Explanatory Note
This Amendment No. 10 (this Amendment) amends the information provided in the Schedule 13D (the Original
Schedule 13D) filed with the SEC by Eclipse Resources Holdings, L.P. (Eclipse Holdings), EnCap Fund VIII, EnCap Fund VIII Co-Invest, EnCap Fund IX, David B. Miller, D. Martin
Phillips, Gary R. Petersen and Robert L. Zorich on July 7, 2014, as amended by that certain Amendment No. 1 filed on January 13, 2015, that certain Amendment No. 2 filed on February 2, 2015, that certain Amendment No. 3
filed on July 15, 2016, that certain Amendment No. 4 filed on September 30, 2016, that certain Amendment No. 5 filed on January 18, 2018, that certain Amendment No. 6 filed on September 2, 2018, that certain
Amendment No. 7 filed on February 6, 2019, that certain Amendment No. 8 filed on March 1, 2019, and that certain Amendment No. 9 filed on October 30, 2019. This Amendment amends the Original Schedule 13D on behalf of
the undersigned to furnish the information set forth herein and relates to the beneficial ownership of the shares of common stock, $0.01 par value per share (Common Stock), of Montage Resources Corporation (formerly known as
Eclipse Resources Corporation), a Delaware corporation (the Issuer). Except as otherwise specified in this Amendment, all items left blank remain unchanged in all material respects and any items that are reported are deemed to
amend and restate the corresponding items in the Original Schedule 13D in their entirety. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in the Original Schedule 13D.
This Amendment is being filed on behalf of the reporting persons identified on the cover pages of this Amendment. Capitalized terms used in
this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.
Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 6 of the Original Schedule 13D is amended to include the following after the final paragraph:
Southwestern Merger; Support Agreement
On August 12, 2020, the Issuer entered into that certain Agreement and Plan of Merger (the Merger Agreement) with
Southwestern Energy Company (Southwestern), pursuant to which the Issuer shall merge with and into Southwestern (the Merger), the separate existence of the Issuer shall cease and Southwestern shall be the
surviving entity in the Merger. Under the terms of the Merger Agreement, at the effective time of the Merger (the Effective Time), each share of Issuer Common Stock issued and outstanding immediately prior to the Effective Time
(excluding certain shares specified in the Merger Agreement) shall be converted into 1.8656 shares of common stock, $0.01 par value per share, of Southwestern.
On August 12, 2020, contemporaneously with the execution of the Merger Agreement, EnCap Fund VIII
Co-Invest, EnCap Fund VIII, EnCap Fund IX and TPR Residual (collectively, the Specified Stockholders) entered into that certain Support Agreement (the Support Agreement)
with Southwestern, pursuant to which the Specified Stockholders agreed to vote all of their shares of Issuer Common Stock (i) in favor of adoption of the Merger Agreement and approval of other matters that are required to be approved by the
stockholders of the Issuer in order to effect the Merger; (ii) against any merger agreement or merger (other than the Merger Agreement and the Merger) or other fundamental corporate transaction that is prohibited by the Merger Agreement, unless
such transaction is approved in writing by Southwestern, or any alternative acquisition proposal under the Merger Agreement; and (iii) against any amendment of the Issuers certificate of incorporation or bylaws or other proposal or
transaction involving the Issuer or any of its subsidiaries, which amendment or other proposal or transaction would in any manner delay, impede, frustrate, prevent or nullify the Merger, the Merger Agreement or any of the transactions contemplated
thereby or change in any manner the voting rights of any outstanding class of capital stock of the Issuer. The Support Agreement shall terminate upon the earliest to occur of: (a) the termination of the Merger Agreement in accordance with its
terms; (b) the Effective Time; (c) the date of any modification, waiver or amendment to the Merger Agreement effected without any Specified Stockholders consent that (y) decreases the amount or changes the form of consideration
payable to all of the stockholders of the Issuer pursuant to the terms of the Merger Agreement as in effect on the date of the Support Agreement or (z) otherwise materially adversely affects the interests of such Specified Stockholder; and
(d) the mutual written consent of the parties to the Support Agreement.
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