Exhibit 2.1

EXECUTION VERSION

PURCHASE AND SALE AGREEMENT

between

TRAVIS PEAK RESOURCES, LLC

(the “Seller”)

and

ECLIPSE RESOURCES-PA, LP

(the “Buyer”)

and

ECLIPSE RESOURCES CORPORATION

(the “Buyer Parent”)

December 8, 2017

TABLE OF CONTENTS

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EXHIBITS AND SCHEDULES

Exhibits

Exhibit A – Properties; Excluded Assets; Contracts; Easements

Exhibit A, Schedule 1, Part 1 – Leases

Exhibit A, Schedule 1, Part 2 – Dominion Leases

Exhibit A, Schedule 2 – Fee

Exhibit A, Schedule 3 – Wells

Exhibit A, Schedule 4 – Contracts

Exhibit A, Schedule 5 – Easements

Exhibit A, Schedule 6 – Top Leases

Exhibit A, Schedule 7 – Suspended Funds

Exhibit A, Schedule 8 – Excluded Assets

Exhibit A, Schedule 9 – Permits

Exhibit B – Form of Assignment, Bill of Sale and Conveyance

Exhibit C – [Reserved]

Exhibit D – Registration Rights

Exhibit E – Letters in Lieu

Exhibit F – Certificate of Non-Foreign Status

Exhibit G – Officer’s Certificate

Exhibit H – Form of Mineral Deed

Schedules

Schedule 1.1(n) – Excluded Leased Personal Property

Schedule 1.1(u) – Reserved Royalty and Mineral Interests

Schedule 3.3 – No Breach

Schedule 3.4 – Litigation

Schedule 3.5 – Taxes

Schedule 3.8 – Contracts

Schedule 3.9 – Environmental and Safety Matters

Schedule 3.12 – Preferential Rights of Purchase and Consents to Assign

Schedule 3.13 – Deferred Bonus Payments

Schedule 3.14 – Obligations

Schedule 3.15 – Commitments

Schedule 3.16 – Expenditures

Schedule 3.17 – Surface Leases

Schedule 3.18 – Gas Balancing Arrangements & Gas Imbalances

Schedule 3.20 – No Obligation to Drill

Schedule 5.11.3 – Licensed G & G Data

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PURCHASE AND SALE AGREEMENT

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

B A C K G R O U N D:

A.    The Seller desires to sell and the Buyer desires to purchase all of the Seller’s right, title and interest in and to the Properties (as hereinafter defined).

B.    The purchase and sale of the Properties will be consummated on the terms and conditions set forth in this Agreement.

ARTICLE 1

DEFINITIONS AND REFERENCES

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.     Definitions and References . Capitalized terms used throughout this Agreement, including the Recitals above and not defined in Section  1.1 below, shall have the meaning ascribed to them elsewhere in this Agreement.

1.1     Definitions . Each of the following terms has the meaning given in this Section  1.1 or in the Section referred to below:

“ Accounting Referee ” means a nationally recognized accounting firm mutually agreed upon by the Parties, provided that prior to the appointment of any Accounting Referee, each Party will certify in writing to the other Party that such Accounting Referee has neither performed any work for such Party or its Affiliates nor been an officer, director or employee of such Party or any of its Affiliates within the preceding five (5) year period.

“ Affiliate ” means, with respect to any Party, any other Person that directly or indirectly (through one or more intermediaries or otherwise) Controls, is Controlled by, or is under common Control with such Party, provided that the Parties have informed each other (i) that their indirect and controlling owner, EnCap Investments L.P. and its Affiliates (other than TPR Holding Company, LLC, Buyer Parent and their direct and indirect subsidiaries) (collectively “ EnCap ”), are engaged in the business of and investment in exploring for, producing, gathering, transporting, treating and/or processing oil and/or gas (each, a “ Portfolio Company ” and collectively, the “ Portfolio Companies ”), (ii) that

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EnCap may have a direct or indirect interest in some or all of such Portfolio Companies, and (iii) that such Portfolio Companies operate and engage in the oil and gas exploration, production, gathering, transportation, and treatment business independently from the Parties; further, provided that the Parties acknowledge and agree that for the purposes of this Agreement, EnCap and any Portfolio Company (other than TPR Holding Company, LLC, Buyer Parent and their direct and indirect subsidiaries) shall not be considered an Affiliate of either Party.

“ Aggregate Defect Threshold ” means an amount equal to two and one half percent (2.5%) percent of the unadjusted Purchase Price.

“ Agreement ” has the meaning specified in the introductory paragraph and includes such paragraph, the recitals hereto, and the Exhibits and Schedules attached hereto.

“ Allocated Value ” has the meaning specified in Section  2.11 .

“ Asset Taxes ” means production, severance, excise, sales, use, occupation, ad valorem property, personal property or similar Taxes (including the Pennsylvania impact fee), but not Income Taxes or Transfer Taxes.

“ Assignment ” means the Assignment, Bill of Sale and Conveyance, in substantially the same form attached hereto as Exhibit B .

“ Assessment ” has the meaning specified in Section  5.1.1 .

“ Assumed Obligations ” means all liabilities, costs, expenses, duties and obligations of every kind and character of the Seller with respect to the Properties or to the ownership, use, operation or other disposition thereof, whether or not attributable to periods before or after the Effective Time, including, but not limited to, those arising out of or relating to: (i) the terms of all oil, gas and mineral leases, easements and similar agreements constituting part of the Properties; (ii) the terms and provisions of all Contracts constituting part of the Properties and under any Contracts entered into by the Seller after the Execution Date which are both attributable to, and constitute part of, the Properties and are entered into in compliance with Section  5.2 ; (iii) Gas Imbalances, to the extent disclosed in Schedule 3.18 ; (iv) the administration and payment of the amount of the Suspended Funds as provided in Section  5.8 ; (v) all Taxes allocated to the Buyer pursuant to Section  5.5 ; (vi) all obligations with respect to Permitted Encumbrances existing as of the applicable Closing Date; (vii) liabilities, costs, expenses, duties and obligations to properly plug and abandon or re-plug or re-abandon or remove wells, flowlines, gathering lines or other facilities, equipment or other personal property or fixtures located on or within the geographical boundaries of the Real Property Interests or lands pooled or unitized therewith or otherwise comprising part of the Properties; and (viii) all liabilities, costs, expenses, duties and obligations to restore the surface of the Real Property Interests, the Lands or lands pooled or unitized therewith and any other obligations relating to the failure of the Real Property Interests, Lands or lands pooled or unitized therewith to comply with Environmental Laws, including any and all obligations to bring the Properties into compliance with applicable Environmental Laws (including

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conducting any remediation activities that may be required on or otherwise in connection with activities on the Properties), regardless of whether such obligations or conditions or events giving rise to such obligations, arose, occurred or accrued before or after the Effective Time (the “ Environmental Obligations ”); (ix) all Third Party claims, demands, violations, actions, assessments, penalties, fines, costs, expenses, obligations or other liabilities with respect to the ownership, operation or maintenance of any of the Properties; and (x) all losses, claims, liabilities, demands, costs and expenses arising out of, incident to or in connection with the accounting for, failure to pay or the incorrect payment to any royalty owner, overriding royalty owner, working interest owner or other interest holder under the Real Property Interests and/or units comprising a part of the Properties.

“ Basket ” has the meaning specified in Section  10.6.1 .

“ Benefit Notice ” has the meaning specified in Section  2.2.11 .

“ Business Day ” means any day other than Saturday, Sunday or any day which is a federal legal holiday in the United States.

“ Buyer ” has the meaning specified in the introductory paragraph.

“ Buyer Parent Financial Statements ” has the meaning specified in Section  4.11 .

“ Buyer’s Knowledge ” means the actual knowledge, after reasonably diligent investigation or inquiry, of Benjamin W. Hulburt, Matthew DeNezza, Thomas S. Liberatore and Christopher K. Hulburt, such “investigation or inquiry” limited to a review of written files and information within the possession or direct control of such person.

“ Buyer Indemnified Parties ” has the meaning specified in Section  10.2 .

“ Buyer Parent’s Knowledge ” means the actual knowledge, after reasonably diligent investigation or inquiry, of Benjamin W. Hulburt, Matthew DeNezza, Thomas S. Liberatore and Christopher K. Hulburt.

“ Buyer Parent Preferred Stock ” has the meaning specified in Section  4.10.1 .

“ Buyer Parent Reports ” has the meaning specified in Section  4.11 .

“ Buyer Parent Stock Price ” means the Closing Date VWAP; provided, however, that (i) if the Closing Date VWAP is less than $2.35, then the Buyer Stock Price shall be equal to $2.35, and (ii) if the Closing Date VWAP is more than $2.60 then the Buyer Stock Price shall be equal to $2.60.

“ Buyer’s Tax Returns ” has the meaning specified in Section  5.5.4 .

“ Casualty ” means volcanic eruptions, acts of God, terrorist acts, fire, explosion, earthquake, wind storm, flood, drought, condemnation, the exercise of eminent domain,

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confiscation or seizure, or other casualty, but excluding any loss, damage or reduction in value as a result of depreciation, ordinary wear and tear, and any change in condition of the Properties for production of Hydrocarbons through normal depletion (including the watering out of any well, collapsed casing, or sand infiltration of any well).

“ Casualty Loss ” has the meaning specified in Section  2.10 .

“ CERCLA ” has the meaning specified in the definition of Environmental Law.

“ Closing ” means the closing and consummation of the transactions contemplated by this Agreement, either at the First Closing or Second Closing, as applicable and/or as specified.

“ Closing Date VWAP ” means the Reference VWAP based on the date of the First Closing or Second Closing, as applicable.

“ Code ” means the Internal Revenue Code of 1986, as amended, and any successor statute thereof.

“ Confidentiality Agreement ” means that certain Confidentiality Agreement dated May 23, 2017, by and between Buyer and Seller.

“ Consent ” means, other than a consent that is customarily obtained post-closing, any consent, approval, authorization or permit of, or filing with or notification to, any Person which is required to be obtained, made or complied with for or in connection with any sale, assignment or transfer of any Property or any interest therein.

“ Consultant ” has the meaning specified in Section  2.2.10 .

“ Contracts ” has the meaning specified in the definition of Properties.

“ Common Stock ” has the meaning specified in the introductory paragraph of Section  2 .

“ Control ” shall mean (a) the possession, directly or indirectly, of the power to direct the management or policies of an entity, whether through the ownership of voting securities, by contract or otherwise, or (b) the ownership, directly or indirectly, of more than fifty percent (50%) of the voting securities or other voting interest of an entity.

“ Covered Counties ” has the meaning specified in Section  15.22 .

“ Cure Period ” has the meaning specified in Section  2.2.9.A .

“ Defect Notice ” has the meaning specified in Section  2.2 .

“ Defect Notice Date ” has the meaning specified in Section  2.2 .

“ Defect Property ” has the meaning specified in Section  2.2.9.B.

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“ Defensible Title ” means that title of the Seller to the Real Property Interests or Wells that although not constituting perfect, merchantable or marketable title, is such which, subject to Permitted Encumbrances, as of the Closing:

“ Disputed Defect ” has the meaning specified in Section  2.2.9.B.

“ Dollar ” means the United States of America dollar.

“ Dominion Farmout Agreement ” means that certain Farmout Agreement dated July 14, 2015, by and between Operator (as such term is defined therein) and Dominion Transmission, Inc., as the same may be amended from time to time.

“ Easements ” has the meaning specified in the definition of Properties.

“ Eclipse Stockholder Approval ” means the approval of the issuance of the Stock Consideration by the affirmative vote of the holders of, or the execution and delivery to Buyer Parent of a written consent by the holders of, a majority of the outstanding shares of Common Stock entitled to vote thereon.

“ Effective Time ” means September 1, 2017.

“ Environmental Defect ” means, as to the Real Property Interests or Wells, the violation of or failure to meet requirements or standards that are applicable to such Real Property

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Interest or Well under applicable Environmental Laws where such violation or failure and such requirements or standards are in effect as of the Effective Time; provided that the phrase does not include non-mandatory operating practices or standards that may be employed or adopted by other oil or gas well operators or recommended by a Governmental Authority, and provided further that the term “Environmental Defects” excludes any of the foregoing liabilities to the extent caused by or relating to NORM or otherwise disclosed in any Schedule.

“ Environmental Law ” means any Law relating to the environment, health and safety, hazardous materials, industrial hygiene, natural resources, the environmental conditions on, under, or about any of the Properties, including soil, groundwater, and indoor and ambient air conditions, or the reporting or remediation of environmental contamination, and includes, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, including the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. § 9601 et seq. (“ CERCLA ”); the Resource Conservation and Recovery Act, including the Hazardous and Solid Waste Amendments Act of 1984, 42 U.S.C. § 6901 et seq. (“ RCRA ”); the Federal Water Pollution Control Act, 33 U.S.C. § 1251 et seq.; the Clean Air Act, 42 U.S.C. § 7401 et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1471 et seq.; the Toxic Substances Control Act, 15 U.S.C. §§ 2601 through 2629; the Oil Pollution Act, 33 U.S.C. § 2701 et seq.; the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001 et seq.; the Safe Drinking Water Act, 42 U.S.C. §§ 300f through 300j; the Rivers and Harbors Act of 1899, 33 U.S.C. § 401 et seq.; and the Occupational Safety and Health Act, 29 U.S.C. § 651 et seq.; and any state analogues thereto; the Pennsylvania Oil and Gas Act, 58 P.S. §§ 601.101 through 601.605; the Pennsylvania Coal and Gas Resource Coordination Act, 58 P.S. §§ 501 through 518; the Pennsylvania Oil and Gas Conservation Law, 58 P.S. §§ 401 through 419; the Pennsylvania Clean Streams Law, 35 P.S. §§ 691.1 through 691.1001; the Pennsylvania Solid Waste Management Act, 35 P.S. §§ 6018.101 through 6018.1003; the Pennsylvania Dam Safety and Encroachments Act, 32 P.S. §§ 693.1 through 693.27; the Pennsylvania Worker and Community Right to Know Act, 35 P. S. §§7301 through 7320; the regulations thereunder; as any of the foregoing may be amended as of the Effective Time.

“ Environmental Obligations ” has the meaning specified in the definition of Assumed Obligations.

“ Escrow Account ” means the escrow account established pursuant to the Escrow Agreement.

“ Escrow Agent ” means Computershare Trust Company, N.A. or such other escrow agent mutually agreed upon by the Parties.

“ Escrow Agreement ” means the escrow agreement to be entered into at the First Closing, if applicable, by and among Seller, Buyer and the Escrow Agent, in customary form and substance reasonably satisfactory to the Parties and reflecting such terms mutually agreed upon by the Parties and the Escrow Agent.

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“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Excluded Assets ” means:

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“ Execution Date ” has the meaning specified in the introductory paragraph.

“ Final Statement ” has the meaning specified in Section  2.8 .

“ First Closing ” means the closing that occurs on the First Closing Date.

“ First Closing Date ” means the first Business Day immediately following the 20th calendar day after the date that the Information Statement is mailed to the Company’s stockholders that are entitled to notice thereof, unless changed by the mutual written agreement of the Parties.

“ First Closing Statement ” has the meaning specified in Section  2.7 .

“ First Closing Statement Date ” has the meaning specified in Section  2.7 .

“ Fundamental Representations ” means the representations and warranties in Sections 3.2 , 3.3 , 3.10 , 3.11 , 4.2 , 4.3 , 4.5 , 4.6 and 4.10 .

“ Found Acreage ” has the meaning specified in Section  15.22 .

“ Found Acreage Notice ” has the meaning specified in Section  15.22 .

“ GAAP ” means generally accepted accounting principles, consistently applied, as recognized by the U.S. Financial Accounting Standards Board (or any generally recognized successor). The requisite that such principles be consistently applied means that the accounting principles in a current period are comparable in all material respects to those applied in preceding periods.

“ G  & G Data ” means geological or geophysical information constituting proprietary seismic data, studies, core samples and information to be covered by license agreements and any geological or geophysical information related to the Real Property Interests or Wells.

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“ Gas Imbalances ” means any gas production, pipeline, storage, processing, transportation or other imbalance or unsatisfied through-put obligations attributable to Hydrocarbons produced from the respective Seller’s interest in Wells or any interests pooled or unitized therewith.

“ Governmental Authority ” means any national, state, county, municipal, or multi-jurisdictional government or division thereof, domestic or foreign, any agency, board, bureau, commission, court, department or other instrumentality of any such government, or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power, or any court or governmental tribunal or arbitrator in any case that has jurisdiction over any of the Parties or any of their respective properties or assets.

“ Governing Documents ” means (a) the articles or certificate of formation or incorporation, all certificates of determination and designation, and the bylaws of a corporation; (b) the partnership agreement and any statement of partnership of a general partnership; (c) the limited partnership agreement and the certificate or articles of limited partnership of a limited partnership; (d) the operating agreement, limited liability company agreement and the certificate or articles of organization or formation of a limited liability company; (e) any charter or similar document adopted or filed in connection with the creation, formation or organization of any other Person; and (f) any amendment to any of the foregoing.

“ Hazardous Substance ” means (i) any “hazardous waste” or “solid waste” as defined under RCRA or under any applicable state analogue; (ii) any “hazardous substance” as defined by CERCLA and regulations promulgated thereunder or under any state analogue; (iii) any Hydrocarbons; (iv) any petroleum-based products, by-products, or waste materials; (v) NORM; (vi) any other substance that, pursuant to Environmental Laws, requires special handling or notification of any Governmental Authority in its production, collection, usage, storage, transport, treatment, or disposal; and (vii) any other chemical, substance, or waste that is regulated under any Environmental Law, including, without limitation, asbestos, asbestos-containing materials, and polychlorinated biphenyls.

“ Hydrocarbons ” means oil, condensate, gas, casinghead gas, and other liquid or gaseous hydrocarbons produced in association therewith.

“ Income Taxes ” means any income, capital gains, franchise, gross receipts and similar Taxes.

“ Individual Claim ” has the meaning specified in Section  10.6.1 .

“ Individual Defect Threshold ” has the meaning specified in Section  2.2.1 .

“ Information Statement ” has the meaning specified in Section  5.7.1 .

“ Joint Escrow Instruction ” has the meaning specified in Section  2.9.2 .

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“ Lands ” means the lands covered by the Real Property Interests and all lands pooled or unitized therewith.

“ Laws ” means any and all applicable laws, statutes, acts, constitutions, fundamental principles of common law, ordinances, permits, decrees, writs, injunctions, orders, codes, judgments, directives, decrees, rules, regulations, or governmental guidelines or interpretations having the force of law or other legally enforceable requirements (including Environmental Laws) that are promulgated, issued, adopted, implemented or enacted by or under the authority of any Governmental Authority having jurisdiction.

“ Lien ” means any lien, mortgage, security interest, pledge, charge, encumbrance, or other arrangements substantially equivalent thereto, but does not include any production payment, net profits interest, overriding royalty interest or similar interest to the extent any such interest does not reduce Seller’s Net Revenue Interest below that shown on Exhibit A .

“ Market Price ” means three dollars ($3.00) per mcf.

“ Material Adverse Effect ” means any fact, event, circumstance, change, occurrence, effect, result, consequence, condition or matter that would, or would reasonably be expected to, individually or in the aggregate, (a) materially adversely affect the Properties or the operations, rights, results of operations or the value of the Properties taken as a whole, or (b) materially impair, prevent or delay either Party’s ability to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreement; provided, however , that, in any event, the following shall not be deemed to constitute, create or cause a Material Adverse Effect: any changes, circumstances or effects (i) that affect generally the oil and/or gas industry, such as fluctuations in the price of oil and gas, or that result from international, national, regional, state or local economic conditions, from general developments or from other general economic conditions, facts or circumstances, including changes in Tax policy or other fiscal conditions, that are not subject to the control of the relevant Party, (ii) that result from any of the transactions contemplated in this Agreement or the public announcement thereof, (iii) that result from conditions or events resulting from an outbreak or escalation of hostilities (whether nationally or internationally), or the occurrence of any other calamity or crisis (whether nationally or internationally), including the occurrence of one or more terrorist attacks or acts of God or natural disasters, or (v) that result from acts or failures to act of any Governmental Authorities and changes in Laws from and after the Execution Date.

“ Mineral Deed ” means the Mineral Deed, in substantially the same form attached hereto as Exhibit H .

“ Net Acre ” means, as calculated separately with respect to each Target Formation for each Real Property Interest, (a) the number of gross acres of land covered by such leasehold interest, multiplied by (b) the undivided fee simple oil and gas mineral interest (expressed as a percentage) in the Target Formation Hydrocarbons in the Lands covered by such Real Property Interest, multiplied by (c) the Seller’s Working Interest in such Real Property interest with respect to such Target Formation (provided, however, if items

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(b) and (c) vary as to different areas of such Lands covered by such leasehold interest, a separate calculation shall be performed with respect to each such area). By way of example and without limiting the foregoing, Seller shall own fifty (50) Net Acres (a) in a tract of one hundred (100) acres, (b) in which lessor owns fifty percent (50%) of the oil and gas minerals within the Target Formation under said tract, and (c) of which Seller owns or controls by lease or otherwise one hundred percent (100%) of the working interest in the Target Formation.

“ Net Revenue Interest ” (or “ NRI ”) means the decimal interest in and to all production of Hydrocarbons produced and saved or marketed from or allocated to the relevant Property after giving effect to all valid lessors’ royalties, overriding royalties, nonparticipating royalties, net profits interests, production payments, carried interests, reversionary interests, and other burdens upon, measurable or payable out of production therefrom, and with respect to a Lease, limited to the applicable Target Formation.

“ Nonconsented Interest ” has the meaning specified in Section  2.3.6 .

“ NORM ” shall mean any naturally occurring radioactive materials.

“ NYSE ” shall mean the New York Stock Exchange.

“ Ordinary Course of Business ” means in the ordinary course of business consistent with past custom and practice.

“ Party ” and “ Parties ” have the meanings specified in the introductory paragraph.

“ Permits ” has the meaning specified in Section  3.6 .

“ Permitted Encumbrances ” means any of the following:

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“ Person ” means an individual, corporation, partnership, limited liability company, joint venture, association, joint stock company, trust, unincorporated organization or other entity or Governmental Authority.

“ PPR ” has the meaning specified in Section  2.3 .

“ Properties ” means all of Seller’s right, title and interest in and to the following, excluding the Excluded Assets:

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“ Purchase Price ” has the meaning specified in Section  2 .

“ RCRA ” has the meaning specified in the definition of Environmental Law.

“ Real Property Interests ” has the meaning set forth in the definition of Properties.

“ Records ” means all of the files, records and data (including electronic data and Tax data) of Seller relating to the Properties owned by Seller, including, but not limited to, lease files, land files, wells files, division order files, abstracts, title files (including title opinions), engineering and/or production files, maps and accounting records, environmental and health and safety files, regulatory files, correspondence, and

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operations files, in each case to the extent related to the Properties, Real Property Interests, Wells, Contracts and Easements, and excluding all of the Excluded Assets; provided, however , that Seller may retain the originals of such Records as Seller has determined may be required for litigation, Tax, accounting and auditing purposes.

“ Reference VWAP ” means the volume weighted average price per share of the Buyer Parent Common Stock as displayed under the heading “Bloomberg VWAP” on the Bloomberg page “ECR <equity> VWAP” (or its equivalent successor) in respect of the scheduled open of trading until the scheduled close of trading for the thirty (30) consecutive-day trading period ending on the second trading day immediately preceding the applicable date.

“ Registration Rights Agreement ” means the registration rights agreement to be entered into at the First Closing among Seller (and/or Seller’s designee(s), as applicable), Buyer and the Buyer Parent, in customary form and substance reasonably satisfactory to the Buyer Parent and the Parties and including the terms set forth in Exhibit D .

“ Restrictive Legend ” has the meaning specified in Section  3.23.5 .

“ Retained Liabilities ” means those liabilities and obligations of Seller arising from the following: (a) any Taxes allocated to Seller pursuant to Section  5.5 ; and (b) Third Party claims, demands, damages, costs and expenses, obligations or other liabilities with respect to bodily injury or death arising from operations on the Properties prior to the applicable closing Date insofar as (i) such claims are attributable to Seller’s interest in or operation of the Properties and (ii) the Buyer provides notice of an indemnifiable claim related to this sub-clause (b) on or before the second anniversary of the applicable Closing Date.

“ Rule 144 ” has the meaning specified in Section  3.23.1 .

“ Sarbanes-Oxley Act ” has the meaning specified in Section  4.11 .

“ Second Closing ” has the meaning specified in Section  2.2.9.C.

“ Second Closing Statement ” has the meaning specified in Section  2.7(b) .

“ Second Closing Statement Date ” has the meaning specified in Section  2.7(b) .

“ SEC ” has the meaning specified in Section  3.23.1 .

“ Securities Act ” has the meaning specified in Section  3.23.1 .

“ Seller Indemnified Parties ” has the meaning specified in Section  10.3 .

“ Seller’s Knowledge ” means the actual knowledge, after reasonably diligent investigation or inquiry, of Jim Addison, Ben Ellis, Greg Balash, Jack Cochran and Matt Hood, such “investigation or inquiry” limited to a review of written files and information within the possession or direct control of such person.

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“ Seller’s Tax Returns ” has the meaning specified in Section  5.5.4 .

“ Special Damages ” has the meaning specified in Section  15.16 .

“ Stock Consideration ” means the shares of Common Stock issued and delivered by Buyer Parent to Seller pursuant to Section  2 .

“ Straddle Period ” means any Tax period beginning before and ending on or after the date on which the Effective Time occurs.

“ Subsidiary ” means, with respect to any Person, any other Person (i) of which at least a majority of the outstanding voting securities or other voting equity interests, or at least a majority of any other interests having the power to direct or cause the direction of the management and policies of such other Person, are owned, directly or indirectly, by the first Person or its Subsidiary, (ii) with respect to which such first Person or its Subsidiary has the power to elect at least a majority of the board of directors or persons performing similar functions or (iii) with respect to which such first Person or its Subsidiary is a general partner or managing member.

“ Suspended Funds ” means proceeds of production which Seller is holding as of the First Closing Date which are owing to Third Party owners of royalty, overriding royalty, working or other interests in respect of past production of oil, gas or other Hydrocarbons attributable to the Properties, to the extent set forth on Exhibit A, Schedule 7 .

“ Taxes ” means taxes of any kind, levies or other like assessments, customs, duties, imposts, charges, escheat or fees, including income, gross receipts, ad valorem, value added, excise, real or personal property, asset, sales, use, royalty, license, payroll, transaction, capital, net worth and franchise taxes, withholding, employment, social security, workers compensation, utility, severance, production, unemployment compensation, occupation, premium, windfall profits, transfer and gains taxes or other governmental taxes imposed or payable to the United States or any other Governmental Authority, and in each instance such term shall include any interest, penalties or additions to tax attributable to any such Tax, including penalties for the failure to file any tax return or report.

“ Target Formation ” means, (a) with respect to each lease set forth on Exhibit A, Schedule 1, Part 1 , all depths below the surface, (b) with respect to each lease set forth on Exhibit A, Schedule 1, Part 2 , limited to those depths from 500 feet stratigraphically above the Upper Ordovician aged Utica Shale Formation Top, and 500 feet stratigraphically below the Upper Ordovician aged Point Pleasant Formation Base / Trenton Top, as seen by the interval of 11,157 feet TVD (Utica Shale Top of 11,657 feet – 500 feet = 11,157 feet) down to 12,469 feet TVD (Point Pleasant Base/Trenton Top of 11,969 feet + 500 feet = 12,469 feet) demarcated on the type log from the Ultra Resources Incorporated Marshlands Unit #2 Well, API Number 37-117-20181, Run #3, dated February 15, 2007, (b), and (c) with respect to each Well, all depths below the surface.

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“ Tax Return ” means any return, report or statement required to be filed with respect to any Tax (including any attachments thereto, and any amendment thereof), including any information return, claim for refund, amended return or declaration of estimated Tax.

“ Third Party ” means any Person other than a Party or an Affiliate of a Party.

“ Title Benefit ” has the meaning specified in Section  2.2.11 .

“ Title Defect ” means, as to Seller’s interest in a Real Property Interest or Well, any Lien, encumbrance, irregularity or defect that causes Seller’s title to the Target Formation of such Real Property Interest or Well to be less than Defensible Title as of the applicable Closing Date. Notwithstanding the foregoing, the following shall not be considered Title Defects:

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“ Top Lease ” means an oil and gas lease covering any Real Property Interest granted by a landowner during the existence of a previously executed and recorded oil, gas or mineral lease, and which is to become effective if and when the existing oil, gas or mineral lease expires or is terminated.

“ Transfer Taxes ” has the meaning specified in Section  15.20 .

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“ Wells ” has the meaning set forth in the definition of Properties.

“ Working Interest ” (or “ WI ”) means the decimal interest in and to a lease that is burdened with the obligation to bear and pay costs and expenses of maintenance, development and operations on or in connection with such lease, but without regard to the effect of any valid lessor royalties, overriding royalties, production payments, net profits interests and/or other similar burdens upon, measured by or payable out of production therefrom.

1.2     References . All references in this Agreement to Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions refer to the corresponding Exhibits, Schedules, Sections, paragraphs, subsections and other subdivisions of or to this Agreement unless expressly provided otherwise. Titles appearing at the beginning of any Sections, subsections or other subdivisions of this Agreement are for convenience only, do not constitute any part of this Agreement, and shall be disregarded in construing the language hereof. The words “this Agreement,” “herein,” “hereby,” “hereunder” and “hereof,” and words of similar import, refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The words “this Section” and “this subsection,” and words of similar import, refer only to the Section or subsection hereof in which such words occur. A defined term has its defined meaning throughout this Agreement regardless of whether it appears before or after the place where it is defined. The word “including” (in its various forms) means including without limitation. Examples are not to be construed to limit, expressly or by implication, the matter they illustrate. Each accounting term not defined herein, and each accounting term partly defined herein to the extent not defined, will have the meaning given to it under GAAP. All references to prices, values or monetary amounts refer to Dollars. Pronouns in masculine, feminine or neuter genders shall be construed to state and include any other gender, and words, terms and titles (including terms defined herein) in the singular form shall be construed to include the plural and vice versa, unless the context otherwise requires. Exhibits and Schedules referred to herein are attached to and by this reference incorporated herein for all purposes. Disclosure of a matter on a Schedule hereto shall not be deemed a determination by a Party that such matter is material for purposes of this Agreement. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date that is not a Business Day), then the date for giving such notice or taking such action (and the expiration of such period during which notice is required to be given or action taken) shall be the next day that is a Business Day.

ARTICLE 2

PURCHASE AND SALE PRICE

2.     Purchase and Sale; Purchase Price . At the First Closing, and upon the terms and subject to the conditions of this Agreement, Seller agrees to sell, convey, transfer, assign and deliver to the Buyer all of Seller’s right, title and interest in and to the Properties, and the Buyer agrees to purchase, accept and pay for the Properties and to assume the Assumed Obligations. In consideration for the sale of the Properties, Buyer Parent will issue and deliver to the Seller that number of validly issued, fully paid and non-assessable shares of common stock, par value $0.01 per share, of Buyer Parent (the “ Common Stock ”) equal to the quotient obtained by dividing (i) ninety three million seven hundred thousand Dollars ($93,700,000.00) (the “ Purchase Price ”),

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as such Purchase Price may be adjusted pursuant to this Agreement, by (ii) the Buyer Parent Stock Price. No fractional shares of Common Stock shall be payable hereunder, and any payments shall be rounded to the nearest whole shares of Common Stock. The Stock Consideration will be issued in book-entry form with such issuance confirmed to the Seller by a letter of issuance from Buyer Parent’s transfer agent. The Purchase Price will be allocated among the Properties in accordance with Section  2.11 and adjusted (without duplication) as follows:

2.1     Title and Environmental Defects . (a) Subject to the terms of this Article 2 , the Purchase Price will be (i) decreased by the Allocated Value of the Title Defects and Environmental Defects that are not cured as of the expiration of the Cure Period that are in excess of the Individual Defect Threshold, and that, after offsetting Title Benefits, exceed the Aggregate Defect Threshold, but only to the extent of such excess, or (ii) increased for the net amount of Title Benefits that exceed all Title Defects in excess of the Individual Defect Threshold, in each case, in accordance with this Section  2.1 ; and (b) any adjustments to the Purchase Price based on subpart (a)(i) or (ii) hereof will be made by the Parties in accordance with the provisions of this Article 2 . Subject to the limitations set forth herein, the Buyer may conduct, at its sole risk, cost and expense, the Assessment in order to determine whether any Title Defects or Environmental Defects exist.

2.2     Defect Notice . The Buyer may deliver to Seller, on or before January 9, 2018 (the “ Defect Notice Date ”), a written notice specifying each defect associated with the Real Property Interests or Wells that the Buyer identified in its Assessment and that the Buyer asserts constitutes a Title Defect or an Environmental Defect, a specific description of each such Title Defect or Environmental Defect, and the basis for such assertion under the terms of this Agreement, the amount of the adjustment to the Purchase Price that the Buyer asserts based on such Title Defect or Environmental Defect and its method of calculating such adjustment, together with all data and information evidencing the Buyer’s review of public record or other information establishing the claim of the existence of such Title Defect or Environmental Defect sufficient to allow Seller to verify the existence of the alleged Title Defect or Environmental Defect (the “ Defect Notice ”). The Buyer shall bear the burden of proof to establish each alleged Title Defect or Environmental Defect in accordance with the terms of this Agreement. Any matters that may otherwise constitute Title Defects or Environmental Defects, but of which the Seller has not been specifically notified by the Buyer in writing by the Defect Notice Date in accordance with the foregoing, shall not be subject to a Purchase Price Adjustment and shall be deemed waived by the Buyer. All adjustments to the Purchase Price based on Title Defects or Environmental Defects will be based on the Allocated Values attributable to the affected Property, but in no event shall any such adjustment exceed the Allocated Value attributed to the affected Property. Upon timely delivery of a Defect Notice of a Title Defect or Environmental Defect under this Section  2.2 , the Buyer and the Seller will in good faith negotiate the validity of the claim and the amount of any adjustment to the Purchase Price using the following criteria:

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2.3     Preferential Purchase Rights; Consents . Within five (5) Business Days after the Execution Date, the Seller shall provide any required notifications to Persons identified on Schedule 3.12 of a preferential purchase right, right of first refusal or other agreement which gives a Third Party a right to purchase a Real Property Interest or Well (or any part thereof) (a “ PPR ”), requesting waivers thereof, in connection with the transactions contemplated hereby, and shall send notice letters to each holder of a PPR as indicated on Schedule 3.12 in accordance with the terms of such PPR. Within five (5) Business Days after the Execution Date, the Seller shall send letters seeking all applicable consents from Third Parties holding a Consent right. The Seller shall thereafter use its commercially reasonable efforts to attempt to obtain such Consents, and the Buyer shall reasonably assist the Seller in such effort.

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2.4     Gas Imbalances . The Purchase Price will be adjusted upward or downward, as applicable, by (a) the net mmbtu amount of Seller’s aggregate wellhead gas imbalances as of the Effective Time, multiplied by the actual settlement price per mmbtu (upward for underage and downward for overage), and (b) the mmbtu amount of any pipeline imbalances or unsatisfied throughput obligations attributable to the Properties as of the Effective Time, multiplied by the actual settlement price per mmbtu (upward for over deliveries and downward for under deliveries).

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2.5     Certain Upward Adjustments . The Purchase Price shall be increased by the following (without duplication): (a) the value of all merchantable allowable oil or other liquid Hydrocarbons in storage above the pipeline connection at the Effective Time that is credited to the Properties, such value to be the current Market Price at the Effective Time, less Asset Taxes attributable to such oil or other liquid Hydrocarbons and paid by Seller; (b) the amount of all expenditures incurred in connection with the ownership, operation and maintenance of the Properties (including capital expenditures, rentals, overhead, royalties, prepayments, operating, drilling and completion costs) and, without duplication, any charges and expenses billed under applicable operating agreements and attributable to the period on or after the Effective Time; (c) the amount of any and all prepaid utilities, rentals, deposits and any other prepays (other than Taxes) applicable to the period on or after the Effective Time that are attributable to the Properties; (d) the amount of any Asset Taxes (other than Asset Taxes accounted for in clause (a) above) allocable to the Buyer pursuant to Section  5.5 but paid or payable (or otherwise economically borne) by the Seller; and (e) any other amount agreed upon by the Buyer and the Seller.

2.6     Certain Downward Adjustments . The Purchase Price shall be decreased by the following (without duplication): (a) the amount of any proceeds received by the Seller from the sale of Hydrocarbons produced from and after the Effective Time from the Properties (net of (i) royalties and other burdens, (ii) marketing fees, (iii) all post-production costs, and (iv) Asset Taxes attributable to such Hydrocarbons paid by the Seller; provided , that on oil the amount shall be the amount actually paid by the purchaser to the Seller); (b) the amount of any Asset Taxes (other than Asset Taxes accounted for in clause (a)(iv) above) allocable to the Seller pursuant to Section  5.5 but paid or payable (or otherwise economically borne) by the Buyer; (c) the amount of the Escrow Account; (d) the amount set forth on Schedule 3.13 with respect to those Real Property Interests with deferred bonus payment arrangements less the amounts that have been paid on or before the First Closing in accordance with Section   5.2.2 ; (e) any other amount agreed upon by the Buyer and the Seller.

2.7     Closing Estimates .

(a)    On or before three (3) Business Days prior to the First Closing Date (the “ First Closing Statement Date ”), the Seller (with the cooperation of the Buyer) will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer a statement (the “ First Closing Statement ”) setting forth each adjustment to the Purchase Price required under this Agreement (except as otherwise set forth in Section  2.1 and Section  2.2 ) and showing the calculation of such adjustments. The First Closing Statement, as agreed upon by the Parties, will be used to adjust the Purchase Price at First Closing. Seller and Buyer acknowledge that some items in the First Closing Statement may be estimates or otherwise subject to change in the Final Statement. If the Parties do not agree upon an adjustment set forth in the First Closing Statement, then the amount of such adjustment used to adjust the Purchase Price at the First Closing shall be that amount set forth in the First Closing Statement delivered by Seller to Buyer. Any payment made pursuant to this Section  2.7(a) shall not constitute a waiver of Buyer’s or Seller’s rights, and any final adjustments, if necessary, will be made pursuant to Section  2.8 .

(b)    On or before three (3) Business Days prior to the Second Closing (the “ Second Closing Statement Date ”), the Seller (with the cooperation of the Buyer) will prepare,

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in accordance with the provisions of this Agreement, and deliver to the Buyer a statement (the “ Second Closing Statement ”) setting forth each adjustment to the Purchase Price required under this Agreement (except as otherwise set forth in Section  2.1 and Section  2.2 ) and showing the calculation of such adjustments. The Second Closing Statement, as agreed upon by the Parties, will be used to adjust the Purchase Price at the Second Closing. Seller and Buyer acknowledge that some items in the Second Closing Statement may be estimates or otherwise subject to change in the Final Statement. If the Parties do not agree upon an adjustment set forth in the Second Closing Statement, then the amount of such adjustment used to adjust the Purchase Price at the Second Closing shall be that amount set forth in the Second Closing Statement delivered by Seller to Buyer. Any payment made pursuant to this Section  2.7(b) shall not constitute a waiver of Buyer’s or Seller’s rights, and any final adjustments, if necessary, will be made pursuant to Section  2.8 .

2.8     Final Accounting . On or before one hundred and twenty (120) days after the First Closing or, if a Second Closing occurs, the Second Closing, the Buyer (with the cooperation of the Seller) will prepare, in accordance with the provisions of this Agreement, and deliver to the Seller a post-closing statement setting forth a detailed calculation of all final adjustments to the Purchase Price which takes into account all such adjustments provided in this Agreement (except as otherwise set forth in Section  2.1 and Section  2.2 ) (the “ Final Statement ”). If the Seller disputes any items in the Final Statement, then as soon as reasonably practicable, but in no event later than sixty (60) days after its receipt of the Final Statement, the Seller will deliver to Buyer a written exception report containing any changes the Seller proposes to be made to the Final Statement. If the Seller fails to deliver such exception report to the Buyer within that period, the Final Statement as delivered by the Buyer will be deemed to be true and correct, binding upon and not subject to dispute by any Party. If the Seller delivers an exception report, as soon as reasonably practicable, but in no event later than thirty (30) days after the Buyer receives the Seller’s exception report, the Parties will meet and/or otherwise undertake to agree on the final post-Closing adjustments. If the Parties fail to agree on the final post-Closing adjustments within sixty (60) days after the Buyer’s receipt of the Seller’s exception report, any Party will be entitled to submit the dispute for resolution by the Accounting Referee. The cost of the Accounting Referee shall be paid fifty percent (50%) by the Seller and fifty percent (50%) by the Buyer (in cash, not shares of Common Stock). The Seller and the Buyer shall each present to the Accounting Referee, with a simultaneous copy to the other Party, a written statement of its position on the disputes in question, together with a copy of this Agreement, the First Closing Statement, the Second Closing Statement (if applicable), the proposed Final Statement and the Seller’s written exception report and any supporting material that such Party desires to furnish, not later than ten (10) Business Days after appointment of the Accounting Referee. In making its determination, the Accounting Referee shall be bound by the terms of this Agreement and, without any additional or supplemental submittals by either Party, may consider such other accounting and financial standards matters as in its opinion are necessary or appropriate to make a proper determination. The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after receipt of the written statements submitted for review and to render a decision in writing based upon such written statements. In determining the proper amount of any adjustment to the Purchase Price, the Accounting Referee shall not increase the Purchase Price more than the increase proposed by the Buyer nor decrease the Purchase Price more than the decrease proposed by the Seller, as applicable. The Accounting Referee shall act as an expert for the limited purpose of determining the specific Final Statement dispute presented to it,

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shall not act as an arbitrator or mediator, shall not consider, hear or decide any matters except the specific Final Statement disputes presented and shall not award damages, interest or penalties (including punitive or exemplary damages, lost profits, consequential, special or indirect damages) to either Party. In addition, the Accounting Referee shall agree in writing to keep strictly confidential the specifics and existence of any matters submitted as well as all proprietary records of the Parties, if any, reviewed by the Accounting Referee in the process of resolving such disputes. Upon agreement of the Parties to the adjustments to the Final Statement, or upon resolution of such adjustments by the Accounting Referee, as the case may be, the Final Statement (as adjusted pursuant to such agreement or resolution by the Accounting Referee) will be deemed final and binding on all of the Parties, and the aggregate amount due to either the Buyer or the Seller pursuant to such Final Statement will be paid in accordance with Section  2.9 .

2.9     Payments .

2.10     Casualty Loss . If, after the Execution Date but prior to the applicable Closing Date, any portion of the Properties is destroyed or taken as a result of a Casualty (a “ Casualty Loss ”), the Buyer will nevertheless be required to close and such Casualty Loss shall be treated

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as a downward Purchase Price adjustment equal to the lesser of (a) the Allocated Value of the Property affected by such Casualty Loss or (b) the amount of such Casualty Loss.

2.12     Abarta Lease . Prior to the First Closing, Seller shall use commercially reasonable efforts to assist Buyer in obtaining an oil and gas lease covering that certain 187.35 acre tract in Westfield Township, Tioga County as more fully described in that certain letter agreement by and between Travis Peak Resources, LLC and Martin C. and Joyce E. Heyler with a lease bonus not to exceed $1,000.00 per Net Acre on terms consistent with the leases for comparable property among the Real Property Interests set forth on Exhibit A, Schedule 1 Part 1 .

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ARTICLE 3

SELLER’S REPRESENTATIONS AND WARRANTIES

3.     Seller ’ s Representations and Warranties . Seller hereby represents and warrants to the Buyer, as of the Execution Date and the applicable Closing Date, as follows:

3.1     Organization, Good Standing, Etc . Seller (a) is a limited liability company and is duly organized, validly existing, and in good standing under the Laws of the State of Delaware, (b) is duly qualified to do business in the Commonwealth of Pennsylvania, and (c) has all requisite limited liability company power and authority to own, lease and operate the Properties and to conduct its business as it is presently being conducted.

3.2     Authorization . Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement and has adequate power, authority and legal right to enter into, execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Seller and, assuming due execution and delivery by each of the other parties, is legal, valid and binding with respect to Seller and is enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally. No vote or approval of the members of Seller is required with respect to the transactions contemplated by this Agreement.

3.3     No Breach . Except as disclosed in Schedule 3.3 , the execution, delivery, performance and consummation of this Agreement does not and will not: (a) violate, conflict with or constitute a default or an event that, with notice or lapse of time or both, would be a default, breach or violation under any term or provision of the Governing Documents of the Seller; (b) result in a material default or an event that would be a default, breach or violation under any agreement, contract, promissory note, indenture, mortgage, deed of trust or lease to which Seller is a party or by which Seller or any of the Properties is bound, except for any such violation, conflict or default that has been waived or consented to by the appropriate counterparty; (c) violate, conflict with or constitute a breach of in any material respect any Law applicable to Seller or by which Seller or any of the Properties is bound; or (d) except for Permitted Encumbrances, result in the creation, imposition or continuation of any Lien on or affecting the Properties. Seller is not in breach or default (and no situation exists which with the passing of time or giving of notice would create a breach or default) of its obligations under any of the Properties to the extent such breach or default could reasonably be expected to materially adversely affect the ownership, exploration, development, operation, maintenance, value or use of any of the Properties. To the Seller’s Knowledge, no other party is in breach or default (and no situation exists which with the passing of time or giving of notice would create a breach or default) of its obligations with respect to any of the Properties to the extent such breach or default could reasonably be expected to materially adversely affect the ownership, exploration, development, operation, maintenance, value or use of any of the Properties.

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3.4     Litigation . Except as disclosed in Schedule 3.4 , (a) there is no action, suit or proceeding pending or, to Seller’s Knowledge, threatened in writing against Seller or its Affiliates involving the Properties, and (b) there is no action, suit or proceeding pending or, to Seller’s Knowledge, threatened before or by any Governmental Authority questioning the validity of or seeking to prevent the consummation of this Agreement or any other action taken or to be taken in connection herewith.

3.5     Taxes . Except as disclosed in Schedule 3.5 , (a) all Tax Returns relating to or in connection with the acquisition, ownership, or operation of the Properties required to be filed have been timely filed and all such Tax Returns are correct and complete in all material respects, (b) all Taxes relating or applicable to the acquisition, ownership or operation of the Properties (including Asset Taxes) that are or have become due have been timely paid in full, and are not delinquent, (c) there is not currently in effect any extension or waiver of any statute of limitations of any jurisdiction regarding the assessment or collection of any Tax relating to the acquisition, ownership or operation of the Properties, (d) all Tax withholding and deposit requirements imposed by applicable law with respect to any of the Properties or the business of Seller have been satisfied in full in all respects, (e) there are no Liens on any of the Properties for Taxes (other than Permitted Encumbrances), (f) except for Taxes not yet due and payable, Seller has not received written notice of any claim from any Governmental Authority for collection of Taxes with respect to the Properties, (g) there are no administrative or judicial proceedings pending with the respect to Taxes relating to or in connection with Seller’s acquisition, ownership or operation of the Properties, and (h) none of the Properties are subject to any tax partnership under Section 761 of the Code requiring a tax partnership income Tax Return to be filed under Subchapter K of Subtitle A of the Code.

3.6     Permits . Seller has all licenses, orders, franchises, registrations and permits of all Governmental Authorities required for the ownership and operation of the Properties (excluding those required under Environmental Laws) (the “ Permits ”), and each is in full force and effect and has been duly and validly issued, except where the absence of which, singly or in the aggregate, would not have a Material Adverse Effect. There are no outstanding violations of any of its material Permits.

3.7     Compliance with Laws . Seller has materially complied with, and to Seller’s Knowledge, the Properties have been operated in material compliance with, all applicable Laws (other than Environmental Laws).

3.8     Contracts . Seller has listed the following in Schedule 3.8 which are directly related to or materially affect or burden the Properties: (a) all joint venture, area of mutual interest, participation, purchase and/or acquisition agreements for which any terms remain executory (excluding oil, gas and mineral leases); (b) all material Hydrocarbon purchase contracts, gathering contracts, transportation contracts, marketing contracts, and disposal or injection contracts which are not, by the terms thereof, subject to termination without penalty upon ninety (90) days or less notice; (c) all net profits interests; (d) the contracts and agreements between Seller and any of its Affiliates and between Seller and EnCap and any Portfolio Company which will be binding on the Buyer after First Closing or which are not subject to termination as described in (b) above; (e) any contract that can reasonably be expected to result in aggregate payments by Seller of more than One Hundred Thousand Dollars ($100,000) during

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the current or any subsequent year; (f) any indenture, mortgage, loan, credit or sale-leaseback or similar contract that will not be terminated at or prior to the First Closing; (g) any lease (other than the Real Property Interests); (h) any contract that constitutes a non-competition agreement or any contract that purports to restrict, limit or prohibit the manner in which, or the locations in which, Seller conducts business, including area of mutual interest agreements and similar agreements; (i) any contract that provides for any most favored nation provision with respect to taking any Hydrocarbons leases, (j) any hedge, swap, collar or similar contract; (k) any partnership agreement; (l) any seismic or other geophysical contract, but only to the extent such contract may be disclosed; (m) any contract requiring the drilling of any well or the development of any such leasehold other than such requirements to drill a well or develop the leasehold rights that may arise under an implied duty to develop under applicable Law; (n) any contract that grants any “tag along” or “drag along” rights with respect to any sale of the Properties; or (o) any contract to which an Affiliate of Seller is a party. Seller is not and, to Seller’s Knowledge, no other party is in default under any contract listed in Schedule 3.8 except as disclosed in Schedule 3.8 and except, in each case, such defaults as would not, individually or in the aggregate, have a Material Adverse Effect.

3.9     Environmental and Safety Matters . Except as may directly arise from information identified or described with reasonable specificity in the reports or other documents disclosed on Schedule 3.9 or otherwise set forth therein: (a) to Seller’s Knowledge, the Properties and the operation thereof are in compliance with applicable Environmental Laws, including obligations to obtain and maintain Permits required under Environmental Laws and comply with the terms of such Permits, except for incidents of noncompliance that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (b) Seller has not received any written notice alleging noncompliance with Environmental Laws and, to Seller’s Knowledge, no such notice of noncompliance is threatened or pending; (c) to Seller’s Knowledge, there have been no releases of any Hazardous Substances at, on, or underlying any of the affected Property, except as would occur in the normal course of business by a reasonably prudent operator and would not reasonably be expected to result in an obligation to conduct a remedial investigation for impacts to soil or groundwater from such a release or to remediate impacts to soil or groundwater associated with the release; (d) to Seller’s Knowledge, there are no Hazardous Substances present in or on the soil sediments, surface water or groundwater on, under or from, or migrating, from any of the affected Property in concentrations that are reasonably likely to give rise to an obligation to conduct an investigation for impacts to soil or groundwater from such a release or a remedial action to address soil or groundwater impacts resulting from the release; (e) neither Seller nor the affected Properties are subject to any order, consent decree, settlement agreement, or similar decree that has been imposed pursuant to Environmental Laws, and to Seller’s Knowledge, no such decree is pending or threatened; (f) except as would be conducted by a reasonably prudent operator in the normal course of business, Seller has not disposed or arranged for the disposal of any Hazardous Substances in connection with Seller’s ownership, use, operation, or maintenance of the affected Property, and to Seller’s Knowledge, no Person has undertaken such activities on behalf of Seller, in each case, in a manner that may reasonably lead to claims against Buyer for remedial or investigatory work concerning damages to natural resources or the environment; and (g) Seller has provided Buyer with copies of all reports in its possession or reasonable control reflecting compliance with Environmental Laws, releases of Hazardous Substances, and remedial investigations or obligations, in each case with regard to the affected Property. Notwithstanding any other provision of this Agreement, the

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representation and warranty in this Section  3.9 shall be the sole and exclusive representation or warranty with respect to environmental matters and/or Environmental Laws and no other representation or warranty appearing in this Agreement shall be construed to cover any environmental matters or Environmental Laws.

3.10     Broker ’ s or Finder ’ s Fees . Seller has not incurred and will not incur any liability, contingent or otherwise, for brokers’ or finders’ fees in respect of the transactions contemplated by this Agreement for which the Buyer will have any responsibility whatsoever or that could create a Lien upon any Property.

3.11     Bankruptcy . There are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by, or, to Seller’s Knowledge, threatened against Seller or any Affiliate of Seller. Immediately after giving effect to this Agreement and the transactions contemplated hereby, each of Seller and its Affiliates shall be solvent and shall: (i) be able to pay its debts as they become due; (ii) own property that has a fair saleable value greater than the amounts required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities); and (iii)  have adequate capital to carry on its business.

3.12     Preferential Rights of Purchase and Consents to Assign . Except as disclosed in Schedule 3.12 , no Property is subject to any (a) PPR which gives a Third Party the right to purchase any interest in a Property (or any part thereof) (except preferential rights, consents and restrictions contained in easements, rights-of-way, or equipment leases) or (b) Consent of any Third Party to the sale and conveyance of the Properties as provided for in this Agreement.

3.13     Royalties . All royalty, shut-in royalty, bonus, deferred bonus, advance delay rentals, delay rentals, option payments, and other similar payments owed or due by Seller under the Real Property Interests as of the Effective Time have been timely paid and properly paid in full or will have been so paid as to the Real Property Interests, prior to the Effective Time. Schedule 3.13 identifies the Real Property Interests that are subject to payment terms pursuant to which the lessor is entitled to receive bonus payments on a deferred or installment payment basis, and such schedule sets forth the remaining balance payable on each such Real Property Interest. To Seller’s Knowledge, all royalty, shut-in royalty, bonus, deferred bonus, advance delay rentals, delay rentals, option payments, and other similar payments owed or due by a Third Party under the Real Property Interests as of the Effective Time have been timely paid and properly paid in full or will have been so paid as to the Real Property Interests, prior to the Effective Time.

3.14     Obligations . Except as provided on Schedule 3.14 , Seller has no obligation to deliver or sell Hydrocarbons produced from or attributable to any Seller lease pursuant to any take-or-pay, prepayment, imbalance, call on production or similar arrangement. Except for any obligations to drill that may arise under an implied duty to develop under applicable Law, neither Seller nor its Affiliates is obligated to drill any wells on the lands underlying the Real Property Interests (or any lands pooled or unitized therewith).

3.15     Commitments . Except as set forth in Schedule 3.15 , neither Seller nor any of its Affiliates have entered into any gathering, processing, compression, stabilization, transportation, fractionation, processing, water or similar agreement that purports to dedicate the Real Property

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Interests or the production of Hydrocarbons therefrom, or that contains a minimum volume commitment or similar commitment or provides for the payment of any demand fees, and that have not been released and that will burden the Real Property Interests or the production of Hydrocarbons therefrom following the First Closing, and there exist no agreements or arrangements for the sale of production obtained by Seller or, to Seller’s Knowledge, any assignee of Seller from the Properties.

3.16     Expenditures . Except as set forth in Schedule 3.16 , with respect to the Real Property Interests, there are no outstanding authorizations for expenditures or other written commitments or proposals to conduct operations.

3.17     Prohibition on Surface Use . Except as set forth on Schedule 3.17 and other than those Real Property Interests comprised of five (5) or less acres within the boundaries of Westfield and/or Sabinsville, none of the Real Property Interests are subject to any total prohibition on any lessee’s use of the surface in connection with Hydrocarbon operations and no such Real Property Interest is burdened by any encumbrance (other than Permitted Encumbrances) that contains any such restrictions.

3.18     Gas Balancing . Except as set forth on Schedule 3.18 , to Seller’s Knowledge, as of the Effective Time, no Person or Third Party is entitled to receive any portion of Seller’s Hydrocarbons produced from the Properties or to receive cash or other payments to “balance” any disproportionate allocation of Hydrocarbons produced from the Properties under any operating agreement, gas balancing or storage agreement, gas processing or dehydration agreement, gas transportation agreement, gas purchase agreement, or other agreements, whether similar or dissimilar. Seller is not obligated to deliver any quantities of gas or to pay any penalties or other amounts, in connection with the violation of any of the terms of any gas contract or other agreement with shippers with respect to the Properties and Seller is not obligated to pay any penalties or other payments under any gas transportation or other agreement as a result of the delivery of quantities of gas from the Properties in excess of the contract requirements.

3.19     No Other Wells . Except for any Wells set forth on Exhibit A, Schedule 3 , there are no wells that constitute part of the Properties. There are no wells located on the Properties or lands pooled or unitized therewith (a) in respect of which Seller or any of its Affiliates have received an order from any Governmental Authority requiring that such wells be plugged and abandoned or (b) to Seller’s Knowledge, that are required to be plugged and abandoned by Seller or any of its Affiliates in accordance with applicable Law.

3.20     No Obligation to Drill Except for any obligations to drill that may arise under an implied duty to develop under applicable Law, neither Seller nor its Affiliates is obligated to drill any wells on the lands underlying the Real Property Interests (or any lands pooled or unitized therewith). To Seller’s Knowledge, except as set forth on Schedule 3.20 , no Contract contains any specific requirement for Seller or any other Person to drill a well pursuant to any offset drilling obligations with respect to such Real Property Interest, or any specific provision imposing an obligation to pay compensatory royalties from any offset drilling obligations.

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3.21     Properties . The Properties include: (i) all rights (except for rights-of-way and other rights relating to the installation of pipelines and gathering systems) granted to Seller or any Affiliate of Seller under any Real Property Interest, to the extent relating to, or necessary in connection with, the ownership and operation of the Wells set forth on Exhibit A, Schedule 3 , including any non-exclusive access rights and rights to drill wells; and (ii) all of any other rights, properties, warranties or interests of Seller or any Affiliate of Seller relating to, or necessary in connection with, the ownership and operation of the Wells set forth on Exhibit A, Schedule 3 , or as to easements, rights-of-way or other similar rights granted under a Real Property Interest, include a nonexclusive license to use same, to the extent relating to, or necessary in connection with, the ownership and operation of such Wells.

3.22     Not Ordinary Course . The Seller does not acquire tangible personal property primarily for sale to customers in the Ordinary Course of Business.

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3.24     Information Statement . None of the information supplied or to be supplied in writing by or on behalf of the Seller for inclusion or incorporation by reference in the Information Statement will, at the date it is first mailed to the stockholders of Buyer Parent, at any time it is amended or supplemented, 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 light of the circumstances in which they were made, not misleading.

ARTICLE 4

BUYER’S REPRESENTATIONS AND WARRANTIES

4.     Buyer ’ s Representations and Warranties . The Buyer and Buyer Parent, jointly and severally, hereby represent and warrant to Seller as of the Execution Date and as of the applicable Closing Date, except as otherwise disclosed in the Buyer Parent Reports, as follows:

4.1     Organization and Standing . The Buyer (a) is a limited partnership and is duly organized, validly existing, and in good standing under the Laws of the State of Delaware, (b) is duly qualified to do business in the Commonwealth of Pennsylvania, and (c) has all requisite limited partner power and authority to acquire, own, lease and operate the Properties and to conduct its business in the Commonwealth of Pennsylvania as previously conducted. Buyer Parent is a corporation and is duly organized, validly existing, and in good standing under the Laws of the State of Delaware.

4.2     Authorization . Each of the Buyer and Buyer Parent has taken all necessary corporate and limited partnership action, as applicable, to authorize the execution, delivery and performance of this Agreement and has adequate power, authority and legal right to enter into, execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Buyer and Buyer Parent and, assuming due execution and delivery by each of the other parties, is legal, valid and binding with respect to the Buyer and Buyer Parent and is enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or similar Laws affecting creditors’ rights generally.

4.3     No Breach . The execution, delivery, performance, and consummation of this Agreement and the transactions contemplated hereby do not and will not: (a) violate any provision of any Governing Document of the Buyer or Buyer Parent; or (b) breach or violate, or result (with notice or lapse of time or both) in the breach, violation, acceleration or termination of, any contract, indenture, Lien, note, lease, agreement, license or Law to which the Buyer or Buyer Parent is subject or by which any of its assets are bound or subject, except, with respect to any such breach, violation, acceleration or termination which would not reasonably be expected to prevent the consummation of the transactions contemplated hereby by the Buyer or Buyer Parent or result in the Seller incurring any loss or liability therefrom.

4.4     Litigation . There is no action, suit or proceeding pending, or to the Buyer’s Knowledge, threatened in writing against Buyer or its Affiliates, and there is no action, suit or proceeding pending or, to Buyer’s Knowledge, threatened before or by any Governmental Authority questioning the validity of or seeking to prevent the consummation of this Agreement or any other action taken or to be taken in connection herewith.

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4.5     Broker ’ s or Finder ’ s Fees . The Buyer has not incurred and will not incur any liability, contingent or otherwise, for brokers’ or finders’ fees in respect of the transactions contemplated by this Agreement for which Seller will have any responsibility whatsoever.

4.6     Bankruptcy . There are no bankruptcy, reorganization or arrangement proceedings pending, being contemplated by or to the Buyer’s Knowledge threatened against the Buyer or any Affiliate of the Buyer. Immediately after giving effect to this Agreement and the transactions contemplated hereby, each of Buyer and its Affiliates shall be solvent and shall: (i) be able to pay its debts as they become due; (ii) own property that has a fair saleable value greater than the amount required to pay its debts (including a reasonable estimate of the amount of all contingent liabilities); and (iii) have adequate capital to carry on its business.

4.7     Investment . The Buyer (a) is sophisticated in the evaluation, purchase, ownership and operation of oil and gas properties and related facilities and is aware of the risks associated with the purchase, ownership and operation of such properties and facilities, (b) is capable of evaluating, and hereby acknowledges that it has so evaluated, the merits and risks of the Properties, ownership and operation thereof and its obligations hereunder, and (c) is able to bear the economic risks associated with the Properties, ownership and operation thereof and its obligations hereunder. In making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, the Buyer (i) has relied or shall rely solely on its own independent investigation and evaluation of the Properties and the advice of its own legal, Tax, economic, environmental, engineering, geological and geophysical advisors and acknowledges and agrees that (A) other than the representations and warranties as expressly set forth herein, it has not been induced by and has not relied upon any representations, warranties or statements, whether express or implied, made at any time by Seller or any of its respective directors, officers, shareholders, employees, Affiliates, controlling persons, agents, advisors or representatives or any other Person, whether or not any such representations, warranties or statements were made in writing or orally, (B) neither Seller nor any of its respective directors, officers, shareholders, employees, Affiliates, controlling persons, agents, advisors or representatives or any other Person makes or has made any representation or warranty, either express or implied, as to the accuracy or completeness of any of the information provided or made available to the Buyer or its directors, officers, employees, Affiliates, controlling persons, agents or representatives, including any information, document or material provided or made available, or statements made or provided to the Buyer (including its directors, officers, employees, Affiliates, controlling persons, agents or representatives) in connection with the transactions contemplated by this Agreement, including without limitation, any such information contained in or provided in “data rooms”, management presentations or supplemental due diligence information provided by the Seller or discussions or access to management of the Seller; and (C) the information referred to in (B) above may include certain projections, estimates and other forecasts and plans and that there are uncertainties inherent in attempting to make such projections, estimates and other forecasts and plans and the Buyer is familiar with such uncertainties and takes full responsibility for making its own evaluation of the adequacy and accuracy of all such projections, estimates and other forecasts and plans and any use or reliance by the Buyer on such information referred to in (B) above is (or the projections, estimates and other forecasts and plans that may be contained therein) at the Buyer’s sole risk; (ii) has satisfied or shall satisfy itself through its own due diligence as to the environmental and physical condition of and contractual arrangements and other matters affecting the Properties; and (iii) agrees to the fullest extent permitted by Law

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that neither the Seller nor any of its respective directors, officers, employees, Affiliates, controlling persons, agents or representatives shall have any liability or responsibility whatsoever to the Buyer or its directors, officers, employees, Affiliates, controlling persons, agents or representatives on any basis (including in contract or tort, under Federal or state securities laws or otherwise) resulting from the distribution to the Buyer or the Buyer’s use of any of the information referred to in clause (i)(B) above.

4.8     Stock Consideration . The Stock Consideration, when issued pursuant to the terms of this Agreement, will be registered in the name of Seller and/or its designee(s), and duly authorized, validly issued, fully paid and non-assessable and will be free and clear of any and all liens, pledges, claims, restrictions, charges, preemptive, preferential or similar purchase rights, security interests, hypothecations and or encumbrances of any nature whatsoever, other than (i) receipt of the Eclipse Stockholder Approval, (ii) restrictions on transfer under applicable state and federal securities laws and (iii) those as are created by or related to Seller.

4.9     Eclipse Stockholder Approval . Contemporaneously with the execution and delivery of this Agreement by the Parties, the Buyer Parent has received a duly authorized, executed and delivered irrevocable written consent approving the issuance of the Stock Consideration executed by the holders of Common Stock with sufficient voting power to provide the Eclipse Stockholder Approval.

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4.11     Buyer Parent Reports and Financial Statements . Buyer Parent has filed or furnished (as applicable) with the SEC all forms, reports, schedules, statements, certifications, and other documents required by it to be filed or furnished (as applicable) since and including January 1, 2016 under Exchange Act or the Securities Act (together with all certifications required pursuant to the Sarbanes-Oxley Act of 2002 (the “ Sarbanes-Oxley Act ”)) (such documents and any other documents filed by Buyer Parent with the SEC, as have been amended or supplemented since the time of their filing, collectively, the “ Buyer Parent Reports ”). As of their respective filing dates (or dates of amendment or supplement) the Buyer Parent Reports: (a) did not (or with respect to Buyer Parent Reports filed after the date hereof, will not), contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading and (b) complied (or with respect to Buyer Parent Reports filed after the date hereof, will comply) as to form in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Sarbanes-Oxley Act and the applicable rules and regulations of the SEC thereunder, in each case as in effect at such time. All of the audited financial statements and unaudited interim financial statements of Buyer Parent and its Subsidiaries on a consolidated basis included or incorporated by reference (including the related notes and schedules) in the Buyer Parent Reports (collectively, the “ Buyer Parent Financial Statements ”), (i) have been or will be, as the case may be, prepared from the books and records of Buyer Parent and the Buyer Subsidiaries (ii) have been or will be, as the case may be, prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments and as may be permitted by the SEC on Form 10-Q, Form 8-K or any successor or like form under the Exchange Act), and (iii) fairly present, in all material respects, the consolidated financial position and the results of operations and cash flows of Buyer Parent and its Subsidiaries on a consolidated basis as of the times and for the periods referred to therein.

4.12     Internal Controls; Sarbanes-Oxley Act . Since January 1, 2016, Buyer Parent has designed and maintained a system of internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including policies and procedures that provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of Buyer Parent are being made only in accordance with authorizations of management and directors of Buyer Parent. Since January 1, 2016, Buyer Parent (i) has designed and maintained disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information required to be disclosed by Buyer Parent in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to Buyer Parent’s management as appropriate to allow timely decisions regarding required disclosure.

4.13     Information Statement . The Information Statement that will be provided to the holders of Buyer Parent Common Stock in connection with the Equity Issuance (including any amendments or supplements thereto) and any annexes, schedules or exhibits required to be filed

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with the SEC in connection therewith will not, on the date of filing with the SEC and at the time the Information Statement is first mailed to stockholders of Buyer Parent, 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 light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Buyer Parent with respect to information supplied by the Seller for inclusion therein. The Information Statement will comply as to form in all material respects with the provisions of the Exchange Act.

ARTICLE 5

COVENANTS

5.       Covenants . Seller, Buyer and Buyer Parent, as applicable, hereby covenant and agree to perform the following:

5.1     Access to Information .

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5.2     Conduct of Business .

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5.3     Accounting . The Seller will (at the Buyer’s sole cost and expense) cooperate with and assist the Buyer after the applicable Closing in the transition of any joint interest billing and revenue disbursement accounting for the Properties, and will take such actions as may be reasonably required with respect thereto.

5.4     Revenues Held For Benefit of the Other Party . Following the applicable Closing, in the event either (a) the Buyer receives production or other revenues attributable to any of the Properties for any periods prior to the Effective Time or (b) Seller receives production or other revenues attributable to any of the Properties for any periods after the Effective Time which is not accounted for in the applicable Closing Statement or the Final Statement, the receiving Party will hold such revenues for the exclusive benefit of the Party entitled thereto and, if not taken into account for purposes of the applicable Closing Statement or the Final Statement, will pay any such amounts due to such Party within thirty (30) days after receipt.

5.5     Tax Matters .

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5.6     Revenues and Expenses . For all purposes, including the Purchase Price adjustments under Section  2 of this Agreement, Seller and the Buyer will properly allocate revenues and expenses (other than Asset Taxes) before and after the Effective Time and will make payments to each other to the extent necessary for such proper allocation. All expenses (other than Asset Taxes) incurred in the operation of the Properties before the Effective Time will be borne by the Seller and all proceeds from the sale of Hydrocarbons produced from or attributable to the Properties prior to the Effective Time will be the property of the Seller, and all expenses incurred in the operation of the Properties from and after the Effective Time will be borne by the Buyer and all proceeds from the sale of Hydrocarbons produced from or attributable to the Properties from and after the Effective Time will be the property of the Buyer. Asset Taxes shall be allocated between the Buyer and Seller as provided in Section  5.5 and the Purchase Price shall be adjusted for Asset Taxes as provided in Sections 2.5 and 2.6 .

5.7     Stock Consideration .

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5.8     Suspended Funds . As part of the final accounting in connection with the Final Statement pursuant to Section  2.8 , the Seller will deliver to the Buyer the Suspended Funds and the Buyer shall administer all such accounts and assume all payment obligations relating to the Suspended Funds in accordance with all applicable Laws, and shall be liable for the payment thereof to the proper parties.

5.9     Limitations on Representations and Warranties .

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5.10     NORM; WASTES AN OTHER SUBSTANCES . THE BUYER ACKNOWLEDGES AND AGREES THAT THE PROPERTIES HAVE BEEN USED FOR EXPLORATION, DEVELOPMENT, AND PRODUCTION OF OIL AND GAS AND THAT EQUIPMENT AND SITES INCLUDED IN THE PROPERTIES MAY CONTAIN ASBESTOS, NORM OR OTHER HAZARDOUS SUBSTANCES (AS THAT TERM IS DEFINED BY ENVIRONMENTAL LAWS). NORM MAY AFFIX OR ATTACH ITSELF TO THE INSIDE OF WELLS, MATERIALS, AND EQUIPMENT AS SCALE, OR IN OTHER FORMS. THE WELLS, MATERIALS, AND EQUIPMENT LOCATED ON THE PROPERTIES OR INCLUDED IN THE PROPERTIES MAY CONTAIN NORM AND OTHER WASTES OR HAZARDOUS SUBSTANCES. NORM CONTAINING MATERIAL AND/OR OTHER WASTES OR HAZARDOUS SUBSTANCES MAY HAVE COME IN CONTACT WITH VARIOUS ENVIRONMENTAL MEDIA, INCLUDING, WITHOUT LIMITATION, AIR, WATER, SOILS OR SEDIMENT. SPECIAL PROCEDURES MAY BE REQUIRED FOR THE ASSESSMENT, REMEDIATION, REMOVAL, TRANSPORTATION, OR DISPOSAL OF ENVIRONMENTAL MEDIA, WASTES, ASBESTOS, NORM AND OTHER HAZARDOUS SUBSTANCES FROM THE PROPERTIES.

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ARTICLE 6

BUYER’S CONDITIONS PRECEDENT

6.     Buyer ’ s Conditions Precedent . The obligation of Buyer to close the transactions contemplated hereby at the First Closing and Second Closing, as applicable, shall be subject to and conditioned upon the following, any one or more of which may be waived by Buyer, in whole or in part:

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ARTICLE 7

SELLER’S CONDITIONS PRECEDENT

7.     Seller ’ s Conditions Precedent . The obligation of Seller to close the transactions contemplated hereby at the First Closing and the Second Closing, as applicable, shall be subject to and conditioned upon the following, any one or more of which may be waived by Seller, in whole or in part:

ARTICLE 8

CLOSING

8.     Closing . Subject to the terms and conditions hereof, unless extended as provided herein, the First Closing will take place on the First Closing Date at 10:00 a.m. local time in the offices of Seller at 9020 N Capital of TX Hwy, Bldg. 1, Suite 170, Austin, Texas 78759, or at such other location as may be mutually agreed upon by Seller and Buyer. The Second Closing shall occur on a date, time and location mutually agreed upon by Seller and Buyer in compliance

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with the terms and conditions set forth in this Agreement. The Parties may, by mutual written consent, change the First Closing Date and the date of the Second Closing to any other date that they may agree upon. The Parties may, by mutual written consent, change the First Closing Date and the date of the Second Closing to any other date that they may agree upon.

8.1     First Closing Buyer ’ s Deliveries . On the First Closing Date, and subject to the simultaneous performance by the Seller of its respective obligations under Section  8.1.8 , the Buyer and/or Buyer Parent, as applicable, will deliver or cause to be delivered to the Seller following items:

8.2     First Closing Seller ’ s Deliveries . On the First Closing Date, and subject to the simultaneous performance by the Buyer of its obligations under Section 8.1, the Seller will deliver or cause to be delivered to the Buyer and/or Buyer Parent, as applicable, the following items (all documents will be duly executed and acknowledged where required):

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8.3     Second Closing Buyer ’ s Deliveries . On the date of the Second Closing, and subject to the simultaneous performance by the Seller of its respective obligations under Section 8.4, the Buyer and/or Buyer Parent, as applicable, will deliver or cause to be delivered to the Seller following items:

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8.4     Second Closing Seller ’ s Deliveries . On the date of the Second Closing, and subject to the simultaneous performance by the Buyer of its obligations under Section  8.3 , the Seller will deliver or cause to be delivered to the Buyer and/or Buyer Parent, as applicable, the following items (all documents will be duly executed and acknowledged where required):

ARTICLE 9

PRESS RELEASES

9.     Press Releases . Neither Party shall make any press release or other public announcements concerning the transactions contemplated by this Agreement, without the consent of the other Party, which consent shall not be unreasonably withheld. Any Party desiring to make a public announcement shall first give the other Party twenty-four (24) hours written notification of its desire to make such a public announcement. The written notification shall include (a) a request for consent to make the announcement, and (b) a written draft of the text of such public announcement. Nothing contained herein shall prohibit any Party hereto from issuing or making a public announcement or statement if such Party deems it necessary to do so in order to comply with any applicable Law, or the rules of any stock exchange upon which the Party’s capital stock is traded, provided, however, that the foregoing procedure of written notification shall first be followed.

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ARTICLE 10

INDEMNIFICATION

10.     Indemnification . Upon and after the First Closing of the transactions contemplated by this Agreement, the Parties will indemnify each other as follows:

10.1     Assumed Obligations . Upon the consummation of the applicable Closing, the Buyer shall assume all of the Assumed Obligations and the Seller shall retain the Retained Liabilities.

10.2     Seller ’ s Indemnification . Upon the consummation of the applicable Closing, Seller hereby agrees to pay, defend, indemnify, reimburse and hold harmless the Buyer and the Buyer’s Affiliates and their respective directors, officers, agents and employees (the “ Buyer Indemnified Parties ”) for, from and against any loss, damage, diminution in value, claim, liability, debt, obligation, action, judgment or expense (including interest, reasonable legal fees, and expenses of litigation and attorneys’ fees in enforcing this indemnity) incurred, suffered, paid by or resulting to any of the Buyer Indemnified Parties and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) any breach of or default in any representation or warranty of Seller set forth in this Agreement; (b) any breach of or failure by Seller to perform any covenant or obligation set forth in this Agreement that is not cured as provided in Section  11.1 ; (c) any of the Retained Liabilities; (d) any Excluded Assets; (e) any claims made against Buyer by any Third Party as a result of Seller’s failure to make (i) any required payments under the Real Property Interests due prior to the Effective Time or that Seller expressly agreed to pay under this Agreement, or (ii) from and after the First Closing, as to any Real Property Interest, any required lease payment becoming due after such First Closing with respect to an interest in such Real Property Interest that has been retained by Seller pursuant to the terms of this Agreement or is otherwise owned by Seller; and (f) the resolution of any contest with respect to any Permitted Encumbrance that only qualified as a Permitted Encumbrance due to the existence of such contest.

10.3     Buyer ’ s Indemnification . Upon the consummation of the First Closing the Buyer and Buyer Parent hereby agree to pay, defend, indemnify, reimburse and hold harmless the Seller and the Seller’s Affiliates and their respective directors, partners, members, managers, officers, agents and employees (the “ Seller Indemnified Parties ”) for, from and against any loss, damage, diminution in value, claim, liability, debt, obligation, action, judgment or expense (including interest, reasonable legal fees, and expenses of litigation and attorneys’ fees in enforcing this indemnity) incurred, suffered, paid by or resulting to any of the Seller Indemnified Parties and which results from, arises out of or in connection with, is based upon, or exists by reason of: (a) any breach of or default in any representation or warranty of the Buyer or Buyer Parent set forth in this Agreement; (b) any breach or failure by the Buyer or Buyer Parent to perform any covenant or obligation set forth in this Agreement that is not cured as provided in Section  11.1 ; and (c) any of the Assumed Obligations.

10.4     Indemnification Procedure . If any indemnified party discovers or otherwise becomes aware of an indemnification claim arising under this Agreement, such party will promptly give written notice to the indemnifying Party, specifying such claim, and may thereafter exercise any remedies available to such indemnified party under this Agreement;

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provided, however , the failure of any indemnified party to give notice as provided herein will not relieve the indemnifying Party of any obligations hereunder, to the extent the indemnifying Party is not materially prejudiced thereby. Further, promptly after receipt by an indemnified Party hereunder of written notice of the commencement of any action or proceeding with respect to which a claim for indemnification may be made against any indemnifying Party, the indemnified Party will give written notice to the indemnifying Party of the commencement of such action; provided, however , the failure of any indemnified Party to give notice as provided herein will not relieve the indemnifying party of any obligations hereunder, to the extent the indemnifying Party is not materially prejudiced thereby.

10.5     Defense . If any such claim is brought against an indemnified Party, the indemnifying Party will be entitled to participate in and to assume the defense thereof to the extent that it may wish by providing written notice to the indemnified Party of its election to assume the defense thereof within thirty (30) days, and after notice from the indemnifying Party to such indemnified party of the indemnifying Party’s election to assume the defense thereof, the indemnifying Party shall not be liable to such indemnified Party for any legal or other expenses subsequently incurred by the indemnified Party in connection with the defense thereof unless the indemnifying Party has failed to assume and diligently prosecute the defense of such claim. If the indemnifying Party has failed to give written notice of its assumption of the defense of such action or fails to diligently prosecute such claim, then the indemnified Party will be entitled to assume control of the defense of such claim upon notice to the indemnifying Party and the indemnifying Party will pay the reasonable fees and expenses of the lawyers retained by the indemnifying Party (excluding the fees and expenses of the indemnified Party’s lawyers before the date of the assumption of the defense). As a condition to the indemnifying Party’s obligations hereunder, the indemnified Party will in good faith cooperate with and assist the indemnifying party in the prosecution or defense of such indemnified claim at no unreasonable expense to the indemnified Party. Should the indemnifying Party assume the defense of such claim, the indemnified Party shall have the right, at its sole expense, to participate in the defense thereof, including attending meetings, conferences, teleconferences, settlement negotiations and other related events (and to employ counsel at its own expense in connection therewith); provided, however , it being understood that the indemnifying party shall control the defense of such claim. No indemnifying Party shall consent to entry of any judgment or enter into any settlement with respect to a claim either (a) without the consent of the indemnified Party, which consent shall not be unreasonably withheld, conditioned or delayed, or (b) unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Party of a release from all liability with respect to such claim. No indemnified Party shall consent to entry of any judgment or enter into any settlement of any such action, the defense of which has been assumed by an indemnifying party, without the consent of such indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

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ARTICLE 11

TERMINATION

11.     Termination . This Agreement may be terminated and the transactions contemplated hereby may be abandoned as follows:

11.1     Right to Terminate . Subject to Section  11.2 , this Agreement may be terminated (except for the provisions referenced in Section  11.2 ) at any time prior to the

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consummation of the First Closing upon the occurrence of any one or more of the following: (a) by mutual written consent of the Seller and the Buyer; (b) by the Buyer, if Seller has materially breached this Agreement and such breach causes any of the conditions to Closing set forth in Section  6 not to be satisfied; provided, however , that in the case of a breach that is capable of being cured, the Seller shall have a period of ten (10) days following receipt of notice thereof to attempt to cure the breach and the termination under this Section  11.1(b) shall not become effective unless the Seller fails to cure such breach prior to the end of such ten (10) day period; (c) by the Seller if the Buyer has materially breached this Agreement and such breach causes any of the conditions to Closing set forth in Section  7 not to be satisfied; provided, however, that in the case of a breach that is capable of being cured, the Buyer shall have a period of ten (10) days following receipt of notice thereof to attempt to cure the breach and the termination under this Section  11.1(c) shall not become effective unless the Buyer fails to cure such breach prior to the end of such ten (10) day period; (d) by the Seller or the Buyer if the First Closing shall not have occurred on or before the date that is six (6) months following the Execution Date; provided, however , that if the primary reason for the Parties’ failure to have closed by such date is a delay caused by the failure of the SEC to clear the Information Statement for distribution to the Buyer Parent stockholders, then such date shall instead be five (5) Business Days following the date the SEC clears the Information Statement for distribution, but under no circumstances later than twelve (12) months following the Execution Date, and (e) by either Party, if the Purchase Price is subject to an adjustment by an amount that is greater than fifteen percent (15%) of the Purchase Price, as a result of Title Defects and Environmental Defects asserted by Buyer. Notwithstanding the above, (i) the rights under sub-clauses (a) through (e) above are not available if a failure results primarily from the terminating Party’s material breach of its representations, warranties or covenants contained in this Agreement, and (ii) a Party may not terminate this Agreement pursuant to sub-clauses (b) or (c) above if such Party is, at such time, in material breach of this Agreement.

11.2     Effect of Termination . In the event of termination, written notice thereof will be given to the other Party or Parties specifying the provision pursuant to which such termination is made. If this Agreement is terminated in accordance with Section  11.1 , the provisions contained in this Section  11 and in Sections 1.2 , 3.10 , 3.11 , 4.5 , 4.6 , 5.1.2 , 9 , 12 , 15.1, 15.2 , 15.5 - 15.21 and such defined terms in Section  1.1 as may be required to give meaning to such sections, and the Confidentiality Agreement, shall survive such termination of this Agreement. No termination of this Agreement under Section  11.1 shall relieve any Party of liability for breach of this Agreement arising prior to such termination.

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ARTICLE 12

DISPUTES

12.     Disputes . Except as otherwise contemplated in this Agreement, including, without limitation, Sections 2.2.10 and 2.8 , any and all disputes arising under or in connection with this Agreement shall be resolved in accordance with this Article 12 . The Parties shall attempt to resolve any dispute, controversy or difference that may arise between them through good faith negotiations. In the event the parties fail to reach resolution of any such dispute within thirty (30) days after entering into negotiations, either party may proceed to institute action in the Delaware Court of Chancery, such dispute to be governed and construed in accordance with the Laws of the State of Delaware without giving effect to any choice or conflict of Law provision or rule that would cause the application of the Laws of any jurisdiction other than the State of Delaware, except to the extent such dispute is in connection with real property situated in the Commonwealth of Pennsylvania, in which case the laws of the Commonwealth of Pennsylvania shall apply and either party may proceed to institute action in a state or federal court located in the Commonwealth of Pennsylvania. Each Party (i) irrevocably and unconditionally consents and submits to the exclusive jurisdiction and venue of the Delaware Court of Chancery, or, to the extent the dispute involves real property situated in the Commonwealth of Pennsylvania, any state or federal court located within the Commonwealth of Pennsylvania with respect to the foregoing matters; (ii) consents to the personal jurisdiction of such applicable state or federal court with respect to the foregoing matters; (iii) agrees that it will not attempt to deny or defeat such jurisdiction by motion or other request or leave from such applicable state or federal court; and (iv) agrees that it will not bring any action arising under or in connection with this Agreement in any other court than as specified above.

ARTICLE 13

SPECIAL WARRANTY

13.     Special Warranty . All Assignments made by Seller pursuant to this Agreement shall be made without warranty of any kind, express or implied, except a warranty of title conveyed by such Assignment as against the lawful claims of Persons claiming by, through or under Seller, but not otherwise, but subject, however, to Permitted Encumbrances.

ARTICLE 14

ASSUMPTION OF RISK

14.     Assumption of Risk . Notwithstanding anything herein to the contrary from and after the Effective Time, if the First Closing occurs, the Buyer shall assume all risk of loss of the Properties, including, without limitation, all risk of loss with respect to production of Hydrocarbons through normal depletion and the depreciation of personal property due to ordinary wear and tear, in each case, with respect to the Properties.

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ARTICLE 15

MISCELLANEOUS

15.     Miscellaneous . It is further agreed as follows:

15.1     Time . This Agreement contains a number of dates and times by which performance or the exercise of rights is due, and the Parties intend that each and every such date and time be the firm and final date and time, as agreed. For this reason, each Party hereby waives and relinquishes any right it might otherwise have to challenge its failure to meet any performance or rights election date applicable to it on the basis that its late action constitutes substantial performance, to require the other Party to show prejudice (except as may expressly be set forth herein), or on any equitable grounds. Without limiting the foregoing, time is of the essence of this Agreement. If the date specified in this Agreement for giving any notice or taking any action is not a Business Day (or if the period during which any notice is required to be given or any action taken expires on a date which is not a Business Day), then the date for giving such notice or taking such action (and the expiration date of such period during which notice is required to be given or action taken) shall be the next day which is a Business Day.

15.2     Notices . All notices and communications required or permitted under this Agreement shall be in writing addressed as indicated below, and any communication or delivery hereunder shall be deemed to have been duly delivered upon the earliest of: (a) actual receipt by the Party to be notified; (b) if sent by U.S. certified mail, postage prepaid, return receipt requested, then the date shown as received on the return notice; (c) if by facsimile transmission, then upon confirmation by the recipient of receipt; (d) if by electronic mail, then upon an affirmative reply by email by the intended recipient that such electronic mail was received ( provided that, for the avoidance of doubt, an automated response from the electronic mail account or server of the intended recipient shall not constitute an affirmative reply); or (e) if by Federal Express overnight delivery (or other reputable overnight delivery service), the date shown on the notice of delivery. Addresses for all such notices and communication shall be as follows:

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Either Party may, upon written notice to the other Party, change the address(es) and person(s) to whom such communications are to be directed.

15.3     Representations and Warranties . All representations and warranties of Seller in Article 3 and of Buyer in Article 4 (other than the Fundamental Representations and the representations and warranties set forth in Section  3.5 ) shall survive the applicable Closing for twelve (12) months; provided however, the Fundamental Representations shall survive the applicable Closing indefinitely and the representations and warranties under Section  3.5 shall survive the applicable Closing until thirty (30) days after the expiration of the applicable statute of limitations (the “ Expiration Date ”); provided , however , any representation or warranty as to which a claim shall have been asserted prior to the Expiration Date shall survive until such claim and the indemnity with respect thereto are resolved.

15.4     Cooperation . Prior to termination of this Agreement and at all times following the consummation of this Agreement, the Parties agree to execute and deliver, or cause to be executed and delivered, such documents and do, or cause to be done, such other acts and things as might reasonably be requested by any Party to this Agreement to assure that the benefits of this Agreement are realized by the Parties.

15.5     No Third Party Beneficiaries . Except for the indemnification rights of the Seller Indemnified Parties and the Buyer Indemnified Parties under Section  10 , nothing in this

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Agreement, express or implied, is intended to confer upon anyone, other than the Parties hereto and their respective successors and assigns, any rights or remedies under or by reason of this Agreement or to constitute any Person a Third Party beneficiary of this Agreement.

15.6     Cumulative Remedies . Subject to the other provisions hereof, no failure on the part of any Party to this Agreement to exercise and no delay in exercising any right hereunder will operate as a waiver thereof, nor will any single or partial exercise by any Party hereto of any right hereunder preclude any other or further right of exercise thereof or the exercise of any other right.

15.7     Choice of Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE (EXCLUDING ANY CONFLICT OF LAWS PROVISION THAT WOULD REQUIRE THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION), EXCEPT TO THE EXTENT THE DISPUTE INVOLVES REAL PROPERTY SITUATED IN THE COMMONWEALTH OF PENNSYLVANIA, IN WHICH CASE THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA SHALL APPLY AS PROVIDED IN ARTICLE 12 HEREIN.

15.8     Entire Agreement . This Agreement and the Exhibits and Schedules attached hereto, the Assignment and the other documents contemplated by this Agreement, together with the Confidentiality Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof, supersedes all prior agreements and understandings, both written and oral, among the Parties, and there are no agreements, understandings, warranties or representations except as set forth herein or therein. In the event of a conflict between the Confidentiality Agreement and this Agreement, the terms and provisions of this Agreement shall prevail.

15.9     Assignment . It is agreed that neither Party may assign such Party’s rights nor delegate such Party’s duties under this Agreement without the express written consent of the other Parties to this Agreement.

15.10     Amendment . Neither this Agreement, nor any of the provisions hereof, can be amended, modified, supplemented, changed, waived, discharged or terminated, except by an instrument in writing signed by the Party against whom enforcement of the amendment, modification, supplement, change, waiver, discharge or termination is sought.

15.11     Severability . If any clause or provision of this Agreement is illegal, invalid or unenforceable under any present or future law, the remainder of this Agreement will not be affected thereby. It is the intention of the Parties that if any such provision is held to be illegal, invalid or unenforceable, there will be added in lieu thereof a provision as similar in terms to such provisions as is possible to make such provision legal, valid and enforceable.

15.12     Attorney Fees . If any Party institutes an action or proceeding against any other Party relating to the provisions of this Agreement, the Party to such action or proceeding which does not prevail will reimburse the prevailing Party therein for the reasonable expenses of attorneys’ fees and disbursements incurred by the prevailing Party (or Buyer Parent, if applicable).

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15.13     Waiver . Any failure by any party or parties hereto to comply with any of its or their obligations, agreements or conditions herein contained may be waived in writing, but not in any other manner, by the Party or Parties to whom such compliance is owed. Waiver of performance of any obligation or term contained in this Agreement by any Party, or waiver by one Party of the other’s default hereunder will not operate as a waiver of performance of any other obligation or term of this Agreement or a future waiver of the same obligation or a waiver of any future default.

15.14     Counterparts; Facsimiles; Electronic Transmission . This Agreement may be executed in multiple counterparts, each of which will be an original instrument, but all of which will constitute one agreement. The execution and delivery of this Agreement by any Party may be evidenced by facsimile or other electronic transmission (including scanned documents delivered by email), which shall be binding upon all Parties.

15.15     JOINT ACKNOWLEDGMENT . THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

15.16     WAIVER OF JURY TRIAL, SPECIAL DAMAGES, ETC . EACH OF THE BUYER AND SELLER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, IRREVOCABLY AND UNCONDITIONALLY (A) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY A JURY IN RESPECT OF ANY ACTION, PROCEEDING OR CLAIM BASED HEREON, OR DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR ASSOCIATED HEREWITH, (B) WAIVES, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY “SPECIAL DAMAGES,” AS DEFINED BELOW, EXCEPT TO THE EXTENT AN INDEMNIFIED PARTY IS REQUIRED TO PAY “SPECIAL DAMAGES” TO A THIRD PARTY THAT IS NOT AN INDEMNIFIED PARTY (C) CERTIFIES THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, PROCEEDING OR CLAIM, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (D) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION, IN EACH CASE IT BEING THE EXPRESS INTENT, UNDERSTANDING, AND AGREEMENT OF THE PARTIES THAT SUCH WAIVERS ARE TO BE GIVEN THE FULLEST EFFECT, NOTWITHSTANDING THE NEGLIGENCE (WHETHER SOLE, JOINT OR CONCURRENT), STRICT LIABILITY OR OTHER LEGAL FAULT OF ANY PARTY. AS USED IN THIS SECTION, “SPECIAL DAMAGES” INCLUDES ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY AND PUNITIVE DAMAGES (REGARDLESS OF HOW NAMED), BUT DOES NOT INCLUDE ANY PAYMENTS OR FUNDS WHICH ANY PARTY HERETO HAS EXPRESSLY PROMISED TO PAY OR DELIVER TO ANOTHER PARTY HERETO OR ANY CLAIMS OF ANY PERSON FOR WHICH ONE PARTY HAS AGREED TO PROVIDE INDEMNIFICATION UNDER THIS AGREEMENT.

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15.17     Mutuality . The Parties acknowledge and declare that this Agreement is the result of extensive negotiations between them. Accordingly, if there is any ambiguity in this Agreement, there shall be no presumption that this instrument was prepared solely by any Party.

15.18     Schedules . The inclusion of any information (including dollar amounts) in any section of the disclosure Schedules hereto shall not be deemed to be an admission or acknowledgment by the Seller that such information is required to be listed on such Schedule or is material to or outside the Ordinary Course of Business of the Seller. The information contained in this Agreement, the Exhibits and the Schedules hereto is disclosed solely for purposes of this Agreement, and no information contained herein or therein shall be deemed to be an admission by any Party hereto to any Third Party of any matter whatsoever (including, without limitation, any violation of a legal requirement or breach of contract or that a matter does, or may have a Material Adverse Effect). Matters may be disclosed on a Schedule to this Agreement for purposes of information only. Matters disclosed in each Schedule shall qualify the representation and warranty in which such Schedule is referenced and any other representation and warranty to which the matters disclosed reasonably relate.

15.19     Confidentiality . The Buyer acknowledges that, pursuant to its right of access to the Records and the Properties, as set forth in Section  5.1 , the Buyer will become privy to confidential and other information of the Seller and that such confidential information shall be held confidential by the Buyer and the Buyer’s Representatives in accordance with the terms of the Confidentiality Agreement.

15.20     Sale or Use Tax, Recording Fees, and Similar Taxes and Fees . The Buyer and Seller shall split equally any sales, use, excise, real property transfer, gross receipts, goods and services, registration, capital, documentary, stamp or transfer Taxes, recording fees and similar Taxes and fees incurred and imposed upon, or with respect to, the property transfers or other transactions contemplated hereby (“ Transfer Taxes ”). Buyer and Seller agree to report the transaction contemplated hereby as an isolated transaction which is exempt from Pennsylvania Sales and Use Tax.

15.21     Expenses . Except as provided in Section  15.20 , all expenses incurred by Seller in connection with or related to the authorization, preparation or execution of this Agreement, the conveyances delivered hereunder and the Exhibits and Schedules hereto and thereto, and all other matters related to the First Closing, including all fees and expenses of counsel, accountants and financial advisers employed by Seller, shall be borne solely and entirely by Seller, and all such expenses incurred by the Buyer shall be borne solely and entirely by the Buyer.

15.22     Found Acreage . After the First Closing until the date that is the first anniversary of the First Closing, if it is discovered by Buyer that Seller or its Affiliates held, as of the First Closing, title to any oil and gas leases or other mineral interests covering lands located in the counties of Tioga and Potter in the Commonwealth of Pennsylvania (the “ Covered Counties ”) and also covering the Target Formation that were not included in the Properties

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conveyed hereunder or excluded as Excluded Assets (such interests, “ Found Acreage ”), then Buyer may, on one or more occasions, deliver to Seller a notice (a “ Found Acreage Notice ”) of such discovery and provide Seller or its Affiliates with a description of such Found Acreage sufficient to identify such acreage and other information in Buyer’s possession as Seller may reasonably request with respect to such Found Acreage as and when requested by Seller, provided that Buyer shall not be required to provide Seller or its Affiliates any information that is subject to a confidentiality restriction or legal privilege. Seller shall have thirty (30) days following receipt of a Found Acreage Notice to confirm Buyer’s claim of any Found Acreage. In the event there is any such Found Acreage, Buyer shall have the right, but not the obligation, to elect to acquire any Found Acreage for a purchase price of one thousand eight hundred and fifty Dollars ($1,850.00) per Net Acre and such other terms and conditions as provided for in this Agreement; provided that Buyer shall notify Seller of its election to acquire the Found Acreage within thirty (30) days following Buyer’s receipt of the notification that Seller has confirmed Buyer’s claim of Found Acreage, after which time such election right shall expire and be of no further force and effect.

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SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Seller has executed this Agreement effective as of the Execution Date.

S IGNATURE P AGE TO P URCHASE AND S ALE A GREEMENT

IN WITNESS WHEREOF, the Buyer and Buyer Parent have executed this Agreement effective as of the Execution Date.

S IGNATURE P AGE TO P URCHASE AND S ALE A GREEMENT

Exhibit 2.2

EXECUTION VERSION

OPTION AGREEMENT

This Option Agreement (this “ Agreement ”) is entered into as of December 8, 2017 (the “ Effective Date ”), by and among Cardinal Midstream II, LLC, a Delaware limited liability company (“ Cardinal Parent ”), Cardinal NE Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Cardinal Parent (“ Cardinal Holdings ”), Cardinal NE Midstream, LLC, a Delaware limited liability company and wholly owned subsidiary of Cardinal Holdings (“ Cardinal NE ”, and together with Cardinal Parent and Cardinal Holdings, “ Cardinal ”), Eclipse Resources Corporation, a Delaware corporation (“ Eclipse Parent ”), Eclipse Resources Midstream, LP, a Delaware limited partnership and wholly owned subsidiary of Eclipse Parent (“ Eclipse Midstream ”), and Eclipse Resources-PA, LP, a Delaware limited partnership and wholly owned subsidiary of Eclipse Parent (“ Eclipse  PA ”, and together with Eclipse Parent and Eclipse Midstream, “ Eclipse ”). In this Agreement, Cardinal Parent, Cardinal Holdings, Cardinal NE, Eclipse Parent, Eclipse Midstream and Eclipse PA are each referred to as a “ Party ” and collectively as the “ Parties ”. Capitalized terms used in this Agreement that are not otherwise defined in this Agreement shall have the meaning given to them in the Purchase Agreement (as defined below).

RECITALS

WHEREAS , contemporaneously with the execution of this Agreement, Eclipse Parent has entered into a Purchase and Sale Agreement, dated as of the date hereof (the “ Travis Peak PSA ”), by and among Travis Peak Resources, LLC, a Delaware limited liability company (“ Travis Peak ”), Eclipse PA and Eclipse Parent, pursuant to which Eclipse PA will acquire all of the right, title and interest of Travis Peak and its Affiliates in certain oil and gas leases and other oil and gas rights covering approximately 44,500 net acres located in Tioga and Potter Counties in the Commonwealth of Pennsylvania (the “ Purchased Assets ”);

WHEREAS , Cardinal NE and Travis Peak are parties to that certain Gathering Agreement, dated April 22, 2016 (the “ Gathering Agreement ”), pursuant to which Travis Peak has contracted to purchase gathering services from Cardinal NE with respect to certain dedicated lease acreage included in the Purchased Assets;

WHEREAS , the Travis Peak PSA provides that, at the closing of the transactions contemplated by the Travis Peak PSA, Travis Peak will assign all of its rights and interest in and to the Gathering Agreement to Eclipse PA;

WHEREAS , it is an express condition to Eclipse Parent’s and Eclipse PA’s obligations under the Travis Peak PSA that Cardinal grant to Eclipse Midstream the Option contemplated by this Agreement;

WHEREAS , subject to the terms and conditions set forth herein, Cardinal Parent desires to grant to Eclipse Midstream the exclusive right and option to purchase all of the outstanding equity interests of Cardinal Holdings; and

WHEREAS , subject to the terms and conditions set forth herein, Cardinal NE and Eclipse PA desire to amend the terms of the Gathering Agreement for the period beginning on the final closing of the transactions contemplated by the Travis Peak PSA (the date of such

closing, the “ Option Commencement Date ”) and ending upon the earlier to occur of (a) the Closing (as defined below), and (b) the expiration or termination of the Option (as defined below) as set forth in this Agreement (such period, the “ Option Period ”).

NOW , THEREFORE , in consideration of the payment of $10.00, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

AGREEMENT

1.     Option to Purchase . Cardinal Parent hereby grants to Eclipse Midstream the exclusive right and option (the “ Option ”), exercisable during the Option Period upon written notice to Cardinal Parent (the “ Option Exercise Notice ”), if delivered to Cardinal Parent in accordance with Section  10 no later than 5:00 p.m., Eastern Time, on June 30, 2018 (the “ Option Expiration Date ”), to purchase all of the outstanding equity interests of Cardinal Holdings (the “ Purchased Interests ”). On the terms and subject to the conditions of this Agreement, Eclipse Midstream, in its sole discretion, may exercise the Option at any time during the Option Period by delivering the Option Exercise Notice to Cardinal Parent. The Option may be exercised only one (1) time and, if not validly exercised prior to the Option Expiration Date, will automatically and without any further action fully expire and be of no further force or effect. For the avoidance of doubt, in no event shall Eclipse Midstream be obligated to exercise the Option.

2.     Purchase Terms Upon Exercise of Option . Within fifteen (15) Business Days of delivery to Cardinal Parent of the Option Exercise Notice indicating that Eclipse Midstream is exercising the Option, the Parties shall enter a definitive membership interests purchase agreement substantially in the form attached hereto as Exhibit A (the “ Purchase Agreement ”), at which time the closing of the transactions contemplated thereby (the “ Closing ”) shall occur pursuant to the terms of the Purchase Agreement. If Eclipse Midstream validly exercises the Option, the purchase price for the Purchased Interests will be Eighteen Million Three Hundred Thousand Dollars ($18,300,000.00) (the “ Option Exercise Price ”), subject to the adjustments set forth in the Purchase Agreement and payable to Cardinal Parent in immediately available funds at Closing. If the Closing has not occurred within twenty (20) Business Days of delivery to Cardinal Parent of the Option Exercise Notice (other than as a result of a breach of this Agreement by Cardinal), unless otherwise agreed upon by the Parties in writing, the Option will automatically and without any further action fully expire and be of no further force or effect. For purposes of this Agreement, “ Business Day ” means any day that is not a Saturday, Sunday or federal holiday in the United States of America.

3.     Covenants Upon Exercise of Option .

(a)     Closing Statement . If Eclipse Midstream validly exercises the Option, then no later than three (3) Business Days prior to the Closing, Cardinal Parent shall prepare and deliver to Eclipse Midstream a statement showing Cardinal Parent’s computation of the estimated Adjusted Purchase Price, using actual numbers and amounts where available, and using Cardinal Parent’s good faith estimate of other amounts where actual amounts are not available. Cardinal Parent and Eclipse Midstream shall attempt to agree upon the computation of the Adjusted

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Purchase Price prior to Closing, subject to further adjustment pursuant to Section 2.5 of the Purchase Agreement, provided that if agreement is not reached, Cardinal Parent’s computation shall be used at Closing.

(b)     Employee Matters . If Eclipse Midstream validly exercises the Option, no later than five (5) Business Days prior to the Closing, Eclipse Parent shall cause Eclipse Resources Operating, LLC, a Delaware limited liability company and wholly owned subsidiary of Eclipse Parent (“ Eclipse Operating ”), to issue written offers of employment to all Employees. All such employment offers issued by Eclipse Operating shall be conditioned on the Closing and effective from and after the date of the Closing and shall provide for the same regular salary or hourly rate, as applicable, as each Employee had with Cardinal Parent or its Affiliates, as applicable, immediately before the Closing for at least one (1) year following the Closing, plus substantially equivalent other terms and conditions of employment (including, without limitation, position, title, duties, responsibilities, insurance and other employee benefits, bonus and promotional opportunity, incentive opportunity, vacation, sick or other paid leave) as Eclipse Operating or its Affiliates provide to similarly-situated employees. Eclipse shall notify Cardinal Parent in writing and Eclipse and Cardinal Parent shall confer at least two (2) days before the date of the Closing as to the identities of such Employees who have accepted Eclipse Operating’s offers of employment.

(c)     Third Party Approvals . If Eclipse Midstream validly exercises the Option, then the Parties shall, as promptly as possible, use their reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from any Governmental Authority or other Third Party that may be or become necessary for its execution and delivery of the Purchase Agreement and the performance of their respective obligations pursuant to the Purchase Agreement and the other Transaction Documents. The Parties shall cooperate with each other and their respective Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. No Party shall willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents, authorizations, orders or approvals. Cardinal hereby consents to the assignment of the Gathering Agreement to Eclipse PA in connection with the closing of the transactions contemplated by the Travis Peak PSA.

(d)     Amendment to Schedules . If Eclipse Midstream validly exercises the Option, with respect to the representations and warranties of Cardinal Parent or Cardinal Holdings contained in the Purchase Agreement, Cardinal Parent and Cardinal Holdings shall have the right, until and including the date that is five (5) Business Days prior to the Closing, to deliver to Eclipse Midstream updated Schedules with respect to any matter arising or discovered after the Effective Date which, if existing on the Effective Date, would have been required to be set forth or described in such Schedules. If any addition, supplement or amendment included in such Schedules would reasonably be expected to result in a Material Adverse Effect, then Eclipse Midstream may rescind its exercise of the Option by delivering written notice thereof (a “ Rescission Notice ”) to Cardinal Parent within three (3) Business Days of receipt of such updated Schedules. Upon valid delivery of a Rescission Notice to Cardinal Parent, both (i) Eclipse Midstream’s obligation to consummate the purchase of the Purchased Interests and enter into the Purchase Agreement and (ii) the Option, will automatically and without any further action fully expire and be of no further force or effect. If updated Schedules are not delivered by such deadline, then the Schedules included with the Purchase Agreement as of the Effective Date will be deemed final.

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4.     Covenants During the Effective Period .

(a)     Operations . During the period beginning on the Effective Date and ending upon the expiration of the Option Period (such period, the “ Effective Period ”), Cardinal agrees to (i) continue to operate the System in the ordinary course of business, consistent with its usual operating procedures and customary industry practices, (ii) continue to conduct the business of Cardinal Holdings and Cardinal NE, and their respective subsidiaries, in the ordinary course of business consistent with past practices, and (iii) use commercially reasonable efforts to keep available the services of the current officers, employees and agents of Cardinal NE, and its respective subsidiaries (except as otherwise agreed in writing and except that Cardinal NE is not obligated to offer or pay such officers, employees and agents any “stay” or “incentive” payment or bonus to remain with Cardinal Holdings or Cardinal NE or their respective Affiliates). For the avoidance of doubt, nothing contained in this Agreement is intended to give Eclipse Parent, Eclipse Midstream or Eclipse PA, directly or indirectly, the right to control Cardinal’s operations prior to the Closing.

(b)     Expansions to Gathering System . Pursuant to Section 4.2 of the Gathering Agreement, upon Eclipse PA’s delivery of an Expansion Notice (as defined in the Gathering Agreement), Cardinal NE is obligated to construct and pay for a new Well Pad (as defined in the Gathering Agreement) connection in accordance with any such Expansion Notice, subject to certain limitations set forth in the Gathering Agreement. During the Effective Period, upon Eclipse PA’s delivery of an Expansion Notice, Eclipse PA shall be obligated to pay for the construction of any facilities requested pursuant to such Expansion Notice and, following delivery of such Expansion Notice, Eclipse PA shall pay to Cardinal NE all of the actual costs and expenses (including, without limitation, procurement costs and costs of rights of way and permits) to procure, construct and install such facilities in accordance with Section 4.2(i) of the Gathering Agreement as if such facilities are Producer Funded Facilities (as defined in the Gathering Agreement). For the avoidance of doubt, during the Effective Period, in no event shall Cardinal Parent, Cardinal Holdings or Cardinal NE be obligated to pay for the construction of any facilities or other capital expenditures whether pursuant to an Expansion Notice or otherwise.

(c)     Exclusivity . During the Effective Period, Cardinal will not, and will not permit any of its officers, members, managers, partners, employees, subsidiaries, contractors, agents, representatives or Affiliates (each a “ Representative ” and collectively, the “ Representatives ”) to, directly or indirectly, solicit, initiate, induce, assist, entertain or encourage (including by way of furnishing information) inquiries or proposals or participate or engage in, or continue, any negotiations or discussions with any third parties, other than Eclipse Parent, concerning an acquisition or purchase, directly or indirectly, of any equity interests of Cardinal Holdings or Cardinal NE or any portion of their respective assets (including, without limitation, through a farmout, sublease, the sale of any equity interests, a merger transaction or other business combination that would effectively transfer such assets to a third party, in whole or in part) (an “ Alternate Transaction ”), or enter into any agreement, letter of intent, memorandum of understanding, agreement in principle or other agreement constituting or directly related to, or

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which is reasonably likely to lead to, an Alternate Transaction or any proposal for an Alternate Transaction. Immediately upon execution of this Agreement, Cardinal shall, and shall cause each of its Representatives to, immediately terminate any and all existing negotiations or discussions with any third parties, other than Eclipse Parent, that may be contemplated, ongoing or planned that are related to, or which are reasonably likely to lead to, an Alternative Transaction or any proposal for an Alternative Transaction.

(d)     Due Diligence Review . During the Effective Period, Cardinal shall afford Eclipse Parent and its representatives reasonable access upon prior notice, during normal business hours and in such a manner as not to interfere with the normal operations of Cardinal’s business, to the Assets, financial statements of Cardinal Holdings and Cardinal NE and any other assets or liabilities of Cardinal Holdings and Cardinal NE (including, without limitation, all rights of way, surface use agreements, real property rights and documents relating to environmental matters and title to Cardinal NE’s assets). Cardinal shall have the right to have a representative present at all times during such review. Notwithstanding the foregoing, Eclipse shall have no right of access to, and Cardinal shall have no obligation to provide to Eclipse, (i) any information the disclosure of which would jeopardize any privilege available to Cardinal relating to such information or would cause Cardinal to breach a confidentiality or other contractual obligation, or (ii) any information the disclosure of which would result in a violation of any applicable law, rule or regulation, in each case as determined in good faith by Cardinal.

5.     Amendment to Gathering Agreement . Capitalized terms used in this Section  5 and not otherwise defined in this Agreement will have the meaning specified in the Gathering Agreement. Effective as of the Option Commencement Date and during the Option Period, Section 6.1(a) of the Gathering Agreement is hereby amended and restated in its entirety to read as follows:

“(a)    a gathering fee of (i) $0.30 per Mcf of Gas received and measured at the Receipt Points attributable to any Well existing prior to the date hereof, and (ii) $0.15 per Mcf of Gas received and measured at the Receipt Points attributable to any Well drilled on or after the date hereof (as applicable, the “ Gathering Fee ”), and any fees that Producer has given notice that it will pay pursuant to Section  10.3 ;”

In the event that Eclipse Midstream does not exercise the Option or the Closing does not otherwise occur, from and after the end of the Option Period, the amendment to the Gathering Agreement set forth in this Section  5 shall terminate and be of no further force or effect and, for the avoidance of doubt, the Gathering Fee shall be restored to $0.30 per Mcf of all Gas received and measured at the Receipt Points. Except as expressly set forth in Section  4(b) and this Section  5 , the Gathering Agreement will be and is unchanged and will remain in full force and effect in accordance with its terms.

6.     Representations and Warranties .

(a)     Representations and Warranties of Cardinal . Cardinal Parent, Cardinal Holdings and Cardinal NE represent and warrant to Eclipse Parent, Eclipse Midstream and Eclipse PA that:

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(i)    each of Cardinal Parent, Cardinal Holdings and Cardinal NE is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited liability company power and authority to enter into this Agreement and the Purchase Agreement and carry out its respective obligations hereunder and thereunder;

(ii)    the execution and delivery of this Agreement by Cardinal Parent, Cardinal Holdings and Cardinal NE and the consummation by Cardinal Parent, Cardinal Holdings and Cardinal NE of the transactions contemplated hereby have been duly authorized by all necessary limited liability company action on the part of Cardinal Parent, Cardinal Holdings and Cardinal NE, respectively, and no other action on the part of Cardinal Parent, Cardinal Holdings or Cardinal NE is necessary to authorize this Agreement or any of the transactions contemplated hereby;

(iii)    this Agreement has been duly executed and delivered by each of Cardinal Parent, Cardinal Holdings and Cardinal NE and, assuming the due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding obligation of each of Cardinal Parent, Cardinal Holdings and Cardinal NE, enforceable against each of Cardinal Parent, Cardinal Holdings and Cardinal NE in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; and

(iv)    the execution and delivery of this Agreement does not, and the performance of this Agreement by Cardinal Parent, Cardinal Holdings and Cardinal NE will not (A) violate any Law applicable to Cardinal Parent, Cardinal Holdings or Cardinal NE, (B) violate any Organizational Document of Cardinal Parent, Cardinal Holdings or Cardinal NE, or (C) conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets pursuant to any provisions of any mortgage, indenture, lease, contract or other agreement, instrument, permit, concession, franchise, or license of Cardinal Parent, Cardinal Holdings or Cardinal NE, except (in the case of clause (C) above) for such conflicts, violations, defaults, loss of benefits or encumbrances which would not reasonably be expected to result in a Material Adverse Effect.

(b)     Representations and Warranties of Eclipse . Eclipse Parent, Eclipse Midstream and Eclipse PA represent and warrant to Cardinal Parent, Cardinal Holdings and Cardinal NE that:

(i)    (A) Eclipse Parent is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to enter into this Agreement and the Purchase Agreement and to carry out its obligations hereunder and thereunder, and (B) each of Eclipse Midstream and Eclipse PA is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite limited partnership power and authority to enter into this Agreement and the Purchase Agreement, as applicable, and to carry out its obligations hereunder and thereunder;

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(ii)    the execution and delivery of this Agreement by Eclipse Parent, Eclipse Midstream and Eclipse PA and the consummation by Eclipse Parent, Eclipse Midstream and Eclipse PA of the transactions contemplated hereby have been duly authorized by all necessary corporate or limited partnership action, as applicable, on the part of Eclipse Parent, Eclipse Midstream and Eclipse PA and no other action on the part of Eclipse Parent, Eclipse Midstream or Eclipse PA is necessary to authorize this Agreement or any of the transactions contemplated hereby;

(iii)    this Agreement has been duly executed and delivered by each of Eclipse Parent, Eclipse Midstream and Eclipse PA and, assuming the due authorization, execution and delivery of this Agreement by the other Parties, constitutes a valid and binding obligation of each of Eclipse Parent, Eclipse Midstream and Eclipse PA, enforceable against each of Eclipse Parent, Eclipse Midstream and Eclipse PA in accordance with its terms, except as enforceability may be limited by bankruptcy and other laws affecting the rights and remedies of creditors generally and general principles of equity; and

(iv)    the execution and delivery of this Agreement does not, and the performance of this Agreement by Eclipse Parent, Eclipse Midstream and Eclipse PA will not (A) violate any Law applicable to Eclipse Parent, Eclipse Midstream or Eclipse PA, (B) violate any Organizational Document of Eclipse Parent, Eclipse Midstream or Eclipse PA, or (C) conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets pursuant to any provisions of any mortgage, indenture, lease, contract or other agreement, instrument, permit, concession, franchise, or license of Eclipse Parent, Eclipse Midstream or Eclipse PA, except (in the case of clause (C) above) for such conflicts, violations, defaults, loss of benefits or encumbrances which would not reasonably be expected to result in a material adverse effect on the ownership, operation or value of Eclipse Parent and its subsidiaries, taken as a whole.

7.     Confidentiality . Cardinal Parent and Eclipse Parent acknowledge and agree that each is a party to that certain Confidentiality Agreement, dated October 27, 2017 (the “ Confidentiality Agreement ”). The Confidentiality Agreement is hereby incorporated herein by reference and shall constitute a part of this Agreement and remain in full force and effect following the execution of this Agreement until the termination of the Confidentiality Agreement in accordance with its terms. Eclipse Parent, Eclipse Midstream and their Affiliates shall hold in confidence all such information received or reviewed pursuant to this Agreement on the terms and subject to the conditions contained in the Confidentiality Agreement.

8.     Termination . This Agreement will automatically and without any further action terminate and the Option will fully expire and be of no further force or effect in the event the Travis Peak PSA is terminated prior to the closing of the transactions contemplated thereby.

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9.     Assignment . In no event shall any Party have the right to assign this Agreement, or any right, interest or obligation hereunder, without the prior written consent of the other Parties, and any attempt to do so will be invalid and of no effect; provided, however, that Eclipse Midstream may assign this Agreement, including its right to exercise the Option, to a wholly owned subsidiary and, in such event, Eclipse Parent shall guaranty all obligations of such subsidiary under this Agreement and the Purchase Agreement.

10.     Notices . All notices and other communications under this Agreement will be in writing and will be deemed given (a) when delivered personally by hand, (b) when sent by facsimile, with written confirmation of transmission, or by email, with proof of receipt or other confirmation of transmission, or (c) one (1) Business Day following the day sent by overnight courier, with written confirmation of receipt, in each case at the following addresses, facsimile numbers or email addresses, or to such other physical or electronic address as a Party may have specified by notice given to the other Parties pursuant to this Section  10 :

If to Cardinal Parent, Cardinal Holdings or Cardinal NE, to:

Cardinal Midstream II, LLC

8150 N. Central Expressway, Suite 1725

Dallas, Texas 75206

Email: doug.dormer@cardinalmidstream.com

Attention: Douglas E. Dormer, Jr.

with a copy (which will not constitute notice) to:

Thompson & Knight LLP

1722 Routh Street, Suite 1500

Dallas, Texas 75201

Email: wesley.williams@tklaw.com

Attention: Wesley P. Williams

If to Eclipse, to:

Eclipse Resources Corporation

2121 Old Gatesburg Road, Suite 110

State College, PA 16803

Email: chulburt@eclipseresources.com

Attention: Christopher K. Hulburt

with a copy (which will not constitute notice) to:

Norton Rose Fulbright US LLP

2200 Ross Avenue, Suite 3600

Dallas, Texas 75201

Email: bryn.sappington@nortonrosefulbright.com

Attention: Bryn A. Sappington

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Potter Anderson & Corroon LLP

1313 North Market Street

P.O. Box 951

Wilmington, DE 19899

Email: mmorton@potteranderson.com

            pmillard@potteranderson.com

Attention: Mark A. Morton

                 Pamela L. Millard

11.     Governing Law; Venue; WAIVER OR JURY TRIAL . This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflicts of law provision or rule. Any legal suit, action or proceeding arising out of or in connection with this Agreement or the transactions contemplated hereby shall be heard and determined in the Court of Chancery of the State of Delaware (the “ Court of Chancery ”) (or if the Court of Chancery declines to accept jurisdiction over any suit, action or proceeding, any state or the federal court of the United States of America located in the State of Delaware), and each Party irrevocably submits to the exclusive jurisdiction and venue of such courts in any such suit, action or proceeding. The Parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. THE PARTIES AGREE THAT THEY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY SUIT, ACTION OR PROCEEDING (WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

12.     Amendment; Waiver . This Agreement may be amended only by an agreement in writing signed by the Parties. No waiver of any provision or consent to any exception to the terms of this Agreement shall be effective unless in writing and signed by the Party to be bound and then only to the specific purpose, extent and instance so provided.

13.     Remedies . The Parties acknowledge and agree that a breach of this Agreement may cause irreparable harm for which monetary damages may be an inadequate remedy. Accordingly, each Party shall be entitled to seek equitable relief (without the posting of a bond or other surety) in the event of any breach or threatened breach of this Agreement by another Party, including injunctive relief against any breach hereof and specific performance of any provision hereof, in addition to any other remedy to which Buyer may be entitled.

14.     Severability . If any term or provision of this Agreement is invalid, illegal or unenforceable by any present or future rule of law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and the application of such provision will be interpreted so as reasonably to effect the intent of the Parties. The Parties further agree to replace any invalid, illegal or unenforceable term or provision with a valid and enforceable provision that will achieve, to the extent possible, the original intent of the Parties as closely as possible to the fullest extent permitted by law.

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15.     Entire Agreement . This Agreement and the Purchase Agreement sets forth the entire agreement of the Parties and supersedes all prior and existing agreements and understandings among the Parties relating to the subject matter of this Agreement, whether oral or written, consistent or inconsistent.

16.     Counterparts . This Agreement may be executed in any number of counterparts or counterpart signature pages, each of which shall constitute an original and all of which together shall constitute one and the same instrument.

[ Signature Pages Follow ]

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IN WITNESS WHEREOF , this Agreement is executed by the duly authorized representatives of the Parties as of the Effective Date.

[Signature Page to Option Agreement]

IN WITNESS WHEREOF , this Agreement is executed by the duly authorized representatives of the Parties as of the Effective Date.

[Signature Page to Option Agreement]

EXHIBIT A

Form of Purchase Agreement

[ See attached. ]

MEMBERSHIP INTERESTS PURCHASE AGREEMENT

by and among

CARDINAL MIDSTREAM II, LLC

as Seller,

ECLIPSE RESOURCES MIDSTREAM, LP

as Buyer,

ECLIPSE RESOURCES CORPORATION

as Eclipse Parent,

and in respect of

CARDINAL NE HOLDINGS, LLC

as Company

Dated as of [                  ], 201[      ]

[ This is a draft agreement. Delivery or discussion of this draft agreement is not intended to be and should not be construed as an offer, acceptance, or agreement with respect to the contemplated transaction to which this draft agreement pertains. Notwithstanding any past or future conduct or action by the employees, officers, committees, boards of directors, or equityholders of any party to the contemplated transaction (or of any related person) or any other past or future indication of offer, acceptance or agreement, no party to the contemplated transaction (or any related person) will be under any legal, equitable, or other obligation with respect to the contemplated transaction, unless and until the written agreement embodying the contemplated transaction has been executed and delivered by all parties thereto. ]

TABLE OF CONTENTS

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MEMBERSHIP INTERESTS PURCHASE AGREEMENT

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

RECITALS

WHEREAS , Cardinal NE Midstream, LLC, a Delaware limited liability company and wholly-owned subsidiary of Company (“ Cardinal NE ”), owns and operates those certain natural gas gathering, dehydration and related facilities located in the Commonwealth of Pennsylvania, as depicted in the map on Exhibit A (Pennsylvania Facilities) ;

WHEREAS , Seller owns all of the issued and outstanding membership interests of Company (the “ Membership Interests ”);

WHEREAS , Seller, Company, Cardinal NE, Buyer, Eclipse Parent and Eclipse Resources-PA, LP have previously entered into that certain Option Agreement, dated as of December [__], 2017 (the “ Option Agreement ”), pursuant to which Seller granted Buyer the exclusive right and option to purchase the Membership Interests (the “ Option ”), exercisable by Buyer at any time from the date of the Option Agreement until the earlier to occur of the exercise or expiration of the Option pursuant to the terms of the Option Agreement (the “ Option Period ”);

WHEREAS , Buyer has timely given Seller notice, pursuant to the terms of the Option Agreement, of its election to exercise the Option and has otherwise complied with the terms and conditions of the Option Agreement;

WHEREAS , Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, the Membership Interests in exchange for the Purchase Price (as defined below) and upon the terms and subject to the conditions set forth in this Agreement (the “ Transaction ”); and

WHEREAS , Company desires to join in the execution of this Agreement for the purpose of evidencing its consent to the Transaction and for the purpose of making certain representations and warranties to and covenants and agreements with Buyer.

NOW, THEREFORE, in consideration of the above and of the mutual covenants and promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

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ARTICLE I

DEFINITIONS; INTERPRETATION

1.1 Definitions . The following terms, whenever used herein, shall have the following meanings for all purposes of this Agreement:

“ Accounting Arbitrator ” means KPMG LLP or, if KPMG LLP is unwilling or unable to serve as the Accounting Arbitrator, then such other independent national accounting firm as Seller and Buyer may agree.

“ Accounting Records ” means Company’s and Cardinal NE’s accounting and financial books, records and files.

“ Accounting Submission ” has the meaning set forth in Section  2.5(b) (Revised Closing Statement Dispute) .

“ Adjusted Purchase Price ” has the meaning set forth in Section  2.3 (Adjustments to Purchase Price) .

“ Affiliate ” means with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with, such specified Person through one or more intermediaries or otherwise; provided , however , (i) that none of EnCap Investments L.P., Flatrock Energy Advisors, LLC or any portfolio company of or fund organized by either of the foregoing for the purposes of making investments shall be deemed an Affiliate of Seller for purposes of this Agreement and (ii) that neither EnCap Investments L.P. nor any portfolio company of or fund organized by the foregoing for the purposes of making investments shall be deemed an Affiliate of Buyer for purposes of this Agreement. For purposes of this definition, “control” shall mean the ownership, legally or beneficially, directly or indirectly, of fifty percent (50%) or more of the voting shares or membership interest of any company or corporation or business entity. For the purposes of this Agreement, Company and Cardinal NE will be deemed Affiliates of Seller prior to Closing and Affiliates of Buyer from and after Closing.

“ Agreement ” has the meaning set forth in the preamble.

“ Allocation Schedule ” has the meaning set forth in Section  7.8(b) (Purchase Price Allocation) .

“ Asset Taxes ” means ad valorem, property, and similar Taxes based upon or measured by the ownership or operation of the Assets.

“ Assets ” means, less and except the Excluded Assets, all of Cardinal NE’s right, title and interest in and to the natural gas gathering and dehydration assets located in Tioga County, Pennsylvania, and known as the “Pennsylvania Facilities,” as depicted on Exhibit A (Pennsylvania Facilities) and further described as follows:

(a) the System;

(b) the Easements;

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(c) the Real Property;

(d) the Permits;

(e) the Contributed Assets;

(f) the Material Contracts; and

(g) the Records.

“ Assignment of Contributed Assets ” has the meaning set forth in Section  3.3(d) (Seller Deliverables) .

“ Assignment of Excluded Assets ” has the meaning set forth in Section  3.3(c) (Seller Deliverables) .

“ Assignment of Membership Interests ” has the meaning set forth in Section  3.2(b)(i) (Buyer Deliverables) .

“ Business Day ” means any day that is not a Saturday, Sunday or federal holiday in the United States of America.

“ Buyer ” has the meaning set forth in the preamble.

“ Buyer Assumed Liabilities ” has the meaning set forth in Section  7.1 (Contributed Assets) .

“ Buyer Indemnified Parties ” has the meaning set forth in Section  8.1 (Seller Indemnity) .

“ Cardinal III ” means Cardinal Midstream III, LLC, a Delaware limited liability company and Affiliate of Seller.

“ Cardinal NE ” has the meaning set forth in the recitals.

“ Cardinal NE Membership Interests ” has the meaning set forth in Section  6.1(f)(ii)(A) .

“ CERCLA ” means Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended.

“ Claim Notice ” has the meaning set forth in Section  8.6(a)(ii) (Third Party Claim) .

“ Clean Air Act ” means the Federal Clean Air Act, as amended.

“ Closing ” has the meaning set forth in Section  3.1 (Closing) .

“ Closing Payment ” has the meaning set forth in Section  2.4 (Closing Statement; Closing Payment) .

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“ Closing Statement ” has the meaning set forth in Section  2.4 (Closing Statement) .

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Company ” has the meaning set forth in the preamble.

“ Confidentiality Agreement ” means that certain Confidentiality Agreement, dated October 27, 2017, between Seller and Eclipse Parent.

“ Contract ” means, except for the Easements, any contract, agreement, indenture, note, mortgage, loan, instrument, lease, license, commitment or other arrangement, understanding, undertaking, commitment or obligation, whether written or oral.

“ Contributed Assets ” has the meaning set forth in Section  7.1 (Contributed Assets) .

“ Corporate Records ” means Company’s and Cardinal NE’s minute books and any written consents of the board of managers or similar governing body and all committees of the board of managers or similar governing body of Company and Cardinal NE.

“ Court of Chancery ” has the meaning set forth in Section  9.12(b) (Forum) .

“ Direct Claim ” has the meaning set forth in Section  8.6(d) (Direct Claim) .

“ Disagreement Notice ” has the meaning set forth in Section  2.5(a) (Revised Closing Statement) .

“ Disputing Party ” means either Buyer or Seller.

“ Dollars ” or “ $ ” means United States of America dollars.

“ Easements ” means Cardinal NE’s right, title and interest in and to easements, rights of way, surface use agreements, surface leases, and other agreements to use the surface associated with the System, as set forth on Exhibit B (Easements and Rights of Way) .

“ Eclipse Parent ” has the meaning set forth in the preamble.

“ Employees ” has the meaning set forth in Section  6.1(l)(ii) (Employee Matters) .

“ Environmental Filings ” has the meaning set forth in Section  7.10 (Environmental Filings) .

“ Environmental Law ” means any Law relating to the environment, health or safety, Hazardous Material (including the use, handling, transportation, production, Release, treatment, storage, recycling, or disposal thereof), Hydrocarbons (including the use, handling, transportation, production, Release, treatment, storage, recycling, or disposal thereof), or the environmental conditions on, under, or about any Real Property owned, leased or operated by Company, including soil, sediment, surface water, groundwater, and indoor and ambient air conditions or the reporting, response to or remediation of environmental contamination required by a Governmental Authority, including the Clean Air Act, the Federal Water Pollution Control

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Act, as amended, the Rivers and Harbors Act of 1899, as amended, the Oil Pollution Act of 1990, as amended, the Safe Drinking Water Act, as amended, the CERCLA, the Superfund Amendments and Reauthorization Act of 1986, as amended, the RCRA, the Hazardous and Solid Waste Amendments Act of 1984, as amended, the Toxic Substances Control Act, as amended, the Endangered Species Act, as amended, the Occupational Safety and Health Act, as amended, the Hazardous Materials Transportation Act, as amended, and the Natural Gas Pipeline Safety Act of 1968, as amended, and any counterparts or analogues under state or local laws, including Pennsylvania’s Gas and Hazardous Liquids Pipeline Act, and any regulations promulgated thereunder.

“ Environmental Permits ” has the meaning set forth in Section  6.1(p)(iv) (Environmental Matters) .

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated under such act.

“ ERISA Affiliate ” means, with respect to any Person, all employers (whether or not incorporated) that would be treated with such Person as a “single employer” within the meaning of Section 414 of the Code.

“ Excepted Matters ” has the meaning set forth in Section  8.5(b) (Cap on Seller’s Liability ).

“ Excluded Assets ” means all of Cardinal NE’s right, title and interest in and to the assets described on Exhibit F (Excluded Assets) .

“ Execution Date ” has the meaning set forth in the preamble.

“ Final Closing Statement ” means either:

(a) the Final Closing Statement agreed or deemed final and binding in accordance with Section  2.5(a) (Revised Closing Statement) or Section  2.5(b) (Revised Closing Statement Dispute) ; or

(b) the Final Closing Statement issued by the Accounting Arbitrator in accordance with Section  2.5(c) (Accounting Arbitration) .

“ Final Settlement Date ” means the earlier of:

(a) the date Buyer and Seller agree in writing on the Final Closing Statement;

(b) the Post-Closing Date should Buyer not deliver a Disagreement Notice to Seller on or before the Post-Closing Date; or

(c) the date on which the Accounting Arbitrator determines the Final Closing Statement in accordance with Section  2.5(c) (Accounting Arbitration) .

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“ Financial Statements ” means the unaudited balance sheet of Company as of September 30, 2017, and the unaudited income statement for the nine (9)-month period then ended.

“ Fundamental Representations ” means those representations of Seller or Company, as applicable, in Sections 5.1(a) (Organization) , 5.1(b) (Authorization; Enforceability) , 5.1(c)(No Conflicts; Consents) , 5.1(f) (Title to Membership Interests) , 5.1(g) (Preferential Purchase Rights ), 5.1(h) (Brokers’ Fees) , 6.1(a) (Organization) , 6.1(b) (Authorization; Enforceability) , 6.1(c) (No Conflicts; Consents) , 6.1(f) (Capital Structure) , 6.1(h) (Company Subsidiaries) , and 6.1(e) (Brokers’ Fees) .

“ GAAP ” means generally accepted accounting principles of the United States, consistently applied.

“ Gathering Agreement ” means that certain Gathering Agreement, dated April 22, 2016, by and between Cardinal NE and Travis Peak Resources, LLC.

“ Governmental Authority ” means any national, state, county or municipal government, domestic or foreign, any agency, board, bureau, commission, court, department or other instrumentality of any such government, or any arbitrator in any case that has jurisdiction over a Party or any of its respective properties or assets.

“ Hazardous Material ” means:

(a) any “hazardous substance,” as defined by CERCLA;

(b) any “hazardous waste” or “solid waste,” in either case as defined by RCRA or any applicable state counterpart;

(c) any solid, hazardous, dangerous or toxic chemical, material, waste or substance, NORM, or any contaminant or pollutant, as those or similar terms are defined or regulated by any Environmental Law;

(d) any asbestos containing materials in any form or condition;

(e) any polychlorinated biphenyls in any form or condition; or

(f) any hazardous air pollutant which is so designated by the Clean Air Act or the U.S. Environmental Protection Agency.

“ Hired Employees ” has the meaning set forth in Section  7.9 (Employee Matters) .

“ Hydrocarbons ” means crude oil, natural gas, casinghead gas, condensate, sulphur, natural gas liquids, plant products and other liquid or gaseous hydrocarbons produced in association therewith, including coalbed methane gas, CO ₂ , helium and all other minerals of every kind and character.

“ Income Taxes ” means any income, franchise, gross receipts and similar Taxes.

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“ Indemnified Party ” has the meaning set forth in Section  8.6(a) (Third Party Claim) .

“ Indemnifying Party ” has the meaning set forth in Section  8.6(a)(i) (Third Party Claim) .

“ Indemnity Cap ” means an amount equal to One Million Eight Hundred Thousand Dollars ($1,800,000).

“ Indemnity Deductible ” means an amount equal to Three Hundred Fifty Thousand Dollars ($350,000).

“ Insperity ” has the meaning set forth in Section  5.1(i) (Employee Matters) .

“ Insperity Agreement ” has the meaning set forth in Section  5.1(i) (Employee Matters) .

“ Intellectual Property ” has the meaning set forth in Section  6.1(r) (Proprietary Rights) .

“ Interest ” means:

(a) capital stock, member interests, partnership interests, other equity interests, right to profits or revenue and any other similar interest;

(b) any security or other interest convertible into any of the items set forth in (a) in this definition of Interest; and

(c) any right, contingent or otherwise, to acquire any of the items set forth in (a) or (b) in this definition of Interest.

“ Knowledge ” means, (a) with respect to Seller or Company, the actual present knowledge of Douglas E. Dormer, Jr., Timothy A. Roberts and/or Mark J.D. Ward, without any duty of inquiry or investigation, and (b) with respect to Buyer, the actual present knowledge of Benjamin W. Hulburt, Matthew R. DeNezza and/or Christopher K. Hulburt, without any duty of inquiry or investigation.

“ Law ” means any and all applicable federal, state, local or foreign law (including common law), statute, act, constitution, ordinance, permit, writ, injunction, order, regulation, rule, code, decree, judgment or other requirement or rule having the force of law.

“ Legal Proceeding ” means any judicial, administrative or arbitral action, suit, mediation, investigation, inquiry, proceeding or claim (including any counterclaim) by or before a Governmental Authority.

“ Liabilities ” means any and all claims, causes of action, payments, charges, judgments, assessments, liabilities, obligations, damages, losses, penalties, fines, costs, and expenses, including reasonable attorneys’ and consultants’ fees and expenses incurred in connection therewith.

“ Liens ” means any lien, mortgage, security interest, pledge, deposit, restriction, burden, charge, adverse claim, encumbrance, rights of a vendor under any title retention or conditional

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sale agreement, or lease or other arrangement substantially equivalent thereto, preferential arrangement or restriction or limitation of any kind, including any restriction on the use, voting, transfer, receipt of income or other exercise of any attributes of ownership (including any Contract granting any of the foregoing).

“ Material Adverse Effect ” means any event, change, circumstance, occurrence, condition, fact, result, effect or other matter (whether foreseen or not) that has had or will have, individually or in the aggregate with any other events or circumstances, a material adverse effect on the ownership, operation or value of Company or Cardinal NE, taken as a whole and as operated, owned or valued as of the Execution Date; provided , however , that none of the following, either alone or in combination, will constitute, or be considered in determining whether there has been, a Material Adverse Effect: any event, change, circumstance, effect or other matter resulting from or related to (i) any outbreak or escalation of war or major hostilities or any act of terrorism, (ii) changes, after the Execution Date, in Laws, GAAP or enforcement or interpretation thereof, (iii) changes that generally affect the industry and market in which Company and Cardinal NE operate, (iv) changes in financial markets, general economic conditions (including prevailing interest rates, exchange rates, commodity prices and fuel costs) or political conditions, (v) changes generally affecting natural gas and condensate gathering and pipeline companies (including changes in the market price of Hydrocarbons), (vi) any action taken or failed to be taken pursuant to or in accordance with this Agreement or at the request of, or consented to by, Buyer, or (vii) the execution or delivery of this Agreement, the consummation of the Transaction or the public announcement or other publicity with respect to any of the foregoing.

“ Material Contracts ” means any of the following Contracts to which either Company or Cardinal NE is a party:

(a) Contracts that can reasonably be expected to involve obligations of, or payments after the Execution Date in a calendar year in excess of Two Hundred Thousand Dollars ($200,000);

(b) participation agreements, joint development agreements, area of mutual interest agreements, asset purchase agreements, partnership agreements, joint venture agreements or operating agreements;

(c) Contracts for the purchase or sale, gathering, compression, dehydration, processing, storage or transportation of Hydrocarbons that cannot be terminated by Company or Cardinal NE without penalty on ninety (90) days’ notice or less;

(d) Contracts that constitute a pipeline interconnect or facility operating or maintenance agreement;

(e) Contracts for the sale of any of the Assets or the grant to any Person of any Preferential Purchase Rights with respect to any of the Assets;

(f) Contracts relating to the acquisition by Company or Cardinal NE of any operating business or material assets or capital stock of any other Person, whether by merger, purchase of equity, purchase of assets or otherwise;

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(g) Contracts relating to the incurrence, assumption or guarantee of any indebtedness or imposing of a Lien on any of the Assets, including indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of property, mortgages, pledge agreements, security agreements, or conditional sale or title retention agreements;

(h) Contracts between Company or Cardinal NE, on the one hand, and Seller or any of its Affiliates, on the other hand, other than Contracts that will be terminated prior to the Closing without any liability to Company or Cardinal NE;

(i) Contracts that provide for a limit on the ability of Company or Cardinal NE to compete in any line of business or in any geographic area, including an area of mutual interest, during any period of time after the Closing or that contains a most favored nations or similar provision or a restriction on transfer of any Assets of Company or Cardinal NE;

(j) outstanding Contracts of guaranty, surety or indemnification by Company or Cardinal NE; and

(k) Contracts which grant a power of attorney with respect to the affairs of Company or Cardinal NE.

“ Membership Interests ” has the meaning set forth in the recitals.

“ Meters ” means the meters owned by Company and listed on Exhibit C (Meters) .

“ Net Amount Owed to/from Seller Group ” means the net amount Company and/or Cardinal NE owes to, or is owed by, the Seller Group.

“ Net Working Capital ” means the net amount of Company’s consolidated current assets less consolidated current liabilities as of the Execution Date, calculated in accordance with GAAP applied on a consistent basis and determined in accordance with the accounting principles, methodologies and procedures used by Company; provided, however , that for purposes of this definition, “Net Working Capital” includes the Net Amount Owed to/from Seller Group as of the Execution Date.

“ NORM ” means naturally occurring radioactive material.

“ Notice ” has the meaning set forth in Section  9.1 (Notices) .

“ Operating Agreement ” means that certain Limited Liability Company Agreement of Cardinal NE Holdings, LLC, dated April 18, 2016.

“ Option ” has the meaning set forth in the recitals.

“ Option Agreement ” has the meaning set forth in the recitals.

“ Option Period ” has the meaning set forth in the recitals.

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“ Order ” means any order, judgment, injunction, ruling, sentence, subpoena, writ or award issued, made, entered or rendered by any Governmental Authority.

“ Organizational Documents ” means, with respect to a particular Person (other than a natural person), the certificate or articles of incorporation, by-laws, partnership agreement, regulations, limited liability company agreement or similar organizational document or agreement, as applicable, of such Person.

“ Party ” and “ Parties ” have the respective meanings given to such terms in the preamble.

“ Permits ” means all permits, licenses, sublicenses, certificates, approvals, consents, notices, waivers, variances, franchises, registrations, Orders, filings, accreditations, or other similar authorizations required by any Law or Governmental Authority or granted by any Governmental Authority insofar as they relate to the System, and are set forth on Exhibit D (Permits) .

“ Permitted Encumbrances ” means:

(a) Liens for Taxes, assessments and governmental charges or levies not yet due and payable as of the Execution Date;

(b) operators’, materialmen’s, mechanics’, carriers’, workmen’s, landlords’ and repairmen’s Liens and other similar Liens arising in the ordinary course of business and with respect to which the underlying obligation is not delinquent or, if delinquent, is being contested in good faith and set forth on Schedule 1.1(b) ;

(c) the terms and conditions of the Material Contracts;

(d) the terms and conditions of all other sales Contracts that are not Material Contracts and do not individually or in the aggregate materially detract from the value of the Assets or Company or materially interfere with the operation or use of any of the Assets (as currently owned and operated);

(e) all rights to consent by, required notices to, filings with or other actions by any Governmental Authority in connection with the sale or conveyance of the Assets or the Membership Interests therein if the same are customarily obtained subsequent to such sale or conveyance;

(f) easements, rights of way, servitudes, surface leases and other rights in respect of surface operations, pipelines, gathering lines, grazing, logging, canals, ditches, reservoirs or the like and conditions, covenants or other restrictions, and easements for streets, alleys, highways, pipelines, gathering lines, telephone lines, power lines, railways and other easements and rights of way on, over or in respect of any of the Assets, which do not operate to materially interfere with current operations on the Assets;

(g) all zoning, entitlement and other land use restrictions under applicable Law (including Environmental Law);

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(h) defects or irregularities arising out of lack of authorization with respect to documents executed by (i) an officer or director presumed under applicable Law to have such authority or (ii) other Persons presumed under applicable Law to have such authority (unless Buyer provides evidence that such action was not authorized and results in another Person’s superior claim of title to the relevant Asset);

(i) defects or irregularities that have been cured or remedied by applicable statutes of limitation;

(j) defects or irregularities in the chain of title consisting of omissions of heirship proceedings if the matters to be covered by such omitted heirship proceedings are covered by appropriate affidavits of heirship;

(k) defects or irregularities in the chain of title consisting of the failure to recite marital status in documents, unless Buyer provides affirmative evidence that such failure or omission has resulted in another party’s superior claim of title;

(l) the terms and conditions of the Easements, as well as the terms and conditions of all assignments and conveyances to Company or Cardinal NE, as applicable, of any of the Easements;

(m) any matter waived in writing by Buyer;

(n) all Liens released prior to or at Closing; and

(o) all other Liens, defects, instruments, Contracts, obligations, defects and irregularities affecting the Assets or Company that individually or in the aggregate do not materially:

(i) detract from the value of Company or the Assets;

(ii) interfere with the operation or use of the Assets; and

(iii) detract from the ability of Seller to obtain access, gather, treat, transport, process or otherwise market Hydrocarbons.

“ Person ” means any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture, joint stock company, Governmental Authority or any other entity of any kind.

“ Post-Closing Date ” has the meaning set forth in Section  2.5(a) (Revised Closing Statement) .

“ Pre-Closing Period ” means any taxable period ending on or before the Execution Date.

“ Preferential Purchase Right ” means preferential purchase right, right of first refusal, right of first offer, or similar right.

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“ Property Costs ” means all capital expenditures incurred in the ownership, operation and development of the Assets during the Option Period pursuant to an Expansion Notice (as defined in the Gathering Agreement). The term “Property Costs” shall not include any capital expenditures to the extent funded by Buyer or its Affiliates.

“ Purchase Price ” has the meaning set forth in Section  2.2 (Consideration) .

“ RCRA ” means the Resource Conservation and Recovery Act of 1976, as amended.

“ Real Property ” means the surface estate described on Exhibit E (Real Property) .

“ Real Property Assets ” means, collectively, the Real Property and the Easements.

“ Records ” means collectively the Accounting Records, the Corporate Records, the Material Contracts, Tax records, Tax Returns and all other files, records and data maintained by Seller, Company or Cardinal NE relating to the System. “Records” shall not include the following (which shall be retained by Seller): (a) documents subject to legal privilege (such as the attorney-client privilege or work product doctrine) or unaffiliated Third Party contractual restrictions on disclosure or transfer, (b) Seller’s general corporate books, records and files, even if containing references to the Assets, Company or Cardinal NE, (c) interpretative or subjective data, (d) personnel information, unless such information concerns a Hired Employee, (e) Seller Group’s federal income Tax Returns, Seller Group’s state combined/unitary/consolidated income Tax Returns, and other Tax Returns or other Income Tax information of Seller Group not related to the Assets, and (f) records relating to the sale of the Assets or Company.

“ Release ” means any spilling, leaking, pumping, pouring, emitting, discarding, abandoning, emptying, discharging, disposing, migrating, injecting, escaping, leaching or dumping into the environment.

“ Representatives ” means the directors, officers, partners, members, managers, employees, contractors, agents, or advisors (including attorneys, accountants, consultants, bankers, financial advisors, and any representatives of those advisors) of a Person.

“ Revised Closing Statement ” has the meaning set forth in Section  2.5(a) (Revised Closing Statement) .

“ Seller ” has the meaning given to such term in the preamble.

“ Seller Assumed Liabilities ” has the meaning set forth in Section  7.2 (Treatment of Excluded Assets) .

“ Seller Group ” means Seller and its Affiliates other than Company and Cardinal NE.

“ Seller Indemnified Parties ” has the meaning set forth in Section  8.2 (Buyer Indemnity) .

“ Seller Marks ” has the meaning set forth in Section  7.6 (Use of Seller’s Marks) .

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“ Seller Taxes ” means (a) all Income Taxes attributable to the Assets and operations of the Company or Cardinal NE through the Closing Date, including the portion of any Straddle Period ending on the Closing Date as allocated to Seller pursuant to Section 7.8(c)(ii) (including, for the avoidance of doubt, Income Taxes arising in connection with the Transactions), (b) Asset Taxes allocable to Seller pursuant to Section  7.8(c)(i) (Liability for Asset Taxes)  (c) any Taxes imposed on or with respect to the ownership or operation of the Excluded Assets, (d) any other Taxes not described in clauses (a) through (c) above, imposed on or with respect to the ownership, use or operation of the Assets for any Tax period (or portion thereof) ending on or before the Execution Date and allocated to Seller under Section 7.8(c)(iii) but excluding the amount of any Tax described in clauses (a) through (d) above specifically included as a current liability in the determination Net Working Capital, (e) without duplication, any Taxes resulting from a breach of a representation in Section 6.1(i) and (f) any Taxes arising by reason of the Company or Cardinal NE being liable for Taxes of another Person pursuant to Treasury Regulation Section 1.1502-6(d) or analogous provision of state or local Tax or by reason of being included in a combined or unitary Tax Return or by contract as a transferee, successor or by reason of a tax sharing agreement.

“ Straddle Period ” means any Tax period beginning before and ending after the Execution Date.

“ Straddle Tax Returns ” has the meaning set forth in Section  7.8(d)(ii) (Responsibility for Filing Tax Returns and Covenants) .

“ System ” means the “Pennsylvania Facilities” depicted on Exhibit A (Pennsylvania Facilities ), including all facilities, approximately four (4) miles of natural gas gathering lines, leased dehydration facilities, cathodic protection equipment, Meters, valves, fittings, equipment, tanks, personal property and appurtenances located downstream of the point of entry, which is the upstream side of the furthest upstream pipe or equipment owned by Cardinal NE that is connected to and contiguous with the System, and extending to the delivery points into Third Party facilities or pipelines, in each case used or held for use (even if inactive or not currently in service) in the ownership and operation of such gathering system.

“ Tax Audit ” means any audit, adjustment, claim, examination, assessment, contest, or other proceeding with respect to Taxes of Company.

“ Tax Returns ” means any report, return, election, document, estimated tax filing, declaration, claim for refund, information returns, or other filing of Company provided to any Governmental Authority including any schedules or attachments thereto and any amendment thereof.

“ Taxes ” means all taxes, assessments, charges, duties, fees, levies, imposts, or other similar charges imposed by a Governmental Authority, including all income, franchise, profits, margins, capital gains, capital stock, transfer, gross receipts, sales, use, transfer, service, occupation, ad valorem, real or personal property, excise, severance, windfall profits, customs, premium, stamp, license, payroll, employment, social security, unemployment, disability, environmental, alternative minimum, add-on, value-added, withholding, unclaimed property or escheat and other taxes, and assessments, charges, duties, fees, levies, imposts, or other similar charges of any kind, and all estimated taxes, deficiency assessments, additions to tax, penalties and interest with respect to taxes, whether disputed or otherwise.

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“ Third Party ” means a Person other than a Party or its Affiliates.

“ Third Party Claim ” has the meaning set forth in Section  8.6(a) (Third Party Claim) .

“ Title Defect ” means any Lien or defect in title associated with Cardinal NE’s title to the Assets, other than a Permitted Encumbrance, that adversely affects in any material respect the value of such Asset or the ability of Cardinal NE to own, operate or maintain the Assets in the ordinary course of business consistent with past practice.

“ Transaction ” has the meaning set forth in the recitals.

“ Transaction Documents ” means this Agreement, the Confidentiality Agreement, the Assignment of Membership Interests, the Assignment of Excluded Assets, the Assignment of Contributed Assets and any other agreements, instruments or documents entered into pursuant to or in connection with this Agreement.

“ Transfer Taxes ” means all transfer, documentary, sales, use, stamp, registration, value-added, recording, registration, conveyance, stock transfer, gross receipts, duty, securities transactions or other similar fees or Taxes or governmental charges and related amounts, including any penalties, interest, additions to Tax, and any payment made in lieu of any such Taxes or governmental charges incurred in connection with this Agreement or the Transaction.

“ Working Capital Deficit ” means the amount, if any, by which the Net Working Capital, as reflected on the Final Closing Statement, is less than zero.

“ Working Capital Surplus ” means the amount, if any, by which the Net Working Capital, as reflected on the Final Closing Statement, is greater than zero.

1.2 Interpretation .

(a) References to the preamble or recitals, or to a “Section,” “Schedule” or “Exhibit,” means the preamble or recitals, or a Section, Schedule or Exhibit, to this Agreement.

(b) The preamble, recitals, Schedules and Exhibits form a part of this Agreement.

(c) References to “herein,” “hereby,” “hereunder,” “hereof” and similar expressions are references to this Agreement and not to any particular Section, Schedule or Exhibit.

(d) References to a Party or Person include references to such Party’s or Person’s successors or assigns (immediate or otherwise).

(e) Words importing the singular include the plural and vice versa.

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(f) Words importing gender include the masculine, feminine and neutral genders.

(g) The use of headings is for convenience of reference only and does not affect the construction or interpretation of this Agreement.

(h) The words “include” or “including” mean “including without limitation.”

(i) Any reference to a statutory provision includes any subordinate legislation made from time to time under that provision.

(j) Any reference to a statutory provision includes such provision as from time to time modified or re-enacted or consolidated, whether before, on or after the Execution Date so far as such modification, re-enactment or consolidation applies or is capable of applying to any Transaction Document entered into prior to Closing, except to the extent that any statutory provisions made or enacted after the Execution Date would create or increase the liability of Seller under this Agreement or any other Transaction Document.

(k) If there is any conflict or inconsistency between a term in the main part of this Agreement and a term in any of the Schedules, Exhibits or other document referred to or otherwise incorporated into this Agreement, the term in the main part of this Agreement will prevail to the extent of such conflict or inconsistency.

ARTICLE II

PURCHASE AND SALE

2.1 Purchase and Sale of Membership Interests . Upon the terms and subject to the conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing, all right, title and interest of the Seller in and to the Membership Interests.

2.2 Consideration . In consideration for the purchase of the Membership Interests, Buyer shall pay to Seller Eighteen Million Three Hundred Thousand Dollars ($18,300,000) (the “ Purchase Price ”), as adjusted in accordance with Section  2.3 (Adjustments to Purchase Price) .

2.3 Adjustments to Purchase Price . The Purchase Price will be adjusted as follows, and the resulting amount will be the “ Adjusted Purchase Price ”:

(a) Upward Adjustment . The Purchase Price will be adjusted upward by the following amounts (without duplication):

(i) the Working Capital Surplus, if any;

(ii) the product of (A) the aggregate amount of all Property Costs incurred by Company or Cardinal NE during the Option Period and until the Closing, multiplied by (B) 1.62; and

(iii) any other amount otherwise agreed upon by the Parties in writing.

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(b) Downward Adjustment . The Purchase Price will be adjusted downward by the following amounts (without duplication):

(i) the Working Capital Deficit, if any; and

(ii) any other amount otherwise agreed upon by the Parties in writing.

2.4 Closing Statement; Closing Payment . In accordance with the terms of the Option Agreement, prior to the Execution Date, Seller prepared and delivered to Buyer a statement (the “ Closing Statement ”) showing Seller’s computation of the estimated Adjusted Purchase Price (using actual numbers and amounts where available, and using Seller’s good faith estimate of other amounts, where actual amounts are not available). The estimated Adjusted Purchase Price determined in accordance with the terms of the Option Agreement and this Section  2.4 shall constitute the dollar amount to be paid by Buyer to Seller at the Closing (the “ Closing Payment ”).

2.5 Post-Closing Adjustment .

(a) Revised Closing Statement . On or before the date that is ninety (90) days after the Execution Date, Seller shall prepare and deliver to Buyer a revised Closing Statement (the “ Revised Closing Statement ”) setting forth the revised computation of the Adjusted Purchase Price. Seller shall provide to Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on the Revised Closing Statement (and reasonable access to Seller’s personnel, including internal accountants) to permit Buyer to perform or cause to be performed an audit of the Revised Closing Statement, at Buyer’s expense. Buyer will have thirty (30) days from the date of receipt of the Revised Closing Statement (such date the “ Post-Closing Date ”) to provide Seller with Notice of Buyer’s disagreement (the “ Disagreement Notice ”) with the Revised Closing Statement, such Disagreement Notice to specify in reasonable detail the Dollar amount, nature and basis of any such disagreement, along with data and information which reasonably substantiates such disagreement. Should Buyer not timely deliver a Disagreement Notice, or should Buyer execute and deliver to Seller a Buyer countersigned Revised Closing Statement, then the Revised Closing Statement shall be deemed the Final Closing Statement, and shall be final and binding on the Parties.

(b) Revised Closing Statement Dispute . Should Buyer timely deliver a Disagreement Notice, then the Parties will, in good faith, use their commercially reasonable efforts for a period of thirty (30) days following Seller’s receipt of the Disagreement Notice to resolve the disagreements specified in the Disagreement Notice and agree and execute the Final Closing Statement. If at the end of such thirty (30) day period, the Parties have not reached agreement on all matters set forth in the Disagreement Notice, any Party may submit the matters that remain in disagreement (and only such matters) to the Accounting Arbitrator (with a copy thereof to the other Parties to such disagreement on the same day) for resolution (such submission, the “ Accounting Submission ”).

(c) Accounting Arbitration . The arbitration shall be governed by the U.S. Arbitration Act, 9 U.S.C. §§ 1-16 to the exclusion of any provision of state law inconsistent therewith or which would produce a different result. The arbitration shall be held in Dallas,

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Texas. The Accounting Arbitrator will take such steps as he or she may deem necessary or desirable to avoid delay and to achieve a just, speedy and cost-effective resolution of the dispute. The Accounting Arbitrator will set a hearing date, which may be no earlier than thirty (30) days and no later than sixty (60) days from the date the Accounting Arbitrator receives the Accounting Submission. Each Disputing Party shall, no later than seven (7) Business Days prior to the hearing date set by the Accounting Arbitrator, submit a written brief to the Accounting Arbitrator (and a copy thereof to the other Disputing Party on the same day) with Dollar figures, calculations, and supporting documentation and information that support such Disputing Party’s position in respect of the matters set forth in the Accounting Submission. The hearing shall be conducted on a confidential basis. The Accounting Arbitrator may consider only those matters in disagreement that were set forth in the Accounting Submission and which remain in dispute and, for avoidance of doubt, the Accounting Arbitrator shall not be authorized to hear and determine any issue other than one related to the method of calculating the Revised Settlement Statement. The Accounting Arbitrator’s decision shall be based upon and be consistent with the terms and conditions of this Agreement. In deciding any matter, the Accounting Arbitrator (i) shall be bound by the provisions of this Section  2.5 and the related definitions and (ii) may not assign a value to any disputed item greater than the greatest value for such item claimed by a Disputing Party in its submission. The Accounting Arbitrator shall render its decision, which will include a written statement of its findings and conclusions, along with the Final Closing Statement reflecting such findings and conclusions, no later than thirty (30) days after the hearing date. The decision of the Accounting Arbitrator shall be (i) final and binding on the Disputing Parties and (ii) final and non-appealable for all purposes hereunder; provided that such decision may be reviewed, corrected, or set aside by a court of competent jurisdiction, but only if and to the extent that the Accounting Arbitrator is found by such court of competent jurisdiction to have made mathematical errors with respect to its decision. Each Disputing Party will be responsible for one half of the costs and expenses of the Accounting Arbitrator.

(d) Final Closing Statement . If the amount set forth on the Final Closing Statement exceeds the Closing Payment, then, within ten (10) Business Days after the Final Settlement Date, Buyer shall pay to Seller, by wire transfer of immediately available funds to the account(s) designated in writing by Seller, the amount by which the amount set forth on the Final Closing Statement exceeds the Closing Payment. If the amount set forth on the Final Closing Statement is less than the Closing Payment, then, within ten (10) Business Days after the Final Settlement Date, Seller shall pay to Buyer, by wire transfer of immediately available funds to the account designated in writing by Buyer, the amount by which the amount set forth on the Final Closing Statement is less than the Closing Payment.

ARTICLE III

CLOSING

3.1 Closing . The closing of the sale and transfer of the Membership Interests from Seller to Buyer as contemplated by this Agreement (the “ Closing ”) shall take place on the Execution Date at the offices of Thompson & Knight LLP, located at 1722 Routh Street, Suite 1500, Dallas, Texas 75201, or at such other location as Seller and Buyer may agree in writing.

3.2 Buyer Deliverables . At Closing, Buyer shall:

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(a) pay the Closing Payment to Seller, by wire transfer of immediately available funds to the account designated in writing by Seller;

(b) deliver to Seller:

(i) an assignment of the Membership Interests in the form attached hereto as Exhibit G (the “ Assignment of Membership Interests ”) duly executed by Buyer, effecting the assignment to and assumption by Buyer of all right, title and interest of the Seller in and to the Membership Interests; and

(ii) such other documents, instruments and agreements as Seller reasonably requests as required to consummate the Transaction.

3.3 Seller Deliverables . At Closing, Seller shall deliver to Buyer:

(a) an affidavit of non-foreign status from Seller that complies with Section 1445 of the Code;

(b) the Assignment of Membership Interests duly executed by Seller;

(c) an assignment and assumption agreement of the Excluded Assets and any Liabilities associated therewith in the form attached hereto as Exhibit H (the “ Assignment of Excluded Assets ”) duly executed by Seller and Cardinal NE, effecting the assignment to and assumption by Seller of the Excluded Assets and any Liabilities associated therewith;

(d) an assignment and assumption agreement of the Contributed Assets and any Liabilities associated therewith in the form attached hereto as Exhibit J (the “ Assignment of Contributed Assets ”) duly executed by Seller and Cardinal NE, effecting the assignment to and assumption by Cardinal NE of the Contributed Assets and any Liabilities associated therewith;

(e) documents evidencing the resignation of the officers and managers of the Company; and

(f) such other documents, instruments and agreements as Buyer reasonably requests as required to consummate the Transaction.

3.4 Company Deliverables . At Closing, Seller shall cause Company to deliver to Buyer:

(a) certificate of good standing with respect to Company issued by the Delaware Secretary of State, and certificates of good standing with respect to Cardinal NE issued by the Delaware Secretary of State and the Pennsylvania Secretary of the Commonwealth, no more than five (5) Business Days prior to Closing for each;

(b) the Assignment of Excluded Assets duly executed by Cardinal NE; and

(c) the Assignment of Contributed Assets duly executed by Cardinal NE.

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3.5 Transfer of Membership Interest . Upon consummation of the Closing, and notwithstanding anything in the Operating Agreement to the contrary, (a) Seller shall be automatically withdrawn from Company and shall no longer be a member of Company or a party to the Operating Agreement and (b) Buyer shall be admitted as the sole member of Company, all without any further action being required. The Parties acknowledge and agree that immediately following the Closing, Buyer may update Company’s records and/or amend the Operating Agreement to, among other things, reflect the transfer of the Membership Interests to Buyer and to reflect that Buyer is the sole member of Company.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

4.1 Representations and Warranties of Buyer . Buyer represents and warrants to Seller the following as of the Execution Date (unless a different date is otherwise indicated):

(a) Organization . Buyer is a limited partnership, validly organized and existing in good standing under the laws of Delaware.

(b) Authorization; Enforceability . Buyer has all requisite limited partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement, and the performance of the Transaction, have been duly and validly authorized by Buyer, and no other action on the part of Buyer is necessary to authorize this Agreement or the performance of the Transaction. This Agreement has been duly and validly executed and delivered by Buyer (and all documents required hereunder to be executed and delivered by Buyer at Closing will be duly executed and delivered by Buyer), and assuming the due execution and delivery by the other Parties, this Agreement constitutes, and at Closing each such document will constitute, a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(c) No Conflict; Consents . Except as would not reasonably be expected to prevent, impede, or materially delay the ability of Buyer to enter into and perform its obligations under this Agreement, the execution and delivery of this Agreement by Buyer and the consummation of the Transaction by Buyer do not and shall not:

(i) violate any Law applicable to Buyer;

(ii) require any filing with, consent, approval or authorization of, or, notice to, any Governmental Authority;

(iii) violate any Organizational Document of Buyer; or

(iv) require any filing with or permit, consent or approval of, or the giving of any notice to, any Person.

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(d) Litigation . Except as would not reasonably be expected to prevent, impede, or materially delay the ability of Buyer to enter into and perform its obligations under this Agreement, Buyer:

(i) is not subject to any outstanding Order; and

(ii) is not a party to or to its Knowledge, threatened by, any Legal Proceeding.

(e) Brokers’ Fees . Buyer and its Affiliates have not entered into any Contract with any Person that would require the payment by, or result in a Liability to, Seller, Company or any of their respective Affiliates of any brokerage fee, finders’ fee, or other commission in connection with the Transaction.

(f) Financial Ability . Buyer has and will maintain, through a combination of cash on hand and funds available under existing lines of credit, funds sufficient to fund the consummation of the Transaction and satisfy all other costs and expenses in connection herewith.

(g) Bankruptcy . Buyer is solvent, has not instituted and is not subject to or threatened by any insolvency, receivership or bankruptcy proceeding or any other proceeding for the settlement of debts, has not made an assignment for the benefit of creditors, has not failed to pay any amount due under any loan, guarantee or security agreement on the due date or within any applicable grace period, and has not defaulted under any other term of any loan, guarantee or security agreement which would allow its holder to accelerate an obligation.

(h) Independent Evaluation . Buyer is sophisticated, experienced and knowledgeable in the oil and gas midstream business and is aware of the risks of such business. In making its decision to enter into this Agreement and consummate the Transaction, Buyer:

(i) has relied or shall rely solely on (i) its own independent investigation and evaluation of Company and Cardinal NE and the advice of its own legal, tax, economic, environmental, engineering and geological advisors and the express provisions of this Agreement and not on any comments, statements, projections or other materials made or given by any Representatives of Seller or Company; and (ii) the express written representations and warranties of Seller and Company set forth in Article V and Article VI , respectively, of this Agreement (including related portions of the Schedules) and neither Seller nor any other Person has made any representation or warranty as to Seller, Company, Cardinal NE or the Membership Interests, except as expressly set forth in Article V and Article VI , respectively, of this Agreement (including the related portions of the Schedules); and

(ii) as of the Execution Date, has satisfied itself through its own due diligence as to the environmental and physical condition of and contractual arrangements and other matters affecting Company.

(i) Accredited Investor . Buyer is an “accredited investor,” as such term is defined in Regulation D of the Securities Act of 1933, as amended, and will acquire the Membership Interests for its own account and not with a view to a sale or distribution thereof in

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violation of the Securities Act of 1933, as amended, and the rules and regulations thereunder, any applicable state blue sky Laws or any other applicable securities Laws. Buyer is experienced in investment matters, fully understands the Transaction, and has the financial ability and resources to bear the economic risks of the investment in the Membership Interests.

(j) Restricted Securities . Buyer acknowledges that the Membership Interests have not been registered under applicable federal and state securities laws and that the Membership Interests may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of unless such transfer, sale, assignment, pledge, hypothecation or other disposition is registered under applicable federal and state securities laws or pursuant to an exemption from registration under any federal or state securities laws.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SELLER

5.1 Representations and Warranties of Seller . Subject to the matters specifically listed or disclosed in the Schedules to this Agreement, Seller represents and warrants to Buyer the following as of the Execution Date (unless a different date is otherwise indicated):

(a) Organization . Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware.

(b) Authorization; Enforceability . Seller has all requisite limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement, and the performance of the Transaction, have been duly and validly authorized by Seller, and no other action on the part of Seller is necessary to authorize this Agreement or the performance of the Transaction. This Agreement has been duly and validly executed and delivered by Seller (and all documents required hereunder to be executed and delivered by Seller at the Closing will be duly executed and delivered by Seller), and assuming the due execution and delivery by the other Parties, this Agreement constitutes, and at the Closing each such document will constitute, a valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(c) No Conflicts; Consents . The execution and delivery of this Agreement by Seller and the consummation of the Transaction does not:

(i) violate any Law applicable to Seller;

(ii) require any filing with, consent, approval, or authorization of, or notice to, any Governmental Authority;

(iii) violate any Organizational Document of Seller; or

(iv) require any filing with or permit, consent or approval of, or the giving of any notice to, any Person, except in the case of Sections 5.1(c)(ii) or 5.1(c)(iv) such that has been obtained prior to the Execution Date or as would not reasonably be expected to have a Material Adverse Effect.

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(d) Litigation . Except as would not reasonably be expected to prevent, impede, or materially delay the ability of Seller to enter into and perform its obligations under this Agreement, Seller:

(i) is not subject to any outstanding Order; and

(ii) is not a party to or to its Knowledge, threatened by, any Legal Proceeding.

(e) Bankruptcy . Seller is solvent, has not instituted and is not subject to or threatened by any insolvency, receivership or bankruptcy proceeding or any other proceeding for the settlement of debts, has not made an assignment for the benefit of creditors, has not failed to pay any amount due under any loan, guarantee or security agreement on the due date or within any applicable grace period, and has not defaulted under any other term of any loan, guarantee or security agreement which would allow its holder to accelerate an obligation.

(f) Title to Membership Interests . Seller is the sole member of Company and is the record owner of and has good and valid title to the Membership Interests and sole and unrestricted voting power and power of disposition with respect to all of the Membership Interests. Seller has the power, authority and legal capacity to sell, transfer, assign and deliver the Membership Interests as provided in this Agreement, and upon consummation of the Transaction, such sale, transfer, assignment and delivery to Buyer, Buyer will acquire good and valid title to all of the Membership Interests free and clear from all Liens other than:

(i) those that may arise by virtue of actions taken by or on behalf of Buyer or its Representatives; or

(ii) restrictions on transfer that may be imposed by federal or state securities Laws.

(g) Preferential Purchase Rights . Other than the Option Agreement, there are no Preferential Purchase Rights in respect of Seller’s sale and transfer of the Membership Interests to Buyer under this Agreement.

(h) Brokers ’ Fees . Seller has not entered into any Contract with any Person that would require the payment by, or result in a Liability to, Buyer or its Affiliates after Closing of any brokerage fee, finders’ fee, or other commission in connection with the Transaction.

(i) Employee Matters .

(i) Cardinal III has entered into a Client Service Agreement (the “ Insperity Agreement ”) with Insperity PEO Services, L.P. (“ Insperity ”), under which Insperity and Cardinal III are co-employers of the Employees. Pursuant to the Insperity Agreement, Insperity is responsible for, among other things, paying salaries and wages to the Employees, complying with reporting and payment of federal and state payroll taxes,

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and providing certain benefits as specified in the Insperity Agreement to the Employees, including benefits under employee benefit plans as specified in the Insperity Agreement. Cardinal III has complied in all material respects with its responsibilities under the Insperity Agreement. To Seller’s Knowledge, Insperity has (A) complied in all material respects with its responsibilities under the Insperity Agreement, and (B) complied in all material resects with applicable Laws relating to employment and labor and with respect to its adoption and administration of the employee benefit plans.

(ii) With respect to the Employees, Cardinal III and Seller are in material compliance with all applicable Laws relating to employment, including all such Laws relating to fair employment practices, equal employment opportunities, prohibited discrimination and other similar employment activities, safety and health, compensation, tax withholding, tax payment and workers’ compensation.

(iii) With respect to the Employees, neither Cardinal III nor Seller is a party to any collective bargaining agreement and, to Seller’s Knowledge, no petition has been filed with any labor relations board seeking recognition of a bargaining representative of any Employee by any individual or group of individuals. No collective bargaining agent has been certified as a representative of any Employee and no union organization campaign is currently pending with respect to any Employee.

(j) Employee Benefit Plans .

(i) Schedule 5.1(j) contains a true and complete list of each “employee benefit plan”, as defined in Section 3(3) of ERISA (whether or not subject to ERISA), and any other material plan, Contract or arrangement involving direct or indirect compensation, including insurance coverage, severance benefits, deferred compensation, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement compensation adopted, maintained or administered by Seller, Cardinal III or Insperity for the benefit of any current or former Employee, director, manager or officer of Company or Cardinal NE.

(ii) None of Seller, Cardinal III, or any of their respective ERISA Affiliates has, within the past six (6) years, sponsored, maintained, contributed to, or had any obligation to contribute to, any (A) “employee benefit pension plan” (within the meaning of Section 3(2) of ERISA) subject to Title IV of ERISA, Section 302 of ERISA, or Section 412 of the Code; (B) “multiemployer plan” (within the meaning of Section 3(37) of ERISA); (C) “multiple employer plan” (within the meaning of Section 413(c) of the Code); or (D) “multiple employer welfare arrangement” (within the meaning of Section 3(40) of ERISA).

(k) Organizational Documents . Seller has furnished to Buyer true and complete copies of the Organizational Documents of Company and Cardinal NE, and all amendments to such documents.

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ARTICLE VI

REPRESENTATIONS AND WARRANTIES OF COMPANY

6.1 Representations and Warranties of Company . Subject to the matters specifically listed or disclosed in the Schedules to this Agreement, Company represents and warrants to Buyer the following as of the Execution Date (unless a different date is otherwise indicated):

(a) Organization . Each of Company and Cardinal NE is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware.

(b) Authorization; Enforceability . Company has all requisite limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement, and the performance of the Transaction, have been duly and validly authorized by Company, and no other action on the part of Company is necessary to authorize this Agreement or the performance of the Transaction. This Agreement has been duly and validly executed and delivered by Company (and all documents required hereunder to be executed and delivered by Company at the Closing will be duly executed and delivered by Company), and assuming the due execution and delivery by the other Parties, this Agreement constitutes, and at the Closing each such document will constitute, a valid and binding obligation of Company, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

(c) No Conflicts; Consents . The execution and delivery of this Agreement by Company and the consummation of the Transaction do not:

(i) violate any Law applicable to Company or Cardinal NE;

(ii) require any filing with, consent, approval, or authorization of, or notice to, any Governmental Authority;

(iii) violate any Organizational Document of Company or Cardinal NE; or

(iv) except as set forth on Schedule 6.1(c) , require any filing with or permit, consent or approval of, or the giving of any notice to, any Person, except in the case of Sections 6.1(c)(ii) or 6.1(c)(iv) such that has been obtained prior to the Execution Date or as would not reasonably be expected to have a Material Adverse Effect.

(d) Litigation . Except as set forth on Schedule 6.1(d) , Company and Cardinal NE:

(i) are not subject to any outstanding Order that would reasonably be expected to have a Material Adverse Effect; and

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(ii) are not a party to or, to the Knowledge of Company or Seller, threatened by any Legal Proceeding in relation to the Assets.

(e) Brokers ’ Fees . Company has not entered into any Contract with any Person that would require the payment by, or result in a Liability to, (i) Buyer or any of its Affiliates or (ii) Seller, Company or Cardinal NE, or any of their respective Affiliates after Closing of any brokerage fee, finders’ fee, or other commission in connection with the Transaction.

(f) Capital Structure .

(i) Company

(A) The authorized Interests of Company consist only of the Membership Interests.

(B) Other than the Membership Interests and the Option Agreement, there are no outstanding:

(1) Interests or other voting securities of Company;

(2) securities of Company or of any other Person convertible into or exchangeable for Membership Interests or other voting securities of, or any other Interest in, Company; or

(3) subscriptions, options, warrants, calls, rights (including preemptive rights), commitments, understandings or Contracts to which Company is a party or by which it is bound that obligates Company to issue, deliver, sell, purchase, redeem or acquire Membership Interests or other voting securities of, or any other Interest in, Company (or securities convertible into or exchangeable or exercisable for Membership Interests or other voting securities of, or any other Interest in, Company) or obligating Company to grant, extend or enter into any such subscription, option, warrant, call, right, commitment, understanding or Contract.

(C) All outstanding Membership Interests are duly authorized, validly issued, fully paid and nonassessable. No Membership Interests have been issued in violation of, and none are subject to, any Preferential Purchase Rights except as set forth in Company’s Organizational Documents.

(D) There is no member agreement, irrevocable proxies, voting trust or other Contract to which Company is a party or by which it is bound relating to the voting of the Membership Interests.

(ii) Cardinal NE

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(A) The authorized Interests of Cardinal NE consist solely of the membership interests owned by Company (the “ Cardinal NE Membership Interests ”).

(B) Other than the Cardinal NE Membership Interests, there are no outstanding:

(1) Interests or other voting securities of Cardinal NE;

(2) securities of Cardinal NE or of any other Person convertible into or exchangeable for Cardinal NE Membership Interests or other voting securities of, or any other Interest in, Cardinal NE; or

(3) subscriptions, options, warrants, calls, rights (including preemptive rights), commitments, understandings or Contracts to which Cardinal NE is a party or by which it is bound that obligates Cardinal NE to issue, deliver, sell, purchase, redeem or acquire Cardinal NE Membership Interests or other voting securities of, or any other Interest in, Cardinal NE (or securities convertible into or exchangeable or exercisable for Cardinal NE Membership Interests or other voting securities of, or any other Interest in, Cardinal NE) or obligating Cardinal NE to grant, extend or enter into any such subscription, option, warrant, call, right, commitment, understanding or Contract.

(C) All outstanding Cardinal NE Membership Interests are duly authorized, validly issued, fully paid and nonassessable. No Cardinal NE Membership Interests have been issued in violation of, and none are subject to, any Preferential Purchase Rights except as set forth in Cardinal NE’s Organizational Documents.

(D) There is no member agreement, irrevocable proxies, voting trust or other Contract to which Cardinal NE is a party or by which it is bound relating to the voting of the Cardinal NE Membership Interests.

(g) No Investment Obligation . There are no obligations, contingent or otherwise, of Company or Cardinal NE to provide material funds to, or make any material investment in, or provide any guarantee with respect to the obligations of any Person. There are no bonds, debentures, notes or other indebtedness of Company or Cardinal NE having the right to vote or consent (or convertible into or exchangeable for securities having the right to vote or consent) on any matters on which equity holders of Company or Cardinal NE may vote.

(h) Company Subsidiaries . Other than Cardinal NE, there are no Persons or joint ventures in which Company owns, of record or beneficially, any direct or indirect (through a subsidiary or otherwise) Interest. Company is the sole member of Cardinal NE and is the record owner of and has good and valid title, free and clear of all Liens, to all of the issued and outstanding Cardinal NE Membership Interests and sole and unrestricted voting power and

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power of disposition with respect to all of the issued and outstanding Cardinal NE Membership Interests. Cardinal NE does not own nor is it a party to a joint venture in which it owns, of record or beneficially, any direct or indirect (through a subsidiary or otherwise) Interest in any Person.

(i) Taxes . Except as set forth on Schedule 6.1(i) :

(i) All federal, state and local Income Tax Returns and all other material Tax Returns required by applicable Law to be filed prior to the Execution Date by or on behalf of Company and Cardinal NE or Seller with respect to Company’s and Cardinal NE’s Assets and operations have been timely filed. All such Tax Returns were (and, as to Tax Returns not filed as of the Execution Date, will be) true, complete and correct in all material respects and filed on a timely basis. All Taxes shown as due on such Tax Returns and other material Taxes that are due, or claimed or asserted by any Governmental Authority to be due, from the Company, Cardinal NE or the Seller with respect to Company’s and Cardinal NE’s Assets and operations, including with respect to all periods covered by the Tax Returns, have been timely paid.

(ii) No jurisdiction (whether within or without the United States) in which Company, Cardinal NE or the Seller has not filed a specific Tax Return has asserted in writing that Company, Cardinal NE or the Seller is required to file a Tax Return or pay Taxes in such jurisdiction.

(iii) There are no Tax Liens upon the Membership Interest or the Assets except Permitted Liens.

(iv) Company and Cardinal NE has complied with all applicable Laws relating to the payment and withholding of Taxes (including but not limited to withholding and reporting requirements under Code Section 1441 through 1464, 3401 through 3406, 6041 and 6049 and similar provisions under any other laws) and has, within the time and in the manner prescribed by Law, paid over to the proper Governmental Authorities all amounts required with respect to Taxes.

(v) No request has been made by Seller, Company or Cardinal NE, or on their behalf for any extension of time within which to file any Tax Return of Company, Cardinal NE or Seller with respect to Company’s and Cardinal NE’s Assets and operations which extension is currently effective. No waivers or comparable consents or extensions regarding the application of the statute of limitations for any Taxes or Tax Returns of Seller, Company or Cardinal NE with respect to Company’s and Cardinal’s Assets and operations or Tax Returns have been issued or granted that have not expired. The statute of limitations for the assessment of all Taxes has expired for all applicable Tax Returns of Company, Cardinal NE and Seller related to Company’s and Cardinal’s Assets or their operations through 2013.

(vi) No deficiency for any Taxes has been proposed or threatened in writing or assessed against Company, Cardinal NE or Seller with respect to Company’s and Cardinal NE’s Assets or their operations that has not been resolved and paid in full;

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and no audits or other administrative proceedings or court proceedings are presently pending or threatened in writing with regard to any Taxes or Tax Returns of Company, Cardinal NE or Seller related to Company’s and Cardinal NE’s Assets or their operations; all prior adjustments of federal Tax liability have been reported to appropriate state and local Governmental Authorities and all resulting Taxes payable to state and local Governmental or Regulatory Authorities have been paid.

(vii) There is no power of attorney currently in force with respect to any Tax matter involving Company, Cardinal NE or Seller.

(viii) Seller has made available to the Purchaser complete and accurate copies of all federal income Tax Returns filed by or on behalf of Company and Cardinal NE, in each case, for all taxable years ending on or after January 1, 2013.

(ix) Other than the Parties being subject to this Agreement and the Organizational Documents for each Party as such documents may provide for distributions for the payment of Tax, no agreement as to indemnification for, contribution to, or payment of Taxes related to Company or Cardinal NE or Company’s and Cardinal NE’s Assets or their operations exists between Company, Cardinal NE (or Seller with respect to the Assets) and any other Person, including pursuant to any tax sharing agreement, lease agreement, purchase or sale agreement, partnership agreement or any other agreement (“ Tax Sharing Agreement ”).

(x) From the formation of each of Company and Cardinal NE to and including the Execution Date, each of Company and Cardinal NE will be a limited liability company that for Unites States federal income Tax purposes (and state and local Tax purposes as applicable) is disregarded as an entity separate from Seller and with respect to which no election has been made under Treasury Regulation 301.7701-3 or comparable state or local law to classify either Company nor Cardinal NE as an association taxable as a corporation.

(xi) Company and Cardinal NE have no liability for Taxes of any Person under Treasury Regulation Section 1.1502-6 (or any similar provision of any state, local or foreign law), or by reason of being included in a combined or unitary group, or as a transferee or successor, or by contract or otherwise.

(xii) None of Seller (as it relates to its ownership of Company or Cardinal NE), Company or Cardinal NE is required to include in income any adjustment pursuant to Code Section 481(a) by reason of a voluntary change in accounting method initiated by Seller, Company or Cardinal NE by or on behalf of Company or Cardinal NE (or “closing agreement” described in Section 7121(d) of the Code or corresponding provision of state or local Law), and the IRS has not proposed an adjustment or change in accounting method by Seller, Company or Cardinal NE. Company and Cardinal NE will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Execution Date as a result of: (i) an installment sale, or an open transaction, (ii) an election under Code Section 108(i), or (iii) Company or Cardinal NE having received prepaid amounts on or prior to the Execution Date or otherwise.

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(xiii) None of Seller (as it relates to its ownership of Company or Cardinal NE), Company or Cardinal NE has engaged in any reportable transaction, including any transaction that is the same or substantially similar to a transaction that the IRS has determined is a Tax avoidance transaction or that the IRS has identified as a listed transaction as such terms are defined in Treasury Regulation Section 1.6011-4(b).

(xiv) Neither Company nor Cardinal NE is not a party to any joint venture, partnership, contract or other arrangement that has been treated as a partnership for federal, state or local Tax purposes.

(j) Material Contracts . As of the Execution Date, all Material Contracts, and any amendments thereto, are set forth on Schedule 6.1(j) (Material Contracts) . Each Material Contract constitutes the legal, valid and binding obligation of Company or Cardinal NE, as applicable, and, to Company’s and Seller’s Knowledge, the counterparties thereto, and is enforceable in accordance with its terms and conditions subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. To Company’s and Seller’s Knowledge, neither Company nor Cardinal NE is in, nor is either alleged to be in, material breach or default of either’s obligations under any of the Material Contracts. To Company’s and Seller’s Knowledge:

(i) no material breach or default by any Third Party exists under any Material Contract; and

(ii) no counterparty to any Material Contract has canceled, terminated or modified any Material Contract except as indicated on Schedule 6.1(j) (Material Contracts) .

(k) Affiliate Rights . Neither Seller nor any of its Affiliates owns any property or right that is used by Company or Cardinal NE except as described in Schedule 6.1(k) (Affiliate Rights) .

(l) Employee Matters .

(i) Schedule 6.1(l)(i) contains a complete and accurate list of all officers, directors and managers of Company and Cardinal NE. Neither Company nor Cardinal NE has or has ever had any employees on its payroll. Neither Company nor Cardinal NE is a party to or obligated under any consulting, independent contractor, employment, change of control, severance, termination or similar arrangement with respect to any of its current or former officers, directors, managers or service providers or any bonus, profit sharing, pension, stock option, stock purchase or similar plan or other arrangement or other fringe benefit plan entered into or maintained for the benefit of its current or former officers, directors, managers or service providers.

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(ii) Schedule 6.1(l)(ii) contains a complete and accurate list of all persons employed by Cardinal III or Seller that are primarily engaged in operating or providing services to Company, Cardinal NE or the Assets as of the Execution Date (the “ Employees ”).

(iii) With respect to the Employees, Company and Cardinal NE are in material compliance with all applicable Laws relating to employment, including all such Laws relating to fair employment practices, equal employment opportunities, prohibited discrimination and other similar employment activities, safety and health, compensation, tax withholding, tax payment and workers’ compensation.

(iv) With respect to the Employees, neither Company nor Cardinal NE is a party to any collective bargaining agreement and, to Company’s Knowledge, no petition has been filed with any labor relations board seeking recognition of a bargaining representative of any Employee by any individual or group of individuals. No collective bargaining agent has been certified as a representative of any Employee and no union organization campaign is currently pending with respect to any Employee.

(m) Employee Benefit Plans .

(i) Neither Company nor Cardinal NE maintains, sponsors, contributes to or has any liability or obligation to contribute to, nor has it ever sponsored, maintained, contributed to, or had any liability or obligation to contribute to, any “employee benefit plans”, as defined in Section 3(3) of ERISA (whether or not subject to ERISA). Neither Company nor Cardinal NE maintains or has any fixed or contingent Liability with respect to any employee benefit, pension or other compensation plans or arrangements.

(ii) Neither the execution and delivery of this Agreement nor the consummation of the Transaction will result in any payment becoming due to any current or former Employee, director, manager or officer of Company or Cardinal NE.

(iii) No payments of money or other property, acceleration of benefits, vesting or provision of other rights in connection with the consummation of the Transaction have or will be made that would result in an “excess parachute payment” (as defined in the Code) whether some other subsequent action or event would be required to cause such payment, accelerations, vesting or provision to be triggered.

(n) Bankruptcy . Each of Cardinal NE and Company is solvent, has not instituted and is not subject to or threatened by any insolvency, receivership or bankruptcy proceeding or any other proceeding for the settlement of debts, has not made an assignment for the benefit of creditors, has not failed to pay any amount due under any loan, guarantee or security agreement on the due date or within any applicable grace period, and has not defaulted under any other term of any loan, guarantee or security agreement which would allow its holder to accelerate an obligation.

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(o) Assets .

(i) The Assets and the Excluded Assets constitute all of the assets, rights and properties, tangible or intangible, real or personal, that are used or necessary for use in connection with the operation of the business of Company and Cardinal NE consistent with past practice and as currently operated. Schedule 6.1(o)(i) includes a listing of all owned equipment included in the Assets and Contributed Assets with a value in excess of Five Hundred Thousand Dollars ($500,000) used in connection with the operation of the System.

(ii) To Company’s and Seller’s Knowledge, the Assets being operated as of the Execution Date do not require any maintenance or repair services with a cost in excess of One Hundred Thousand Dollars ($100,000) in order to be put into a condition that would permit their normal operations in accordance with standard industry practice in the areas in which they are operated or used.

(iii) Company and Cardinal NE have such title, right or interest in and to the Assets as is sufficient to enable Company to conduct its business as currently conducted without material interference free and clear of all Title Defects. Neither Company nor Cardinal NE has received any written notice of any claim asserting the existence of a Title Defect in connection with any Assets. Except as disclosed in Schedule 6.1(o)(iii) , Company and Cardinal NE own the Assets free and clear of all Liens other than Permitted Encumbrances.

(iv) As of the date of this Agreement, neither Seller, Company nor Cardinal NE have received any written notice of default or termination and, to Company’s and Seller’s Knowledge, are not in default, under the terms of any material lease or Easement with respect to the Real Property Assets, that has resulted in or could reasonably be expected to result in a material impairment or loss of title to the Real Property Assets or the value thereof or that has or would hinder or impede the operations of the Assets or adversely affect the ability of Company or Cardinal NE to own and operate the Assets from and after the Closing in the ordinary course of business as currently conducted by Company and Cardinal NE.

(v) True and complete copies of the Easements held by Company or Cardinal NE as of the date of this Agreement have been made available to Buyer.

(p) Environmental Matters . Except as set forth on Schedule 6.1(p) :

(i) To Company’s and Seller’s Knowledge, Company and Cardinal NE are not in violation in any material respect of any applicable Environmental Law, except for any violation or violations that would not reasonably be expected to have a Material Adverse Effect. No Governmental Authority or other Third Party has alleged in writing that Company or Cardinal NE is in material violation of any Environmental Law, except as would not reasonably be expected to have a Material Adverse Effect;

(ii) To Company’s and Seller’s Knowledge, none of the Real Property Assets, none of any other properties used by Company or Cardinal NE in its ordinary

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course of business, and none of the properties to which Hazardous Materials generated by Company or Cardinal NE or as a result of the operations of Company or Cardinal NE may have migrated or been transported is (A) listed on the CERCLA National Priorities List or any other similar list of sites requiring environmental investigation or remediation maintained by any Governmental Authority or (B) is the subject of any material remediation, removal, cleanup, investigation, response action, claim, judgment, or enforcement action regarding any actual or alleged presence or release of Hazardous Materials;

(iii) To Company’s and Seller’s Knowledge, Hazardous Materials have not been Released on or at the Real Property Assets or any other properties used by Company and Cardinal NE in their ordinary course of business in quantities, concentrations or conditions that would reasonably be expected to result in a material remediation, removal, cleanup, investigation or response action, a claim, a judgment or an enforcement action that could have a Material Adverse Effect;

(iv) Company and Cardinal NE currently hold all material permits, licenses, and approvals required under any Environmental Law for its ownership, operation, or use of the Real Property Assets and the conduct of its operations (“ Environmental Permits ”), except where the failure to hold such would not reasonably be expected to have a Material Adverse Effect, and there are no material outstanding or unresolved notices of violation or notices of noncompliance with respect to such permits, licenses, and approvals;

(v) Except as would not reasonably be expected to have a Material Adverse Effect, there are no civil, criminal, or administrative actions, suits, demands, claims, hearings, proceedings, or notices pending or, to Company’s and Seller’s Knowledge, threatened against Company or Cardinal NE under any Environmental Law, including without limitations those related to allegations of economic loss, personal injury, illness, or damage to real or personal property or the environment; and

(vi) Company and Cardinal NE have provided true and accurate copies of all material reports, investigations, evaluations, audits, and other material documents relating to the presence of Hazardous Materials at or associated with the Real Property and compliance with Environmental Laws that Company or Cardinal NE has received.

EXCEPT AS SET FORTH IN THIS SECTION 6.1(P) , NEITHER COMPANY NOR SELLER MAKE ANY REPRESENTATIONS OR WARRANTIES AS TO ENVIRONMENTAL MATTERS, COMPLIANCE WITH ENVIRONMENTAL LAWS OR ANY JUDGMENT, DECREE, ORDER, INJUNCTION OR WRIT OF ANY GOVERNMENTAL ENTITY ISSUED THEREUNDER OR RELATED THERETO OR SELLER’S, COMPANY’S, OR THE ASSETS’ COMPLIANCE THEREWITH, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT, THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT, OR ANY OTHER ENVIRONMENTAL CONDITION OF THE ASSETS, AND NOTHING IN THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR OTHERWISE SHALL BE CONSTRUED AS SUCH A REPRESENTATION OR WARRANTY, AND SUBJECT TO

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COMPANY’S REPRESENTATIONS CONTAINED IN THIS SECTION 6.1(P) AND WITHOUT PREJUDICE TO BUYER’S RIGHTS WITH RESPECT TO THE REMAINING COVENANTS, AGREEMENTS AND INDEMNITY OBLIGATIONS OF SELLER SET FORTH IN THIS AGREEMENT, BUYER SHALL BE DEEMED TO BE TAKING THE ASSETS “AS IS” AND “WHERE IS” WITH ALL FAULTS FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION.

(q) Compliance with Laws . Company and Cardinal NE are in compliance with applicable Laws with respect to use and operation of the Assets, except for any non-compliance that would not reasonably be expected to have a Material Adverse Effect. Notwithstanding the foregoing in this Section  6.1(q) (or any other provision of this Agreement), Section  6.1(i) (Taxes) is Seller’s and Company’s exclusive representation and warranty in respect of Taxes and Section  6.1(p) (Environmental Matters) is Seller’s and Company’s exclusive representation and warranty in respect of environmental issues.

(r) Proprietary Rights . Except as set forth on Schedule 6.1(r) or as would not reasonably be expected to have a Material Adverse Effect, Company, Cardinal NE or Seller has ownership of, or valid licenses to use, all trade names, service marks, copyrights, patents, know-how, processes and other related or proprietary rights and intellectual property used in Company’s business (“ Intellectual Property ”). To Company’s and Seller’s Knowledge, Company’s and Cardinal NE’s use of such Intellectual Property does not infringe on the rights of any Person, and Company has not received any notice from any Third Party of any such alleged infringement by Company or Cardinal NE. To Company’s and Seller’s Knowledge, no Person is infringing on Company’s rights with respect to the Intellectual Property. There are no royalty or indemnity agreements between Company or Cardinal NE and any Third Party relating to any Intellectual Property.

(s) Books and Records . In all material respects the Corporate Records contain true, complete and accurate records of all meetings and accurately reflect all other actions taken by:

(i) Seller; and

(ii) the board of managers or similar governing body and all committees of the board of managers or similar governing body on behalf of Company and Cardinal NE.

(t) No Undisclosed Liabilities . Neither Company nor Cardinal NE has Liabilities (whether or not required under GAAP to be reflected on a balance sheet prepared in accordance with GAAP or the notes thereto) except for:

(i) Liabilities reflected, reserved against or otherwise disclosed in the Financial Statements;

(ii) Liabilities arising in the ordinary course after the Execution Date;

(iii) Liabilities disclosed as part of this Agreement; or

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(iv) Liabilities that are, individually or in the aggregate, not material to Company nor Cardinal NE and which, in any event, do not exceed Five Hundred Thousand Dollars ($500,000).

(u) Financial Statements . Buyer has been provided copies of the Financial Statements of Company and Cardinal NE. The Financial Statements have been prepared in accordance with the books and records of Company and Cardinal NE in all material respects and fairly present in all material respects the consolidated financial position of Company and Cardinal NE at the dates thereof and the consolidated results of the operations of Company and Cardinal NE for the respective periods indicated.

(v) Insurance . Set forth on Schedule 6.1(v) is a true and complete list of all property, general liability, third party offsite pollution liability, automobile liability, workers’ compensation and employers’ liability, umbrella/excess liability, directors’ and officers’ liability and other insurance held by or on behalf of Company or Cardinal NE as of the Execution Date. To Company’s and Seller’s Knowledge, as of the Execution Date, all of such policies are in full force and effect. There is no material Claim pending under any such policies as to which coverage has been denied by the insurer other than customary indications as to reservation of rights by insurers, and neither Company nor Cardinal NE has received written notice of cancellation of any such insurance policies. Notwithstanding the foregoing, Buyer acknowledges that all such insurance policies shall expire as set forth in Section  8.12 (Buyer ’ s Insurance) .

(w) Indebtedness; S urety Bonds and Credit . Except as listed on Schedule 6.1(w) , neither Company nor Cardinal NE has outstanding indebtedness for borrowed money or any obligation to post any surety bond, letter of credit, guarantee or other form of support (credit or otherwise) in respect of Company or Cardinal NE except as may be required by a Governmental Authority in connection with the ownership or operation of the Assets.

(x) Bank Accounts . Schedule 6.1(x) sets forth a list of all bank accounts Company and Cardinal NE maintain and lists the Persons who are authorized to sign for or draw upon such accounts.

(y) Permits . Company and Cardinal NE own or hold all Permits necessary for the ownership and operation of the Assets, except for those Permits which the failure to own or hold are not reasonably likely to have a Material Adverse Effect.

(z) Advance Receipts/Purchase . Except as set forth on Schedule 6.1(z) , Company and Cardinal NE have not with respect to the Material Contracts: (a) received any quantity of natural gas or liquids to be paid for thereafter other than as permitted under the Material Contracts; or (b) received prepayments, advance payments, or loans which will require Buyer to perform services or provide natural gas or liquids under such Material Contracts on or after the Effective Time without being currently paid therefore except as may be permitted under the Material Contracts.

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ARTICLE VII

COVENANTS OF THE PARTIES

7.1 Contributed Assets . The Assets shall include those certain assets described on Exhibit I (the “ Contributed Assets ”), which are owned or leased by Seller as of the Execution Date. In connection with and on or before Closing, Seller shall contribute, transfer and assign the Contributed Assets to Cardinal NE and obtain any consents required in connection therewith. Cardinal NE shall assume all Liabilities related to the Contributed Assets from and after the Execution Date (“ Buyer Assumed Liabilities ”).

7.2 Treatment of Excluded Assets . The Assets shall not include, and there is excepted, reserved and excluded from the Transaction, the Excluded Assets. In connection with and on or before the Closing, Cardinal NE shall distribute, transfer and assign the Excluded Assets to Seller and obtain any consents required in connection therewith. Seller shall assume all Liabilities related to the Excluded Assets from and after the Execution Date (“ Seller Assumed Liabilities ”).

7.3 Further Assurances . Subject to the terms and conditions of this Agreement, each Party will use its commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable, under applicable Law or otherwise, to consummate the Transaction. The Parties agree to execute and deliver such other documents, certificates, agreements, and other writings and to take such other actions as may be necessary or desirable in order to consummate or implement expeditiously the Transaction in accordance with the terms hereof.

7.4 Books and Records . From and after the Closing:

(a) Seller shall use commercially reasonable efforts to deliver to Buyer no later than thirty (30) days after the Execution Date, to the extent permitted by applicable Laws or applicable Contract, originals or copies of the Records if originals are not available.

(b) Seller may retain copies of any or all of the Records.

(c) Unless otherwise consented to in writing by Seller, Buyer and its Affiliates shall maintain the Records for a period of no less than seven (7) years post-Closing.

(d) Should Seller require originals of the Records in order to comply with any obligation, filing, request or requirement by a Governmental Authority, Buyer will promptly provide or cause Company to provide the originals of the applicable Records to Seller. Following the need for the originals, Seller shall promptly return such originals to Buyer.

7.5 Change of Name . Buyer shall, and shall cause Company and Cardinal NE to, no later than thirty (30) days after the Execution Date, take any and all actions necessary to change the name of Company and Cardinal NE so that “Cardinal” no longer appears therein, and shall not thereafter use and shall not permit any of their Affiliates thereafter to use the word “Cardinal” in their respective entity names.

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7.6 Use of Seller Marks . Seller’s names and other trademarks, service marks and trade names owned by Seller or its Affiliates (“ Seller Marks ”) may appear on some of the Assets, including signage on the Assets. Buyer and Company acknowledge and agree that neither Buyer nor Company obtains or retains any right, title, interest, license or any other right whatsoever to use the Seller Marks. Buyer and its Affiliates shall, and shall cause Company and Cardinal NE to, and Company and Cardinal NE shall, no later than thirty (30) days after the Execution Date, remove the Seller Marks from the Assets, including signage, and provide written verification thereof to Seller promptly after completing such removal. Buyer and its Affiliates agree never to challenge Seller’s or its Affiliates’ ownership of the Seller Marks or any application for registration thereof. Buyer and its Affiliates will not do any business or offer any goods or services under the Seller Marks. Buyer and its Affiliates will not send, or cause to be sent, any correspondence or other materials to any Person on any stationary that contains any Seller Marks or otherwise operate the Assets in any manner which would or might reasonably be expected to confuse any Person into believing that Buyer has any right, title, interest or license to use the Seller Marks.

7.7 Fees and Expenses . All fees and expenses, including fees and expenses of counsel, financial advisors and accountants, incurred in connection with this Agreement and the Transaction, will be paid by the Party incurring such fee or expense. Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, Buyer shall be responsible for all filing, recording, notice or transfer fees in respect of the Membership Interests.

7.8 Tax Matters .

(a) Tax Treatment . Each Party acknowledges that each of Company and Cardinal NE is a disregarded entity separate from the Seller for United States federal income tax purposes. The Parties acknowledge that for United States federal income tax purposes (and state and local Tax purposes as applicable) the Transaction shall be treated as a purchase from Seller of all of the Assets of Company and Cardinal NE by Buyer.