AMENDMENT NO. 1
AGREEMENT AND PLAN OF MERGER
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER, dated as of January 7, 2019 (this Amendment), among Eclipse Resources Corporation, a Delaware corporation (Parent), Everest Merger Sub Inc., a Delaware corporation and a wholly-owned Subsidiary of Parent (Merger Sub), and Blue Ridge Mountain Resources, Inc., a Delaware corporation (the Company). Each capitalized term used and not otherwise defined in this Amendment has the meaning given to such term in the Merger Agreement (as defined below).
WHEREAS, Parent, Merger Sub and the Company are parties to that certain Agreement and Plan of Merger dated as of August 25, 2018 (the Merger Agreement);
WHEREAS, pursuant to Section 9.12 of the Merger Agreement, the Merger Agreement may be amended by an instrument in writing signed on behalf of each of the Parties; and
WHEREAS, the Parties desire to amend the Merger Agreement as set forth in this Amendment.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Section 1. Amendments to Merger Agreement. The Merger Agreement is hereby amended as set forth below in this Section 1.
(a) Amendment and Restatement of Section 3.2(b). Section 3.2(b) of the Merger Agreement is hereby amended and restated to read in its entirety as follows:
(b) Company Performance Interest Awards. No later than five (5) Business Days prior to the Closing Date and conditioned upon the occurrence of the Effective Time, the Company Board shall adopt resolutions providing that each Company PIA Holder will receive in respect of such Company PIA Holders Company PIA:
(i) the Merger Consideration (including cash in lieu of fractional shares) for such Company PIA Holders PIA Number of Shares, subject to withholding taxes as provided below; and
(ii) cash in the amount, if any, by which such Company PIA Holders Performance Interest Stock Value exceeds the product of (A) such Company PIA Holders PIA Number of Shares multiplied by (B) the Exchange Ratio multiplied by (C) the Closing Date Stock Price, subject to withholding taxes as provided below.
Such shares of Parent Common Stock and, if applicable, cash shall be delivered or paid by Parent in accordance with the applicable Company PIA Award Agreement, subject to withholding taxes; provided, however, that, in connection with such delivery of shares of Parent Common Stock, Parent shall withhold from each Company PIA Holder a number of shares of Parent Common Stock (valued at the Closing Date Stock Price) sufficient to cover any withholding taxes required in connection with such delivery in lieu of requiring such Company PIA Holder to pay such withholding taxes in cash. Upon the delivery of such shares of Parent Common Stock and, if applicable, payment of such cash, the applicable Company PIA Award Agreement shall terminate, and the Company PIA Holder shall have no further right or claim thereunder.
(b) Amendment to Section 8.1(b)(ii). Section 8.1(b)(ii) of the Merger Agreement is hereby amended to change February 28, 2019 to April 15, 2019 in such section.