

“ Covered Persons ” shall have the meaning set forth in Section 8.1(a) hereof.

“ Damages ” shall have the meaning set forth in Section 8.1(a) hereof.

“ Derivative Securities ” shall mean any equity interests or other securities that are issued or distributed to the Partnership in exchange for, or in liquidation or redemption of, any Class C Units. It is expressly contemplated that Derivative Securities will be issued to the Partnership in connection with the continued Internal Restructure of Eclipse Resources (and the General Partner may, in its sole discretion and without the consent or approval of the Limited Partners, cause this Agreement to be amended in order to reflect or facilitate any such Internal Restructure).

“ Eclipse Resources ” shall have the meaning set forth in the recitals to this Agreement (and will include any successor designated by the General Partner from time to time).

“ Eclipse Resources Partnership Agreement ” shall have the meaning set forth in the recitals to this Agreement.

“ Effective Date ” shall have the meaning set forth in the introductory paragraph of this Agreement.

“ Effective Tax Rate ” shall mean the highest combined federal, state and local marginal income tax rate applicable to an individual Partner who is a resident of State College, Pennsylvania, utilizing the rates for ordinary income or capital gain depending on the character of the Partnership’s income and gain and taking into account the deductibility of state and local taxes (subject to any applicable limitations on deductibility).

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.

“ Estimation Period ” shall mean each three-month period ending on the last day of March, May, August and December, respectively.

“ Family Group ” shall mean, with respect to any Limited Partner that is a natural person, such Limited Partner, such Limited Partner’s spouse, siblings, ancestors and descendants (whether natural, by marriage or adopted) and any trust or other estate planning vehicle primarily for the benefit of such Limited Partner or such Limited Partner’s spouse, siblings, ancestors or descendants (whether natural, by marriage or adopted).

“ Financial Institution ” shall have the meaning ascribed to such term in the Patriot Act.

“ Formation Date ” shall have the meaning set forth in Section 1.1 hereof.

“ General Partner ” shall have the meaning set forth in the introductory paragraph of this Agreement.

“ Indemnified Losses ” shall mean any and all losses, costs, liabilities, damages and obligations of whatever kind or nature, including but not limited to attorneys’ fees, incurred by the Partnership or the General Partner by a Limited Partner’s failure of a representation, warranty or covenant under Article XII hereof.

“ Interest ” shall mean, with respect to any Partner, the interest of such Partner as a partner in the Partnership at any particular time, including the partnership interest of such Partner, and the rights and obligations of such Partner as provided in this Agreement and the Act. The Interest of any Limited Partner will be composed of its Vested Portion and its Unvested Portion.

“ Internal Restructure ” shall have the meaning set forth in the recitals to this Agreement.

“ Investment Company Act ” shall mean the Investment Company Act of 1940, as amended from time to time (or any corresponding provisions of succeeding law).

“ Investment Documents ” means this Agreement and any other document, instrument, certificate or agreement executed and delivered by a Limited Partner in connection with being admitted to the Partnership as a Limited Partner (including, without limitation, any applicable Contribution Agreements).

“ Limited Partner ” shall have the meaning set forth in the introductory paragraph of this Agreement.

“ LP Authorized Representative ” shall have the meaning set forth in Section 14.12 hereof.

“ OFAC ” shall have the meaning set forth in Section 12.2 hereof.

“ Operating Expenses ” means, for any period, the current obligations of the Partnership for such period, determined in accordance with generally accepted accounting principles applied on a consistent basis. Operating Expenses shall not include debt service on loans to the Partnership or any non-cash expenses such as depreciation or amortization.

“ Organizational Expenses ” shall have the meaning set forth in Section 7.2 hereof.

“ Outstanding Class C Units ” shall mean, as of the date of determination and for any applicable Limited Partner, the Specific Class C Units for such Limited Partner which have not been forfeited pursuant to the terms of the Eclipse Resources Partnership Agreement or the applicable Class C Unit Grant Agreement and which remain outstanding at such time.

“ Partner ” shall have the meaning set forth in the introductory paragraph of this Agreement.

“ Partnership ” shall have the meaning set forth in the introductory paragraph of this Agreement.

“ Partnership Year ” shall have the meaning set forth in Section 1.6 hereof.

“ Patriot Act ” means the USA Patriot Act of 2001, Pub. L. No. 107-56.

“ Percentage Interest ” shall mean each Partner’s percentage of all Partners’ Interests based on relative Outstanding Class C Units, tracked separately for each Partner.

“ Permitted Transfer ” shall mean any Transfer of an Interest (or any portion thereof) by a Limited Partner (i) to any Affiliate of such Limited Partner, (ii) to any Person approved in writing by the General Partner, (iii) to the Partnership, (iv) in the case of a Limited Partner that is a natural person, pursuant to applicable laws of descent and distribution or to a member of such Limited Partner’s Family Group, (v) to any other Limited Partner, or (vi) pursuant to an order, judgment or decree of any governmental or judicial authority.

“ Person ” shall mean any individual, partnership, joint venture, corporation, limited liability company, trust or other entity.

“ Required Holders ” shall mean the holders of at least 50.1% of the Percentage Interests.

“ Regulations ” shall mean the final, temporary and proposed Income Tax Regulations promulgated under the Code, as the same may be amended from time to time (including corresponding provisions of succeeding regulations).

“ Schedule of Partners ” shall mean the Schedule of Partners of the Partnership, a copy of which shall be maintained by the General Partner, as the same may be amended from time to time.

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Sharing Ratio ” shall mean, with respect to any Limited Partner, a ratio determined by dividing (a) the Applicable Unit Proceeds from all of the Outstanding Class C Units attributable to such Limited Partner by (b) the Applicable Unit Proceeds from all of the Outstanding Class C Units attributable to all of the Limited Partners. The Sharing Ratio of the General Partner shall at all times be 0.0%.

“ Specific Class C Units ” shall mean, with respect to any Limited Partner, the specific Class C Units contributed by such Limited Partner (or its predecessor) to the Partnership (and tracked separately for each such Limited Partner).

“ Tax Distributions ” shall have the meaning set forth in Section 5.3 hereof.

“ Transfer ” shall mean, as applicable, a sale, exchange, transfer, assignment, pledge, hypothecation or other disposition of all or any portion of an Interest. When used as a verb, the term “Transfer” or “Transferred” shall have a correlative meaning.

“ Unvested Portion ” shall mean, as of any date of determination and for any applicable Limited Partner, the portion of its Interest (which may be expressed as a percentage) that does not constitute its Vested Portion.

“ Vested Portion ” shall mean, as of any date of determination and for any applicable Limited Partner, the portion of its Interest (which may be expressed as a percentage) that corresponds to the ratio of (a) the number of its Outstanding Class C Units which have vested according to the terms of the applicable Class C Unit Grant Agreements, to (b) the number of its Outstanding Class C Units.

ARTICLE III

CAPITAL CONTRIBUTIONS

3.1 Capital Contributions . Pursuant to their respective Contribution Agreements, each Limited Partner has agreed or will agree to make capital contributions of Class C Units to the Partnership in the aggregate amount set forth in each such Contribution Agreement (in each case, a Partner’s “ Capital Contribution ”). Promptly following the admission of any additional Person to the Partnership as a Limited Partner or permitted or required withdrawal of a Limited Partner pursuant to the terms of this Agreement, the General Partner shall update the Schedule of Partners, which update is hereby expressly consented to by the Limited Partners. The General Partner will not be required to make any capital contributions to the Partnership.

3.2 Additional Capital Contributions . Except as described above or otherwise required by the Act or other applicable law, in no event shall any Limited Partner be required to make additional capital contributions to the Partnership.

3.3 No Right to Repurchase of Interests or Return of Capital Contributions . NO PARTNER SHALL HAVE THE RIGHT TO (A) WITHDRAW FROM THE PARTNERSHIP OR (B) REQUIRE THAT THE PARTNERSHIP REPURCHASE SUCH PARTNER’S INTEREST. Each Partner waives any right which it may have to cause a partition of all or any part of the Partnership’s assets.

3.4 Uncertificated Interests . Interests shall be recorded in book-entry form and no Partner shall have the right to demand that the Partnership produce and/or deliver certificates representing such Interests.

3.5 Limitation on Liability of Limited Partners . Except as otherwise required by this Agreement, the Act or other applicable law, the liability of the Limited Partners, in their capacity as such, shall be limited to the aggregate amount of each such Limited Partner’s Capital Contribution.

3.6 Interest . No Partner shall receive any interest on its Capital Contributions.

ARTICLE IV

ALLOCATIONS OF PROFITS AND LOSSES

4.1 Allocations of Profits and Losses . All allocations of Profits and Losses (as such terms are defined in Exhibit B attached hereto) or items of income, gain, deduction, loss and credit of the Partnership shall be allocated among the Partners in accordance with the provisions of Exhibit B hereto, which exhibit is hereby incorporated by reference for all purposes of this Agreement.

4.2 Capital Accounts . A separate Capital Account (herein so called) shall be maintained for each Partner for the full term of this Agreement in accordance with the capital accounting rules of section 1.704-1(b)(2)(iv) of the Regulations. Each Partner shall have only one Capital Account, regardless of the number or classes of interests in the Partnership owned by such Partner and regardless of the time or manner in which such interests were acquired by such Partner. Pursuant to the provisions of section 1.704-1(b)(2)(iv) of the Regulations, the balance of each Partner’s Capital Account shall be:

(a) Increased by the amount of money contributed by such Partner (or such Partner’s predecessor in interest) to the capital of the Partnership pursuant to Article III and decreased by the amount of money distributed to such Partner (or such Partner’s predecessor in interest) pursuant to Article V or Article XI;

(b) Increased by the Gross Asset Value (as such term is defined in Exhibit B ) (determined without regard to section 7701(g) of the Code) of each property contributed by such Partner (or such Partner’s predecessor in interest) to the capital of the Partnership pursuant to Article III (net of liabilities secured by such property that the Partnership is considered to assume or take subject to) and decreased by the Gross Asset Value (as such term is defined in Exhibit B ) (determined without regard to section 7701(g) of the Code) of each property distributed to such Partner (or such Partner’s predecessor in interest) by the Partnership pursuant to Article V or Article XI (net of liabilities secured by such property that such Partner is considered to assume or take subject to);

(c) Increased by the amount of Profits (as such term is defined in Exhibit B attached hereto) or each item of income or gain allocated to such Partner (or such Partner’s predecessor in interest) pursuant to Section 2.1 of Exhibit B hereto;

(d) Decreased by the amount of Losses or each item of loss or deduction allocated to such Partner (or such Partner’s predecessor in interest) pursuant to Section 2.1 of Exhibit B hereto; and

(e) Otherwise adjusted in accordance with the other capital account maintenance rules of section 1.704-1(b)(2)(iv) of the Regulations.

4.3 Additional Provisions Regarding Capital Accounts .

(a) If a Partner pays any Partnership indebtedness, and if such payment reduces the outstanding amount of such indebtedness, then to the extent such payment reduces the outstanding amount of such indebtedness such payment shall be treated as a contribution by that Partner to the capital of the Partnership pursuant to Article III, and the Capital Account of such Partner shall be increased by the amount so paid by such Partner, provided, however, that no Partner shall have the right to pay any Partnership indebtedness except as otherwise provided herein.

(e) Except as otherwise provided herein, no interest will be paid on any capital contributed to the Partnership or the balance in any Partner’s Capital Account.

ARTICLE V

DISTRIBUTIONS

5.1 Distributions in General . From time to time, the General Partner, acting in its sole discretion, shall determine the amount, if any, by which the Partnership funds then on hand exceed the reasonable working capital needs of the Partnership, including reasonable reserves for future Partnership obligations. Any excess funds shall be distributed to the Partners in accordance with the provisions of this Article V.

5.2 Distributions .

(a) Available Cash of the Partnership shall, subject to Section 5.3, be distributed to the Partners pro rata in proportion to their respective Sharing Ratios.

(b) At any time, in the sole discretion of the General Partner, the Partnership may make in-kind distributions to one or more (or all) of the Limited Partners of their Specific Class C Units (or any portion thereof) which remain as Outstanding Class C Units.

5.3 Tax Distributions .

(a) Notwithstanding Section 5.2, if the Partnership receives distributions from Eclipse Resources pursuant to Section 5.4 of the Eclipse Resources Partnership Agreement (“ Tax Distributions ”) attributable to a preceding taxable year of the Partnership, the Partnership shall make distributions as provided hereinafter in this Section 5.3 to the Partners: (i) if (A) the Partnership has taxable income for such taxable year and (B) the Partnership has sufficient working capital (as determined in good faith by the General Partner), after taking into account payment obligations of the Partnership, to make the distributions contemplated by this Agreement, and (ii) subject to limitations on such distributions contained in any credit facility or other agreement to which the Partnership is a party, cash distributions shall be made to each Partner who requests such distribution in the positive amount equal to the difference between X minus Y, where “X” is the sum of (I) such Partner’s tax liability arising solely in respect of its ownership of a Partnership Interest for such taxable year (which tax liability, for the purposes of this Section 5.3, shall be calculated to equal the product of (1) such Partner’s share of the Partnership’s taxable income for such taxable year, as reflected in such Partner’s K-1 from the Partnership for such taxable year (including for such purpose such Partner’s share of any separately stated items such as depletion and gain or loss from the sale of oil and gas property),

multiplied by (2) the combined maximum federal and applicable state and local income tax rates applicable to individual taxpayers in the states in which the Partnership has income and gains being allocated to the Partners for such taxable year, taking into account, if applicable, the deduction of state and local income taxes for federal income tax purposes and whether any portion of such taxable income qualifies for the reduced rates applicable to long term capital gains (with the intention hereunder being to arrive at a composite federal, state and local tax rate that can be utilized with respect to all Partners for such taxable year taking into account the jurisdictions in which the Partnership has income and gains arise plus the states in which the Partners reside for tax purposes), plus (II) the sum of all tax liabilities of such Partner (calculated as provided in (I)) for all prior taxable years since the formation of the Partnership; and “Y” is the sum of all distributions made by the Partnership to such Partner pursuant to Section 5.2 and this Section 5.3 as of the end of the taxable year for which the calculation in “X”(I) is being made since the formation of the Partnership.

(b) Notwithstanding Section 5.3(a), if a Partner is allocated net taxable loss pursuant to Section 5.2 (including for such purpose, such Partner’s share of any separately stated items such as depletion and loss from the sale of oil and gas property and the Partner’s allocated share of any such net taxable losses or separately stated items attributable to the Class C Units contributed by the Partner) during any taxable year, such net loss shall be carried forward to the extent permitted by the Code and shall reduce the taxable income (as calculated in Section 5.3(a)) of such Partner in succeeding taxable years, until such allocated losses have been reduced to zero.

(c) The aggregate amount of distributions made by the Partnership to a Partner pursuant to Section 5.3(a) shall be deemed the “ Advance Amount ”. If the General Partner authorizes a distribution to the Partners pursuant to Section 5.3 and at such time a Partner’s Advance Amount is positive, (i) the Partnership shall be entitled to withhold such Partner’s distribution up to an amount equal to the Advance Amount (with such Advance Amount being reduced by the amount so withheld) and (ii) the Partnership shall be entitled to distribute such withheld amount to the Partners (after also applying clause (i) to those Partners having positive Advance Amounts) so that, to the maximum extent possible, each Partner shall have received the amount of distributions that such Partner would have received since the formation of the Partnership as if distributions had been made solely in proportion to the Partners’ respective Sharing Ratios.

(d) Withholding . If any federal, foreign, state or local jurisdiction requires the Partnership to withhold taxes or other amounts with respect to any Partner’s allocable share of taxable income or any items thereof, or with respect to distributions, the Partnership shall withhold from distributions or other amounts then due to such Partner an amount necessary to satisfy the withholding responsibility and shall pay any amounts withheld to the appropriate taxing authorities. In such a case, for purposes of this Agreement the Partner for whom the Partnership has paid the withholding tax shall be deemed to have received the withheld distribution or other amount due and to have paid the withholding tax directly and such Partner’s share of cash distributions or other amounts due shall be reduced by a corresponding amount.

If it is anticipated that at the due date of the Partnership’s withholding obligation the Partner’s share of cash distributions or other amounts due is less than the amount of the withholding obligation, the Partner with respect to which the withholding obligation applies shall

pay to the Partnership the amount of such shortfall within twenty (20) days after notice by the Partnership. If a Partner fails to make the required payment when due hereunder, and the Partnership nevertheless pays the withholding, in addition to the Partnership’s remedies for breach of this Agreement, the amount paid shall be deemed a recourse loan from the Partnership to such Partner bearing interest at the rate charged by Eclipse Resources to its partners under Section 5.5 of the Eclipse Resources Partnership Agreement, and the Partnership shall apply all distributions or payments that would otherwise be made to such Partner toward payment of the loan and interest, which payments or distributions shall be applied first to interest and then to principal until the loan is paid in full.

5.4 Forfeiture of Interests . If at any time there are no Specific Class C Units for a Limited Partner which remain as Outstanding Class C Units, the Interest of such Limited Partner will be automatically forfeited with no further action required by either the Partnership or the General Partner.

ARTICLE VI

MANAGEMENT

6.1 Management; Authority of the General Partner .

(a) The management, operation and control of the Partnership and its business and the formulation of its investment policy shall be vested exclusively in the General Partner, subject to the terms and provisions of this Agreement, including, without limitation, this Article VI. The General Partner shall, in its sole discretion, exercise all powers necessary and convenient for the purposes of the Partnership and all of the power conferred by the Act on the general partner of a limited partnership, including the power to conduct the Partnership’s business as described in Section 1.4 hereof, and the power to delegate to one or more Persons the power to perform any of the acts described above but subject to the limitations and restrictions expressly set forth herein, including those enumerated in this Article.

(b) Subject only to the limitations and restrictions expressly set forth herein, the General Partner shall perform or cause to be performed all management and operational functions relating to the day-to-day business of the Partnership. Without limiting the generality of the foregoing, the General Partner is authorized on behalf of the Partnership to cause the Partnership to do the following:

(i) enter into the Contribution Agreements and exercise and perform the Partnership’s rights and obligations thereunder;

(ii) acquire, hold, finance, pledge, manage and dispose (directly or indirectly) of any assets and exercise all rights appurtenant thereto (provided, that, notwithstanding anything else in this Agreement to the contrary, it is acknowledged and agreed that the General Partner and its Affiliates shall have no duty or obligation, express or implied, to sell or otherwise dispose of any asset of the Partnership, including any Class C Units);

(iii) incur indebtedness (whether secured or unsecured, express or contingent), and pay, in accordance with the provisions of this Agreement, all expenses, debts and obligations of the Partnership to the extent that funds of the Partnership are available therefor;

(iv) invest (including through an agent) cash reserves and other liquid assets of the Partnership prior to their use for Partnership purposes or distribution to the Partners;

(v) bring, compromise, settle and defend actions at law or in equity;

(vi) engage in any kind of activity and perform and carry out contracts of any kind necessary to, or in connection with, the accomplishment of the purposes of the Partnership;

(vii) enter into agreements and contracts with third parties in furtherance of the Partnership’s business;

(viii) maintain, at the expense of the Partnership, adequate records and accounts of all operations and expenditures;

(ix) purchase, at the expense of the Partnership, liability, casualty, fire and other insurance and bonds to protect the Partnership’s assets, business, partners and employees;

(x) purchase, at the expense of the Partnership, director and officer liability insurance to protect the General Partner and its respective officers and employees;

(xi) open accounts and deposit, maintain and withdraw funds in the name of the Partnership in any bank, savings and loan association, brokerage firm or other financial institution;

(xii) establish reserves for contingencies and for any other proper Partnership purpose;

(xiii) retain, and dismiss from retainer, any and all Persons providing legal, accounting, consulting, investment advisory or management services to the Partnership, or such other agents as the General Partner deems necessary or desirable for the management and operation of the Partnership;

(xiv) incur and pay all expenses and obligations incident to the operation and management of the Partnership, including, without limitation, the services referred to in paragraph (xiii) hereof;

(xv) distribute funds or securities to the Partners by way of cash or otherwise, all in accordance with the provisions of this Agreement;

(xvi) prepare and cause to be prepared reports, statements and other relevant information for distribution to Partners;

(xvii) prepare and file all necessary returns, reports and statements and pay all taxes, assessments and other impositions relating to the assets or operations of the Partnership, and make all elections permitted by the Code and applicable State and local tax laws;

(xviii) effect a dissolution of the Partnership as provided herein;

(xix) act for and on behalf of the Partnership in all matters incidental to the foregoing;

(xx) authorize any partner, officer or other agent of the General Partner to act for and on behalf of the Partnership in all matters incidental to the foregoing; and

(xxi) make all tax elections and file all tax returns and tax forms as provided in Exhibit B .

By executing this Agreement, each Limited Partner shall be deemed to have consented to any exercise by the General Partner of all of the foregoing powers or other powers of the General Partner contained in this Agreement.

(c) Any person dealing with the Partnership or the General Partner may rely upon a certificate signed by the General Partner as to:

(i) the identity of the General Partner or any Limited Partner hereof;

(ii) the existence or non-existence of any fact or facts which constitute a condition precedent to acts by a General Partner or in any other manner germane to the affairs of the Partnership;

(iii) the Persons who are authorized to execute and deliver any instrument or document of or on behalf of the Partnership; or

(iv) any act or failure to act by the Partnership or as to any other matter whatsoever involving the Partnership or any Partner.

6.2 Limited Partner Approval Rights . No action shall be taken by the Partnership regarding the matters described in this Section 6.2 unless written notice of such matter has been provided to the Limited Partners, the Limited Partners have been provided with a reasonable opportunity to consult with the General Partner regarding such matter and thereafter such matter has been approved in writing by the Required Holders:

(a) any act in contravention of this Agreement or any activity materially inconsistent with the purposes of the Partnership;

(b) any act that would, to the General Partner’s knowledge, make it impossible to carry on the ordinary business of the Partnership;

(c) any act that would, to the General Partner’s knowledge, subject any Limited Partner to personal liability in any jurisdiction for the debts or obligations of the Partnership;

(d) filing any petition, or consenting to the filing of any petition, that would subject the Partnership to a Bankruptcy; or

(e) distributions by the Partnership, except to the extent permitted by Article V or Article XI.

6.3 Participation by Limited Partners . Except as provided otherwise herein or as specifically provided for under the non-waivable provisions of the Act or any applicable law, no Limited Partner, in its capacity as a Limited Partner, shall participate in the management of the business and affairs of the Partnership. No Limited Partner, in its capacity as a Limited Partner, shall have any right or power to sign for or to bind the Partnership in any manner or for any purpose whatsoever, or have any rights or powers with respect to the Partnership except those expressly granted to such Limited Partner by the terms of this Agreement or those conferred upon such Limited Partner by non-waivable provisions of applicable law, and no prior consent or approval of the Limited Partners shall be required in respect of any act or transaction to be taken by the General Partner on behalf of the Partnership unless otherwise specifically provided in this Agreement.

6.4 Meetings of Partners . Meetings of the Partners for the purpose of taking any action permitted to be taken by the Partners may be called by the General Partner, or by Limited Partners entitled to cast not less than twenty-five percent (25%) of the Percentage Interests. Upon request in writing from one or more Limited Partners (entitled to cast the requisite percentage of votes) that a meeting of Partners be called for any proper purpose, the General Partner forthwith shall cause notice to be given to the Limited Partners entitled to vote that a meeting will be held at a time requested by the person or persons calling the meeting, not less than five (5) nor more than sixty (60) days after receipt of the request. Except in special cases where other express provision is made by statute, written notice of such meetings shall be given to each Limited Partner entitled to vote not less than five (5) nor more than sixty (60) days before the meeting. Such notices shall state:

(a) either the place of such meeting or that such meeting is telephonic and the date and hour of the meeting; and

(b) those matters that the General Partner or the applicable Limited Partners, at the time of the mailing of the notice, intend to present for action by the Partners.

6.5 Place of Meetings . All meetings of the Partners shall be held at any place within or outside of the State of Delaware which may be designated by the General Partner. In the absence of such designation, meetings of the Partners shall be held at the principal executive office of the Partnership. Notwithstanding the foregoing, the General Partner or those Limited Partners entitled to call a meeting of the Partners may request that any such meeting be held by telephonic conference call.

6.6 Quorum and Voting .

(a) The presence at any meeting in person (including by telephone, if applicable) or by proxy of Partners holding not less than a majority of the total Percentage Interests entitled to vote at such meeting shall constitute a quorum for the transaction of business at a meeting of Partners. If, however, such quorum shall not be present or represented at any meeting of the Partners, the Partners entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At any such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally notified. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each Partner entitled to vote at the adjourned meeting. The Partners present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Partners to leave less than a quorum.

(b) When a quorum is present at any meeting of the Partners, the vote of the Required Holders shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the Act, of the Certificate or of this Agreement (including, without limitation, Section 6.2 hereof), a different vote is required, in which case such express provision shall govern and control the decision of such question.

6.7 Waiver of Notice . The actions of any meeting of Partners, however called and noticed, and wherever held, shall be as valid as if taken at a meeting duly held after regular call and notice, if a quorum be present in person (including by telephone, if applicable) or by proxy, and if, either before or after the meeting, each Partner entitled to vote, present in person (including by telephone, if applicable) or by proxy, signs (including by facsimile) a written waiver of notice or a consent to the holding of the meeting, or an approval of the minutes thereof. All such waivers shall be filed with the Partnership’s records and made a part of the minutes of the meeting. Attendance of a Partner at a meeting (including by telephone, if applicable) shall also constitute a waiver of notice of and presence at such meeting, except when the Partner objects, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened, and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters required to be included in the notice but not so included, if such objection is expressly made at the meeting.

6.8 Action by Partners Without a Meeting . Any action, which under any provision of the Act or the Certificate or this Agreement that may be taken at a meeting of the Partners or any specified class of Partners, may be taken without a meeting, and without notice except as hereinafter set forth, if a consent in writing, setting forth the action so taken, is signed by the Partners or the specified class of Partners, as the case may be, otherwise having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all Partners or specified class of Partners entitled to vote thereon were present and voted. All such consents shall be maintained in the Partnership’s records. The General Partner shall provide written notice to each Partner of every action validly taken, but not unanimously approved, by written consent pursuant to this Section 6.8.

6.9 Filing of Schedules, Reports, Etc . Each Partner agrees to reasonably cooperate with the Partnership in the filing of any schedule, report, certificate or other instrument required to be filed by the Partnership under the laws of the United States, any state or political subdivision thereof or any foreign nation or political subdivision thereof. In connection therewith, each Partner agrees to reasonably provide the Partnership with all information required to complete such filings.

6.10 Removal of General Partner . Except as expressly permitted by the Act, the General Partner may not be removed.

6.11 Class C Units .

(a) Eclipse Resources from time to time prior to the Effective Date issued to certain key employees of the Eclipse Resources, Class C Units entitling such persons to distributions of profits of the Eclipse Resources in accordance with the terms of the Eclipse Resources Partnership Agreement.

(b) In connection with a grant of Class C Units to key employees, Eclipse Resources and the key employees executed their respective Class C Unit Grant Agreements.

(c) As more particularly described in Article III, pursuant to an Internal Restructure of Eclipse Resources, the holders of Class C Units contributed their Class C Units to the Partnership in exchange for their Interests in the Partnership. Each holder of an Interest issued in exchange for a Class C Unit subject to a Class C Unit Grant Agreement acknowledges that the Class C Units held by the Partnership remain subject to the terms of the Class C Unit Grant Agreement and that any forfeiture by the Partnership of all or any portion of the Class C Units contributed by a Partner will adjust the Partner’s Sharing Ratios. The Interests owned by the Limited Partners shall be considered a non-voting security and shall not entitle the holders thereof to have any voting rights with respect to any Partnership matter (except as expressly set forth herein). Partners holding Interests shall be subject in all respects to this Agreement, including provisions relating to the Disposition of such Partnership Interests, information rights with respect to the Partnership, and competition and confidentiality.

(d) The Class C Units were issued in consideration of services rendered and to be rendered by the holders for the benefit of Eclipse Resources. Class C Units at the time of their grant were intended to constitute “profits interests” as that term is used in Revenue Procedures 93-27 and 2001-43. Each Limited Partner who holds Interests agrees to continue to provide to the Partnership and Eclipse Resources such advice, consultation, and other services as the Partnership may reasonably request.

(e) Nothing in the Agreement shall prohibit a holder of an Interest received in connection with the contribution of Class C Units from filing an election under Section 83(b) of the Code with respect to the Interests and the Partner and the Partnership each agree not to take any actions inconsistent with any such election. Each holder of an Interest agrees and acknowledges that such holder shall consult with such holder’s tax adviser to determine the tax consequences of filing an election under Section 83(b) of the Code. Each such holder acknowledges that it is the holder’s sole responsibility, rather than the Partnership’s, to determine whether to file an election under Section 83(b) of the Code. If a holder files an election under Section 83(b) of the Code with respect to the Interest received, the holder agrees to provide the Partnership with a copy of such election contemporaneously with the holder’s filing of such election.

(f) For purposes of this Agreement, the General Partner will keep records which track the Specific Class C Units, the Outstanding Class C Units, the Vested Portion, the Unvested Portion, the Applicable Unit Proceeds, the Sharing Ratio and the Percentage Interest for each Limited Partner (whether such items are expressed as Class C Units, Derivative Securities, cash or otherwise). The determination of all such amounts shall be conclusive absent manifest error on the part of the General Partner.

ARTICLE VII

EXPENSES AND FEES

7.1 Operating Expenses . The General Partner shall not bear or otherwise be charged with any costs or expenses of the Partnership’s activities and operations, all of which shall be borne by or otherwise charged to the Partnership, including all activities and operations prior to the date of this Agreement, and including, without limitation: (i) all costs and expenses incurred in acquiring, managing, disposing of or otherwise dealing with the Class C Units or otherwise incurred in connection with the Internal Restructure, including, without limitation, any investment banking, travel, legal and accounting expenses, and any fees and out-of-pocket costs related thereto; (ii) all costs and expenses incurred in connection with the drafting, negotiation and execution of this Agreement or the Contribution Agreements, or the offering contemplated hereby or thereby; (iii) all costs and expenses, if any, incurred in monitoring the Partnership’s investment in the Class C Units, including, without limitation, any travel, legal and accounting expenses and other fees and out-of-pocket costs related thereto; (v) taxes of the Partnership; (iv) costs related to litigation and threatened litigation involving the Partnership; (vi) expenses associated with third party accountants, attorneys and tax advisors with respect to the Partnership and its activities, including the preparation and auditing of financial reports and statements and other similar matters, and costs associated with the distribution of financial and other reports to the Partners and costs associated with Partnership meetings; (vii) brokerage commissions and other investment costs incurred by or on behalf of the Partnership and paid to third parties; (viii) all costs and expenses associated with obtaining and maintaining insurance for the Partnership and its assets and director and officer liability insurance to protect the General Partner and its respective officers and employees; (ix) fees incurred in connection with the maintenance of bank or custodian accounts; (x) all expenses incurred in connection with the registration (or exemption from registration) of the Partnership’s securities under applicable securities laws or regulations; and (xi) all expenses of the Partnership that are not normally recurring operating expenses (all such expenses, collectively, the “ Operating Expenses ”). To the extent that any Operating Expenses are paid by the General Partner, such Operating Expenses shall be reimbursed by the Partnership.

7.2 Organizational Expenses . The Partnership shall bear and be charged with all costs and expenses pertaining to the organization of the Partnership, including, without limitation, legal, tax reporting and accounting expenses (collectively the “ Organizational Expenses ”).

ARTICLE VIII

EXCULPATION AND INDEMNIFICATION

8.1 Exculpation and Indemnification .

(a) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NONE OF THE GENERAL PARTNER, ANY OF ITS AFFILIATES, THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS (COLLECTIVELY, THE “ COVERED PERSONS ”) SHALL BE LIABLE TO THE PARTNERSHIP OR THE LIMITED PARTNERS FOR MONETARY DAMAGES FOR ANY LOSSES, CLAIMS, DAMAGES OR LIABILITIES (“ DAMAGES ”) ARISING FROM ANY ACT OR OMISSION PERFORMED OR OMITTED BY SUCH COVERED PERSONS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PARTNERSHIP’S BUSINESS OR AFFAIRS OR ANY OTHER DAMAGE TO WHICH SUCH COVERED PERSON MAY BECOME SUBJECT TO IN CONNECTION WITH ANY MATTER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PARTNERSHIP’S BUSINESS AFFAIRS, EXCEPT TO THE EXTENT THAT ANY SUCH DAMAGES ARE ESTABLISHED BY A COURT ORDER OF FINAL ADJUDICATION TO BE PRIMARILY ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH COVERED PERSON.

(b) (i) If a Covered Person becomes involved in any capacity in any action, proceeding or investigation in connection with any matter arising out of or in connection with this Agreement or the Partnership’s business or affairs, the Partnership shall reimburse such Covered Person for its reasonable legal and other expenses (including the cost of any investigation and preparation) as they are incurred in connection therewith; provided that such Covered Person shall provide the Partnership with an undertaking to promptly repay to the Partnership the amount of any such reimbursed expenses paid to it if it shall ultimately be determined by a court order of final adjudication that such Covered Person was not entitled to be indemnified by the Partnership in connection with such action, proceeding or investigation. If for any reason (other than by reason of the exclusions from indemnification set forth above) the foregoing indemnification is unavailable to such Covered Person, or insufficient to hold it harmless, then the Partnership shall, to the fullest extent permitted by law, contribute to the amount paid or payable by such Covered Person as a result of such loss, claim, damage, liability or expense in such proportion as is appropriate to reflect the relative benefits received by the Partnership on the one hand and such Covered Person on the other hand or, if such allocation is not permitted by applicable law, to reflect not only the relative benefits referred to above but also any other relevant equitable considerations.

(ii) The provisions of this Section 8.1 shall survive the termination of this Agreement or the dissolution of the Partnership for any reason.

(c) No Limited Partner shall have any obligation to the Partnership or any other Partner to bring or join in any action against any Covered Person pursuant to Section 8.1(a) or (b) hereof. Nothing contained in this Section 8.1 shall be construed as any waiver of insurance claims or recoveries by the Partnership or any Covered Person.

(d) Each Partner covenants for itself, its successors, assigns, heirs and personal representatives that such Person will, at any time prior to or after the dissolution of the Partnership, on demand, whether before or after such Person’s withdrawal from the Partnership, pay to the Partnership or the General Partner any amount which the Partnership or the General Partner, as the case may be, pays in respect of taxes (including withholding taxes) imposed upon income of or distributions to such Partner, to the extent that such amounts have not been withheld from amounts otherwise distributable to such Partner.

(e) Notwithstanding anything else contained in this Agreement, the obligations of the Partnership and each Partner (except the under this Section 8.1, respectively, shall:

(i) be in addition to any liability which the Partnership or such Partner may otherwise have; and

(ii) inure to the benefit of the Covered Persons, and any successors, assigns, heirs and personal representatives of such Covered Persons.

(f) The General Partner may cause the Partnership to purchase, at the Partnership’s expense, insurance to insure the Covered Persons against liability hereunder.

(g) Each Limited Partner hereby agrees to indemnify, defend and hold harmless the Partnership and the General Partner from and against any and all Indemnified Losses caused by or arising from the acts or omissions of such Limited Partner.

8.2 Exclusive Jurisdiction . To the fullest extent permitted by applicable law, each of the Partners hereby agrees that any claim, action or proceeding by such Partner seeking any relief whatsoever against any Covered Person based on, arising out of, or in connection with this Agreement or the Partnership’s business or affairs shall be brought only in the state or federal courts sitting in Wilmington, Delaware and not in any other court.

ARTICLE IX

BOOKS AND RECORDS

9.1 Books and Accounts . Complete and accurate books and accounts shall be kept and maintained for the Partnership at the principal place of business of the Partnership, as determined by the General Partner. Each Partner may, in the discretion of the General Partner, at all reasonable times have access to, and may inspect and, make copies of, such books and accounts. Consistent with the limitations set forth in Section 7.1 of the Eclipse Resources Partnership Interest, no Limited Partners shall have any right to review, inspect or copy (a) Schedule I or Exhibit 2.1 to the Eclipse Resources Partnership Agreement, (b) the Schedule of Partners, (c) the Class C Unit Grant Agreement of any Limited Partner other than such Limited Partner, or (d) the Partnership’s tax returns or any other Limited Partner’s Schedule K-1. Funds of the Partnership shall be deposited in the name of the Partnership in such bank or other account or accounts as the General Partner may designate and withdrawals therefrom shall be made upon such signature or signatures on behalf of the Partnership as the General Partner may designate.

9.2 Reports to Partners .

(a) All reports provided to the Partners pursuant to this Section shall be prepared on such basis as the General Partner determines will appropriately reflect the operations and assets of the Partnership.

(b) The “tax matters partner,” as such term is defined in Section 6231(a)(7) of the Code shall be the General Partner and shall have the rights provided in Exhibit B .

ARTICLE X

TRANSFERABILITY OF A PARTNER’S INTEREST

10.1 Restrictions on Transfer .

(a) Other than in connection with a Permitted Transfer, no Transfer of all or any portion of such Partner’s Interest (including all or some of its rights or obligations hereunder) may be made without the prior written consent of the Partnership (which consent may be granted or withheld in the sole discretion of the General Partner). Further, no Transfer of all or any portion of a Partner’s Interest may be made to the extent that such Transfer would (i) result in the Partnership being subject to regulation under the Investment Company Act, (ii) result in the taxation of the Partnership at the entity level, (iii) result in the Partnership’s assets being deemed “plan assets” for the purposes of Section 4975 of the Code or ERISA or (iv) have a material adverse effect for tax purposes on any other Partner (as determined by the General Partner in its reasonable discretion), unless such Transfer is consented to by such adversely-effected Partner.

(b) No Transfer shall relieve the transferor of any of its obligations under this Agreement or its Contribution Agreement without the prior written consent of the Partnership (which consent may be granted or withheld in the sole discretion of the General Partner).

(c) Each Partner shall be liable to the other Partners if a Transfer of any of the interests in the entity or entities of which such Partner is composed, including, but not limited to, any Transfer of economic or beneficial interest resulting from any reorganization or restructuring of the entity or entities of which such Partner is composed, (i) results in the Partnership being subject to regulation under the Investment Company Act, (ii) results in the taxation of the Partnership at the entity level, (iii) results in the Partnership’s assets being deemed “plan assets” for the purposes of Section 4975 of the Code or ERISA or (iii) violates any provision of this Agreement.

(d) It is acknowledged that the Eclipse Resources Partnership Agreement includes numerous restrictions on the transferability of the Class C Units (including, without limitation, Section 9.1(c) thereof). It is contemplated that, concurrently with the execution of the initial Contribution Agreements, Eclipse Resources will consent to the contribution of the Class C Units to the Partnership. Notwithstanding anything in this Agreement to the contrary, the Limited Partners will be subject to any additional restrictions on their right to transfer all or any portion of their Interest that are imposed by the General Partner from time to time (and no attempted Transfer in violation thereof will be a Permitted Transfer).

10.2 Expenses of Transfer; Indemnification . All expenses, including attorneys’ fees and expenses, incurred by the General Partner or the Partnership in connection with any Transfer shall be fully borne, jointly and severally, by the transferring Partner and such Partner’s transferee. In addition, such transferring Partner and such transferee shall indemnify the Partnership and the General Partner in a manner satisfactory to the General Partner, in its sole discretion, against any losses, claims, damages, liabilities or expenses to which the Partnership or the General Partner may become subject arising out of or based upon any false representation or warranty made by, or breach or failure to comply with any covenant or agreement of, such transferring Partner or such transferee in connection with such Transfer.

10.3 Recognition of Transfer .

(a) The Partnership shall not recognize for any purpose any purported Transfer of any Interest (including some or all of its rights or obligations hereunder) and no Transferee of any Interest shall be admitted as a Limited Partner hereunder unless:

(i) the applicable provisions of this Agreement shall have been complied with;

(ii) the Partnership shall have been furnished with the documents effecting such Transfer, in form and substance reasonably satisfactory to the General Partner, executed and acknowledged by both transferor and the transferee;

(iii) such Transfer shall have been made in accordance with all applicable laws and regulations and all necessary governmental consents shall have been obtained and requirements satisfied;

(iv) the books and records of the Partnership shall have been changed by the General Partner to reflect the admission of such transferee; and

(v) such Transfer will not cause a termination of the Partnership for Federal income tax purposes.

(b) Each transferee, as a condition to the Partnership’s recognition of such Transfer, shall execute and acknowledge such instruments, in form and substance reasonably satisfactory to the General Partner, as the General Partner may deem necessary or desirable in its sole discretion to effectuate such Transfer and to confirm the agreement of such transferee to be bound by all the terms and provisions of this Agreement with respect to any rights and/or obligations represented by the Interest acquired by such transferee. The recognition of any Transfer shall not require the approval of any other Partner.

10.4 Effect of Transfer . Notwithstanding any other provision of this Agreement or the Act to the contrary, to the fullest extent possible pursuant to applicable law, upon the Transfer by a Partner of all of such Partner’s Interest such former Partner shall have no further right as a Partner under this Agreement, including, without limitation, any right to vote on any matter regarding the Partnership and the Partnership may act without any consent, approval or vote theretofore required to be obtained from such Partner (provided, however, that the Partnership shall still be required to obtain any required consent, approval or vote from the remaining Partners). Upon a Transfer by a Limited Partner of all or any portion of its Interest in accordance with the provisions of this Agreement, the transferee shall be admitted as a substitute Limited Partner effective as of the time of the Transfer, upon its compliance with the applicable provisions of this Agreement. In the case of a Transfer of only a portion of a Limited Partner’s Interest, the transferor and transferee will allocate the Specific Class C Units that will be attributable to both of them following such Transfer.

10.5 Preemptive Rights . No Limited Partner will have any pre-emptive rights to purchase any Interests to be issued by the Partnership.

ARTICLE XI

DISSOLUTION

11.1 Events of Dissolution .

(a) The Partnership shall be dissolved upon the first to occur of:

(i) at the General Partner’s election, the sale or other disposition of all or substantially all of the assets of the Partnership and the collection of the proceeds therefrom;

(ii) the removal of the General Partner or the occurrence of any other event that causes the General Partner to cease to be the general partner of the Partnership under the Act, unless the Partnership is continued without dissolution in accordance with the Act;

(iii) at any time there are no limited partners of the Partnership, unless the Partnership is continued without dissolution in accordance with the Act; and

(iv) the entry of a decree of judicial dissolution.

(b) Following the dissolution of the Partnership, the General Partner shall liquidate the assets of the Partnership (or, in the sole discretion of the General Partner, distribute such assets in kind to the Partners) as promptly as shall be practicable and in a commercially reasonable manner. The proceeds of such liquidation shall be applied in the following order of priority:

(i) first, to the satisfaction (whether by payment or the reasonable provision for payment) of debts and liabilities of the Partnership, including the establishment of any reserves that the General Partner may deem reasonably necessary to satisfy any contingent liabilities of the Partnership, and the satisfaction of the costs and expenses of the dissolution and liquidation; and

(ii) then, to the Partners in accordance with Section 5.2 hereof.

11.2 Cancellation of Certificate . Upon the dissolution of the Partnership and the completion of the winding up of the Partnership, the Person acting as liquidating trustee shall cause the cancellation of the Certificate and shall take such other actions as may be necessary or appropriate to terminate the Partnership. Except as set forth in Section 11.4 or as otherwise specifically provided for in this Agreement, upon cancellation of the Certificate in accordance with the Act, the Partnership and this Agreement shall terminate.

11.3 Compliance With Timing Requirements of Regulations . If the Partnership is “liquidated” within the meaning of Section 1.704-l(b)(2)(ii)(g) of the Regulations, distributions shall be made pursuant to this Article. In the sole discretion of the General Partner, a pro rata portion of the distributions that would otherwise be made to the General Partner and the Limited Partners pursuant to the preceding sentence may be:

(a) distributed to a trust established for the benefit of the General Partner and the Limited Partners for the purposes of liquidating Partnership assets, collecting amounts owed to the Partnership, and paying any contingent liabilities or obligations of the Partnership or of the General Partner arising out of or in connection with the Partnership; provided that the assets of any such trust shall be distributed to the General Partner and the Limited Partners from time to time, in the reasonable discretion of the General Partner, in the same proportions as the amount distributed to such trust by the Partnership would otherwise have been distributed to the General Partner and the Limited Partners pursuant to this Agreement; or

(b) withheld to provide a reasonable reserve for Partnership liabilities (contingent or otherwise) and to reflect the unrealized portion of any installment obligations owed to the Partnership; provided that such withheld amounts shall be distributed to the General Partner and the Limited Partners as soon as practicable.

11.4 Termination . Upon the cancellation of the Certificate of the Partnership in accordance with the Act, this Agreement shall terminate other than Sections 8.1 and 14.12 hereof, which shall survive the termination of this Agreement or the dissolution of the Partnership for any reason.

ARTICLE XII

REPRESENTATIONS AND WARRANTIES

OF THE LIMITED PARTNERS

12.1 General Representations and Warranties . As of the effective date of its admission to the Partnership, each Limited Partner (as to itself only) represents and warrants to the Partnership and the other Partners as follows:

(a) Organization; Existence . Such Limited Partner, if such Limited Partner is an entity, is duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation.

(b) Power; Qualification . Such Limited Partner has full power and authority to execute and deliver this Agreement and the other Investment Documents to which it is a party and to perform its obligations hereunder and thereunder, and the execution and delivery by such Limited Partner of this Agreement and the other Investment Documents to which it is a party, and the performance of all obligations hereunder and thereunder have been duly authorized by all necessary action.

(c) Authority; Enforceability . This Agreement and each other Investment Document to which such Limited Partner is a party has been duly and validly executed and delivered by such Limited Partner and, assuming due execution and delivery of this Agreement by the other parties hereto, constitutes the binding obligation of such Limited Partner enforceable against such Limited Partner in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally, and by principles of equity.

(d) No Conflicts . The execution, delivery, and performance by such Limited Partner of this Agreement and the other Investment Documents to which such Limited Partner is a party will not, with or without the giving of notice or the lapse of time, or both, (i) violate any provision of law to which such Limited Partner is subject, (ii) violate any order, judgment, or decree applicable to such Limited Partner or (iii) conflict with, or result in a breach or default under, any term or condition of its certificate of incorporation or by-laws, certificate of limited partnership or partnership agreement, certificate of formation or limited liability company agreement, or trust agreement, as applicable, or any material agreement or instrument to which such Limited Partner is a party. No consent, approval, authorization or order of any court or governmental agency or authority or of any third party which has not been obtained is required in connection with the execution, delivery and performance by such Limited Partner of this Agreement and any of the other Investment Document to which it is a party.

(e) Investment Matters . Such Limited Partner is acquiring its Interest in the Partnership for its own account, for investment purposes, and not with a view to or in connection with the resale or other distribution of such Interest in violation of applicable securities laws. Such Limited Partner understands and agrees that its Interest has not been registered under the Securities Act and is a “restricted security.”

(f) Partnership Agreement . Such Limited Partner understands that the Interest acquired by it shall, upon issuance by the Partnership, without any further action on the part of the Partnership or such Person, be subject to the terms, conditions and restrictions contained in this Agreement including all amendments, modifications and restatements thereof made in accordance with this Agreement.

(g) No Brokers . Neither such Limited Partner nor any of its Affiliates has employed or retained any broker, agent or finder in connection with this Agreement or the transactions contemplated herein, or paid or agreed to pay any brokerage fee, finder’s fee, commission or similar payment to any Person on account of this Agreement or the transactions provided for herein which fee, commission or payment will constitute an obligation payable by the Partnership or any other Partner; and such Limited Partner shall indemnify and hold harmless the Partnership and the other Partners from any costs, including attorneys’ fees, and liability arising from the claim of any broker, agent or finder employed or retained by such Limited Partner in connection with the Partnership or this Agreement.

(h) Survival of Representations and Warranties . All representations and warranties made by each of the Limited Partners in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement regardless of any investigation made by or on behalf of any such party.

12.2 Compliance with International Trade Control Laws and OFAC Regulations . Each Limited Partner, by executing this Agreement, represents, warrants and, as applicable, covenants to the General Partner and the Partnership, that he is not now nor shall be at any time during the term of this Agreement a person with whom a U.S. person, including a Financial Institution, is prohibited from transacting business of the type contemplated by this Agreement, whether such prohibition arises under U.S. law, regulation, executive orders and lists published by the federal Office of Foreign Asset Control (“ OFAC ”) (including those executive orders and lists published by OFAC with respect to Specially Designated Nationals and Blocked Persons, both as designated by OFAC) or otherwise.

12.3 Compliance with Other Laws .

(a) Each Limited Partner, by executing this Agreement, further represents, warrants and, as applicable, covenants to the General Partner and the Partnership that he (1) is not under investigation by any governmental authority for, or has been charged with, or convicted of, money laundering, drug trafficking, terrorist-related activities, any crimes which in the United States would be predicate crimes to money laundering, or any violation of any Anti-Money Laundering Laws; (2) has not been assessed civil or criminal penalties under any Anti-Money Laundering Laws; and (3) has not had any of his funds seized or forfeited in any action under any Anti-Money Laundering Laws.

(b) Each Limited Partner, by executing this Agreement, further represents, warrants and, as applicable, covenants to the General Partner and the Partnership that he is in compliance with any and all applicable provisions of the Patriot Act.

(c) Each Limited Partner agrees to cooperate with the General Partner in providing such additional information and documentation on such Limited Partner’s legal or beneficial ownership, policies, procedures and sources of funds as the General Partner deems reasonably necessary or prudent to enable the General Partner to comply with Anti-Money Laundering Laws as now in existence or hereafter amended.

ARTICLE XIII

NOTICES; POWER OF ATTORNEY

13.1 Method of Notice . All notices required to be delivered hereunder shall be in writing and must be delivered either by hand in person, by electronic mail, by facsimile transmission, by U.S. certified mail, return receipt requested or by nationally recognized overnight delivery service (receipt request) and shall be deemed given when so delivered by hand (with written confirmation of receipt), sent by facsimile transmission (with confirmation of receipt of transmission from sender’s equipment), transmitted by electronic mail (in a message to the electronic mail address given to the Partnership) or, if mailed by U.S. certified mail, three days after the date of deposit in the U.S. mail, or if delivered by overnight delivery service when received by the addressee, in each case at the appropriate addresses set forth below (or to such other addresses as a party may designate for that purpose upon fifteen (15) days’ written notice to the other party).

If to the Partnership or to the General Partner at:

c/o Eclipse Management GP, LLC

2121 Old Gatesburg Road, Suite 110

State College, Pennsylvania 16803

Attn: Christopher K. Hulburt

If to a Limited Partner, to such Limited Partner at such Limited Partner’s address for notice purposes as set forth on its signature page to this Agreement.

13.2 Routine Communications; Wire Transfers . Notwithstanding the provisions of Section 13.1 hereof, routine communications such as financial statements of the Partnership may be sent by first-class mail, postage prepaid, or by facsimile or electronic transmission. The Partnership shall, in the discretion of the General Partner, cause cash distributions to be made by means of wire transfer to any Partner who requests the same and who provides the Partnership with wire transfer instructions or by such other electronic means as are agreed to by the Partnership and such Partner.

13.3 Power of Attorney . Without limiting the rights of the Limited Partners pursuant to Section 6.2, each Limited Partner does hereby constitute and appoint the General Partner, and any officer of the General Partner acting on its behalf from time to time, as such Limited Partner’s true and lawful representative and attorney-in-fact, in its name, place and stead to make, execute, sign, deliver and file (a) any amendment to the Certificate required by the Act because of an amendment to this Agreement or in order to effectuate any change in the Partners of the Partnership, (b) any amendment to this Agreement permitted to be made by the General Partner pursuant to Section 14.2 hereof; provided, however, that if such amendment is stated in Section 14.2 hereof to be an amendment which requires the prior written consent (or other specified approval) of the affected Limited Partner, then the approval of either the Required Holders or all of the Limited Partners, as the case may be, must be obtained, and (c) all such other instruments, documents and certificates which may from time to time be required by the

laws of the United States of America, the State of Delaware or any other state, or any political subdivision or agency thereof, to effectuate, implement and continue the valid and subsisting existence of the Partnership and its power to carry out its purposes as set forth in this Agreement or to dissolve and terminate the Partnership in accordance with the Act. The General Partner shall deliver a copy of each document executed pursuant to this power of attorney to each Partner in whose name such document was executed. Insofar as possible pursuant to applicable law, the power of attorney granted hereby is irrevocable. This power of attorney is coupled with an interest and shall survive the subsequent incapacity, disability or dissolution of the Limited Partner granting such power.

ARTICLE XIV

GENERAL PROVISIONS

14.1 Entire Agreement . This Agreement and the applicable Contribution Agreements constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof, and supersede any prior agreement or understanding among the parties hereto with respect to the subject matter hereof or thereof.

14.2 Amendment . Except as required by law, this Agreement may be amended by the General Partner, from time to time, with the prior written consent of the Required Holders; provided, however, that amendments which do not adversely affect the Limited Partners or the Partnership in any material respect, as determined by the General Partner in its sole and reasonable discretion, may be made to this Agreement and the Certificate, from time to time, by the General Partner without the prior written consent of any of the Limited Partners, to: (a) admit any Person to the Partnership as a Limited Partner pursuant to the terms of this Agreement; (b) amend any provision of this Agreement and the Certificate which requires any action to be taken by or on behalf of the General Partner or the Partnership pursuant to requirements of Delaware law if the provisions of Delaware law are amended, modified or revoked so that the taking of such action is no longer required; (c) add to the representations, duties or obligations of the Partnership or the General Partner, or to surrender any right granted to the Partnership or the General Partner herein, for the benefit of the Limited Partners; (d) correct any clerical mistake herein or in the Certificate or correct any printing, stenographic or clerical errors, or omissions, which shall not be inconsistent with the provisions of this Agreement or the status of the Partnership as a partnership for federal income tax purposes; (e) change the name of the Partnership or to make any other change which is for the benefit of, or not adverse to the interests of, the Limited Partners; and (f) make any other modifications that are necessary or convenient in connection with any Internal Restructure of Eclipse Resources.

14.3 Approvals . Except as otherwise specifically provided herein and to the extent permitted by applicable law, each Partner agrees that the written approval of Partners holding the required Percentage Interests shall bind the Partnership and each Partner and shall have the same legal effect as the written approval of each Partner, for purposes of granting the approval of the Partners with respect to any proposed action of the Partnership, the General Partner, or any of their respective Affiliates. Each Limited Partner further agrees that for purposes of any vote sought by the General Partner pursuant to any provision of this Agreement requiring the approval of the Limited Partners (whether pursuant to an amendment or otherwise), in calculating the percentage required for such approval, the numerator and denominator will include the Percentage Interest of any Limited Partner who does not indicate approval or disapproval of any

matter presented for its approval within such time period as may be specified by the General Partner (which time period in any event will not be less than 10 Business Days), and such Limited Partner will be deemed for purposes of this Agreement to have indicated approval of such matter.

14.4 Governing Law . This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without giving effect to the provisions, policies or principles thereof relating to choice or conflict of laws.

14.5 Captions . The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

14.6 Successors . Except as otherwise provided herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, heirs, successors and assigns.

14.7 Severability . In case any one or more of the provisions contained in this Agreement or any application thereof shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and other application thereof shall not in an way be affected or impaired thereby.

14.8 Gender and Number . Whenever required by the context hereof, the singular shall include the plural and the plural shall include the singular. The masculine gender shall include the feminine and neuter genders.

14.9 Third-Party Rights . Each Covered Person shall be deemed a third party beneficiary of the provisions of Article VIII hereof. Subject to the foregoing, nothing in this Agreement shall be deemed to create any right in any Person not a party hereto and this Agreement shall not be construed in any respect to be a contract in whole or in part for the benefit of any third party (except as aforesaid).

14.10 Counterparts . This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument.

14.11 Duties . To the fullest extent permitted by law and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provisions of law or equity or otherwise, whenever in this Agreement a Person is permitted or required to make a decision (a) in its “sole discretion” or “discretion” or under a grant of similar authority or latitude, such Person shall be entitled to consider only such interests and factors as it desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Partnership or any other Person, or (b) in its “good faith” or under another express standard, such Person shall act under such express standard and shall not be subject to any other or different standard. The General Partner shall not be liable in any circumstance to the Partnership or any Partner for its good faith reliance on the provisions of this Agreement or its good faith exercise of its authority hereunder. Except as expressly set forth in this Agreement or included as a mandatory, non-waivable requirement of the Act, neither the General Partner nor any other Covered Person shall have any duties or liabilities, including

fiduciary duties, to the Partnership or any Limited Partner, and the provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the General Partner or any other Covered Person otherwise existing at law or in equity, are agreed by the Partners to replace such other duties and liabilities of the General Partner or such other Covered Person.

14.12 Confidentiality . Unless otherwise approved in writing by the General Partner, each Limited Partner agrees to keep confidential, and not to make any use of (other than for purposes reasonably related to its Interest in the Partnership or for purposes of filing such Limited Partner’s tax returns or for other routine matters required by law) nor to disclose to any Person, any information or matter relating to the Partnership and its affairs and any information or matter related to Eclipse Resources (other than disclosure to such Limited Partner’s owners, employees, agents, advisors or representatives (each such Person being hereinafter referred to as an “ LP Authorized Representative ”), except that a Person who is not subject to the direction or control of such Limited Partner will not constitute an LP Authorized Representative unless such Person shall agree for the benefit of the Partnership and the General Partner to be bound by a confidentiality undertaking on substantially the same terms as set forth in this Section 14.12); provided that such Limited Partner and its LP Authorized Representatives may make such disclosure to the extent that (i) the information being disclosed is publicly known at the time of any proposed disclosure by such Limited Partner or LP Authorized Representative, (ii) the information subsequently becomes publicly known through no act or omission of such Limited Partner or LP Authorized Representative, (iii) the information otherwise is or becomes legally known to such Limited Partner other than through disclosure by the General Partner or the Partnership, (iv) such disclosure, in the reasonable opinion of legal counsel (which may be inside counsel) of such Limited Partner or LP Authorized Representative, is required by law or (v) such disclosure is in connection with any litigation or other proceeding between any Limited Partner and the General Partner and/or the Partnership; provided, further, that each Limited Partner will be permitted, after notice to the General Partner, to correct any false or misleading information which may become public concerning such Limited Partner’s relationship to the General Partner, the Partnership, or Eclipse Resources. Prior to making any disclosure required by law, each Limited Partner shall notify the General Partner of such disclosure and advise the General Partner as to the opinion referred to above. Prior to any disclosure to any LP Authorized Representative, each Limited Partner shall advise such LP Authorized Representative of the obligations set forth in this Section 14.12, inform such LP Authorized Representative of the confidential nature of such information and direct such LP Authorized Representative to keep all such information in the strictest confidence and to use such information only for purposes relating to such Limited Partner’s Interest.

14.13 Non-Disparagement . Each Limited Partner agrees not to disparage or provide information or assistance to others to disparage, the Partnership, the General Partner, the principals of the General Partner, Eclipse Resources or its or their Affiliates. For purposes of this agreement, the term “disparage” (a) includes comments or statements to the press (whether on or off the record), other limited partners, potential investors, sources of investors or any individual or entity with whom General Partner or its affiliates have or may reasonably expect to have a business relationship that would reasonably be expected to have an adverse effect on, or that is intended to or does damage to the good will of: the Partnership, the General Partner, the principals of the General Partner, Eclipse Resources or its or their Affiliates; but (b) does not include any communication made by any Limited Partner when compelled by applicable law.

14.14 Jurisdiction and Service of Process . THE PARTNERSHIP AND EACH PARTNER HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN WILMINGTON, DELAWARE AND IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE APPLICABLE CONTRIBUTION AGREEMENT(S) BETWEEN THE PARTNERSHIP AND SUCH PARTNER, AND ALL OTHER DOCUMENTS OR TRANSACTIONS AND ANY OTHER DEALINGS BETWEEN THE PARTNERSHIP AND SUCH PARTNER RELATING TO THE SUBJECT MATTER HEREOF OR THEREOF WHICH MAY BE LITIGATED, MAY BE LITIGATED IN SUCH COURTS. EACH OF THE PARTNERSHIP AND EACH PARTNER ACCEPTS FOR SUCH PARTY AND IN CONNECTION WITH SUCH PARTY’S PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION HEREWITH OR THEREWITH. EACH OF THE PARTNERSHIP AND EACH PARTNER HEREBY IRREVOCABLY CONSENTS TO THE FULLEST EXTENT PERMITTED BY LAW TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF, BY CERTIFIED MAIL (RETURN RECEIPT REQUESTED), TO SUCH PARTY AT ITS ADDRESS AS SET FORTH IN SECTION 13.1 HEREOF, SUCH SERVICE TO THE FULLEST EXTENT PERMITTED BY LAW TO BE DEEMED EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING. NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF ANY PARTY TO BRING PROCEEDINGS AGAINST ANY OTHER PARTY IN THE COURTS OF ANY OTHER JURISDICTION.

14.15 Trial . TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PARTNERSHIP AND EACH PARTNER HEREBY WAIVES SUCH PARTY’S RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE APPLICABLE CONTRIBUTION AGREEMENT(S) BETWEEN THE PARTNERSHIP AND SUCH PARTNER, AND ALL OTHER DOCUMENTS OR TRANSACTIONS AND ANY OTHER DEALINGS BETWEEN THE PARTNERSHIP AND SUCH PARTNER RELATING TO THE SUBJECT MATTER HEREOF OR THEREOF. EACH OF THE PARTNERSHIP AND THE PARTNER ALSO WAIVES ANY BOND OR SURETY OR SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. EACH OF THE PARTNERSHIP AND EACH PARTNER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO THE OTHER PARTY’S DECISION TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH PARTY HAS ALREADY RELIED ON THE WAIVER IN ENTERING INTO THIS AGREEMENT, THE APPLICABLE CONTRIBUTION AGREEMENT(S) BETWEEN THE PARTNERSHIP AND SUCH PARTNER AND ALL OTHER DOCUMENTS OR TRANSACTIONS AND ANY OTHER DEALINGS BETWEEN THE PARTNERSHIP AND SUCH PARTNER RELATING TO THE SUBJECT MATTER HEREOF OR THEREOF AND

THAT EACH PARTY WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH OF THE PARTNERSHIP AND EACH PARTNER FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH SUCH PARTY’S LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES SUCH PARTY’S JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THAT THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT, THE APPLICABLE CONTRIBUTION AGREEMENT(S) BETWEEN THE PARTNERSHIP AND SUCH PARTNER AND ALL OTHER DOCUMENTS OR TRANSACTIONS AND ANY OTHER DEALINGS BETWEEN THE PARTNERSHIP AND SUCH PARTNER RELATING TO THE SUBJECT MATTER HEREOF OR THEREOF. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above.

THE GENERAL PARTNER:

ECLIPSE MANAGEMENT GP, LLC,a Delaware limited liability company

By:

Name:

Title:

THE LIMITED PARTNERS :

Each person who shall sign a Limited Partner

Signature Page in the form attached hereto as

Exhibit A and whose signature page hereto shall be

accepted by the Partnership.

[Signature Page to the Limited Partnership Agreement of

Eclipse Management, L.P.]

EXHIBIT A

LIMITED PARTNER SIGNATURE PAGE TO PARTNERSHIP AGREEMENT

(INDIVIDUAL)

The undersigned, desiring to become a Limited Partner of the Partnership, hereby agrees to all of the terms and provisions of the Limited Partnership Agreement of Eclipse Management, L.P. (as amended, the “ Partnership Agreement ”), and agrees that this Limited Partner Signature Page, together with all other Limited Partner Signature Pages, is hereby incorporated into the said Partnership Agreement. The undersigned hereby joins and executes the said Partnership Agreement, hereby authorizing this Limited Partner Signature Page to be attached thereto. The place of residence or principal business address of the undersigned is as shown below.

IN WITNESS WHEREOF, the undersigned has executed this Limited Partner Signature Page to the Partnership Agreement as of the date set forth hereinafter.


INDIVIDUAL LIMITED PARTNER:		Date:

1.		2.
(Signature)		(Social Security Number)

3. (Printed Name)		4. c/o Eclipse Management GP, LLC 2121 Old Gatesburg Road, Suite 110 State College, Pennsylvania 16803
		(Mailing Address)

ACCEPTED this day of , 2014

ECLIPSE MANAGEMENT GP, LLC

By:

Name:

Title:

Exhibit A

EXHIBIT B

ALLOCATIONS OF PROFITS AND LOSSES

AND

OTHER TAX MATTERS

TABLE OF CONTENTS


ARTICLE I. TAX DEFINITIONS			B – 1
Section 1.1 Definitions			B – 1
ARTICLE II. ALLOCATIONS OF PROFITS AND LOSSES			B – 6
Section 2.1 Allocation of Book Items			B – 6
Section 2.2 Allocation of Tax Items			B – 9
Section 2.3 Allocations of Profit and Losses and Distributions in Respect of Interests Transferred			B – 11
ARTICLE III. OTHER TAX MATTERS			B – 11
Section 3.1 Tax Elections			B – 11
Section 3.2 Tax Matters Partner			B – 12
Section 3.3 Inconsistent Treatment of Partnership Items			B – 13
Section 3.4 Tax Returns			B – 13

ARTICLE I.

TAX DEFINITIONS

Section 1.1 Definitions . All capitalized terms used herein shall have the meanings assigned to them in the Limited Partnership Agreement of Eclipse Management, L.P. dated as of May , 2014 (the “Agreement”) to which this Exhibit is attached, or as follows:

(a) Adjusted Capital Account Deficit

(ii) Debit from such Capital Account the items described in Regulations Sections 1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6).

Exhibit B - Page 1

(b) Allocation Year

(d) Book Liability Value

(e) Book/Tax Disparity Property

Exhibit B – Page 2

(f) Gross Asset Value

“Gross Asset Value” means, with respect to any asset, the asset’s adjusted basis for federal income tax purposes, except as follows:

(g) Nonrecourse Deductions

“Nonrecourse Deductions” has the meaning set forth in sections 1.704-2(b)(1) and (c) of the Regulations.

Exhibit B – Page 3

(h) Nonrecourse Liability

“Nonrecourse Liability” of the Partnership shall mean any Partnership liability treated as a “nonrecourse liability” under sections 1.704-2(b)(3) and 1.752-1(a)(2) of the Regulations.

(i) Nonrecourse Minimum Gain

(j) Partially Adjusted Capital Account

(k) Partner Nonrecourse Minimum Gain

(l) Partner Nonrecourse Debt

“Partner Nonrecourse Debt” shall mean any Partnership liability that is treated as “partner nonrecourse debt” under section 1.704-2(b)(4) of the Regulations.

(m) Partner Nonrecourse Deductions

(n) Profits or Losses

Exhibit B – Page 4

(viii) any items which are specially allocated pursuant to the provisions of Section 2.1(a) through (g) shall not be taken into account in computing Profits or Losses.

(o) Target Capital Account

Exhibit B – Page 5

Agreement and (ii) the sum of (x) the amount, if any, without duplication, that such Partner would be obligated to contribute to the capital of the Partnership pursuant to any provision of this Agreement, if applicable, (y) such Partner’s share of Nonrecourse Minimum Gain determined pursuant to Section 1.704-2(g) of the Regulations, and (z) such Partner’s share of Partner Nonrecourse Minimum Gain determined pursuant to Section 1.704-2(i)(5) of the Regulations, all computed immediately prior to the hypothetical sale described in clause (i) hereof.

(p) Tax Depreciation

(q) Tax Matters Partner

“Tax Matters Partner” shall mean the General Partner or any other Partner designated in Section 3.2(a) hereof as the “tax matters partner,” for purposes of section 6231(a)(7) of the Code.

ARTICLE II.

ALLOCATIONS OF PROFITS AND LOSSES

Exhibit B – Page 6

(d) In the event any Partner has a deficit balance in its Capital Account at the end of any Allocation Year that is in excess of the amount such Partner is obligated to restore under this Agreement or pursuant to the penultimate sentences of Sections 1.704-2(g)(1) and 1.704-2(i)(5), each such Partner shall be specially allocated items of Partnership income or gain in the amount of such excess as quickly as possible, provided that an allocation pursuant to this Section 2.1(d) shall be made only if and to the extent that such Partner would have a deficit Capital Account balance in excess of such amount after all other allocations provided in this Section 2.1 have been made as if Section 2.1(c) and this Section 2.1(d) were not contained in this Agreement

Exhibit B – Page 7

(iii) Determination of Items Comprising Allocations.

Exhibit B – Page 8

Accounts need to be adjusted) of each Partnership item of income, gain, deduction and loss entering into the computation of Profits for such year (other than the portion of each Partnership item of deduction and loss, if any, allocated pursuant to Section 2.1(h)(iii)(X)(A) hereof).

Section 2.2 Allocation Of Tax Items .

Exhibit B – Page 9

(f) All tax credits shall be allocated among the Partners as determined by the General Partner, consistent with applicable laws.

(g) Partners shall be bound by the provisions of this Article II in reporting their distributive shares of Partnership items of increase, gain, deduction, loss and credit.

(h) Cost and percentage depletion deductions with respect to property the production from which is subject to depletion (herein sometimes called “Depletable Property”) shall be computed separately by the Partners rather than the Partnership. For purposes of such computations, the federal income tax basis of each Depletable Property shall be allocated to each Partner in accordance with such Partner’s Capital Interest Percentage as of the time such Depletable Property is acquired by the Partnership, and shall be reallocated among the Partners in accordance with the Partners’ Capital Interest Percentages as determined immediately following the occurrence of an event giving rise to an adjustment to the Book Values of the Partnership’s Depletable Properties pursuant to clause (ii) of the definition of Book Value (or at the time of any material additions to the federal income tax basis of such Depletable Property); provided however, that the federal income tax basis of each Depletable Property owned by Eclipse Resources at the time of the contribution of the Class C Units to the Partnership pursuant to Section 3.1 shall be allocated among the Partners in the same amount and manner that the federal income tax basis was allocated to such Partner immediately prior to the contribution of that Partner’s Class C Units, and for the avoidance of doubt, no reallocation of federal income tax basis of Depletable Property shall be required in connection with the contribution of the Class C Units to the Partnership pursuant to Section 3.1 of the Agreement. Such allocations are intended to be applied in accordance with the “partners’ interests in partnership capital” under Section 613A(c)(7)(D) of the Code; provided that the Partners understand and agree that the General Partner may authorize special allocations of tax basis, income, gain, deduction or loss, as computed for federal income tax purposes, in order to eliminate differences between Simulated

Exhibit B – Page 10

Basis and adjusted federal income tax basis with respect to Depletable Properties, in such manner as determined consistent with the principles of Section 704(c) of the Code, the Treasury Regulations thereunder and the portions of the Treasury Regulations under Section 704(b) of the Code that apply the principles of Section 704(c) of the Code.

ARTICLE III.

OTHER TAX MATTERS

Section 3.1 Tax Elections .

(a) For tax purposes, the Partnership shall elect to use the calendar year as its taxable year and to report income and loss under the accrual method of accounting.

Exhibit B – Page 11

(b) For tax purposes, the Partnership shall elect to deduct expenses incurred in organizing the Partnership ratably over a one hundred eighty (180) month period as provided in section 709 of the Code.

(c) For tax purposes, the Partnership shall elect to treat all start-up expenditures as deferred expenses and to deduct such expenses over a one hundred eighty (180) month period as provided in section 195 of the Code.

(f) It is intended that the Partnership be classified as a partnership for Federal income tax purposes. Accordingly, neither the Partnership nor any Partner shall file any election pursuant to sections 761 or 7701 of the Code or section 301.7701-3 of the Regulations or otherwise, the effect of which would cause the Partnership not to be treated as a partnership for Federal income tax purposes.

(g) Except as otherwise expressly provided in this Exhibit B , any other tax election or methods of accounting shall be made as determined by the General Partner in its sole discretion.

Section 3.2 Tax Matters Partner .

(a) The General Partner is hereby designated the Tax Matters Partner of the Partnership pursuant to section 6231 (a)(7)(A) of the Code and shall have the power and authority specified in Sections 6221-6234 of the Code (and any comparable provisions of state or local law) in respect of any tax proceeding involving Partnership Tax Items.

(b) The Tax Matters Partner may, at the expense of the Partnership, retain accountants, lawyers, and other professionals to participate in the audit or judicial proceedings.

(d) No Partner shall file, pursuant to section 6227 of the Code, a request for an administrative adjustment of items for any Partnership taxable year.

(e) Any Partner intending to file a petition under sections 6226, 6228 or other section of the Code with respect to any item or other matter involving the Partnership shall notify the other Partners of such intention and the nature of the contemplated proceeding. If any Partner intends to seek review of court decision rendered as a result of a proceeding instituted under the preceding provisions of Section 3.2, then such Partner shall notify the other Partners of such intended action.

Exhibit B – Page 12

(f) The Tax Matters Partner may enter into a settlement agreement with respect to any Partnership items (within the meaning of section 6231(a)(3) of the Code).

Section 3.4 Tax Returns . The Partnership shall deliver to each of the Partners the following schedules and tax returns as soon as reasonably available a final Schedule K-1, along with comparable schedules for state, or local income tax returns or reports.

Exhibit B – Page 13

EXHIBIT C

ECLIPSE MANAGEMENT, L.P.

FORM OF CONTRIBUTION AGREEMENT

This Contribution Agreement (this “ Agreement ”) is entered into as of , 2014, by the undersigned individual (the “ Transferor ”) and Eclipse Management, L.P., a Delaware limited partnership (the “ Partnership ”).

1. Transferor hereby contributes to the Partnership Class C Units (the “ Subject Units ”) of Eclipse Resources I, L.P., a Delaware limited partnership (“ Eclipse Resources ”). In exchange therefore and upon acceptance of such contribution by the Partnership, the Transferor will be admitted as a limited partner in the Partnership.

2. The Transferor hereby represents and warrants to the Partnership as follows:

(a) The Transferor has received and reviewed the Partnership’s Limited Partnership Agreement dated as of , 2014 (the “ Partnership Agreement ”).

(b) The Transferor owns good and marketable title to the Subject Units, free and clear of any and all liens, encumbrances, charges, options, rights of first refusal, or other similar matters of any kind whatsoever (other than those in favor of Eclipse Resources).

3. By Transferor’s execution and delivery hereof, the Transferor (a) agrees to be bound by all of the terms, conditions and provisions of the Partnership Agreement, (b) ratifies, confirms and makes the representations and warranties contained in Article XII of the Partnership Agreement, and (c) grants to the general partner of the Partnership (the “ General Partner ”) the power of attorney (if applicable) contained in Section 13.3 of the Partnership Agreement.

4. The Transferor acknowledges and agrees that the contribution of the Subject Units is part of an ongoing Internal Restructure (as defined in the Partnership Agreement) of Eclipse Resources and that no Exit Event (as defined in the Transferor’s Class C Unit Grant Agreement) shall occur as a result thereof or will thereafter occur unless and until the General Partner makes a determination (in its sole discretion) that an Exit Event has occurred under the terms of the Eclipse Resources Partnership Agreement or the terms of the organizational documents of any successor to Eclipse Resources.

5. The execution of this Agreement does not enlarge or otherwise affect the terms of the Transferor’s employment with Eclipse Resources or any of its affiliates, and Eclipse Resources (or any such affiliate) may terminate the employment of the Transferor at will and as freely and with the same effect as if this Agreement had not been executed.

6. The Transferor acknowledges and affirms that there is no assurance that the Transferor will realize anything of value from the ownership of its interest in the Partnership.

Exhibit C – Page 1

7. The Transferor understands that if its subscription is accepted, the Partnership will return to the Transferor a copy of the signature page of this Contribution Agreement properly executed by the Partnership.

8. The Transferor agrees to indemnify the Partnership and its partners, managers, officers and other controlling persons, and to hold each such person or entity harmless from and against any and all damages, claims, lawsuits, losses, liabilities, deficiencies or expenses (including reasonable attorney’s fees) incurred by such person or entity by reason of or in connection with any breach by the Transferor of any representation, warranty, agreement or covenant in this Contribution Agreement.

9. The Transferor has included with this Contribution Agreement a duly executed signature page to the Partnership Agreement.

10. The Transferor agrees to furnish any additional information requested to assure compliance with federal and state securities laws in connection with the transactions contemplated hereby.

Dated: , 2014.

ACCEPTED this day of , 2014


ECLIPSE MANAGEMENT, L.P.

By:		Eclipse Management GP, LLC
		its general partner

		By:
		Name:
		Title:

Exhibit C – Page 2

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated February 21, 2014, with respect to the balance sheet of Eclipse Resources Corporation contained in this Registration Statement and Prospectus. We consent to the use of the aforementioned report in this Registration Statement and Prospectus, and to the use of our name as it appears under the caption “Experts.”

/s/ GRANT THORNTON LLP

Cleveland, Ohio

May 30, 2014

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated February 21, 2014, with respect to the consolidated financial statements of Eclipse Resources I, LP and subsidiaries contained in this Registration Statement and Prospectus. We consent to the use of the aforementioned report in this Registration Statement and Prospectus, and to the use of our name as it appears under the caption “Experts.”

/s/ GRANT THORNTON LLP

Cleveland, Ohio

May 30, 2014

Exhibit 23.3

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated February 21, 2014, with respect to the financial statements of Eclipse Resources-Ohio, LLC contained in this Registration Statement and Prospectus. We consent to the use of the aforementioned report in this Registration Statement and Prospectus, and to the use of our name as it appears under the caption “Experts.”

/s/ GRANT THORNTON LLP

Cleveland, Ohio

May 30, 2014

Exhibit 23.4

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated February 21, 2014, with respect to the financial statements of Eclipse Resources Operating, LLC contained in this Registration Statement and Prospectus. We consent to the use of the aforementioned report in this Registration Statement and Prospectus, and to the use of our name as it appears under the caption “Experts.”

/s/ GRANT THORNTON LLP

Cleveland, Ohio

May 30, 2014