Exhibit 10.5

Executed Version

TRANSITION AGREEMENT

This TRANSITION AGREEMENT (this “Agreement”) dated as of September 5, 2018, by and between Ultra Petroleum Corp, a Yukon Corporation (the “Company”) and Garrett B. Spear-Smith (the “Executive”), sets forth the terms and understandings regarding Executive’s continued service with and termination of employment from the Company.

WHEREAS, the Executive is party to that certain Employment Agreement, dated November 6, 2017 by and between the Company and the Executive (the “Employment Agreement”) and Executive is a party to that certain Restricted Stock Unit Agreement by and between Executive and the Company dated April 12, 2017 pursuant to the Ultra Petroleum 2017 Stock Incentive Plan (the “Emergence Agreement”, and collectively with the Employment Agreement, the “Subject Agreements”);

WHEREAS, pursuant to the Employment Agreement, Executive is entitled to certain payments and benefits upon certain terminations of Executive’s employment;

WHEREAS, Executive has provided the Company with a notice of his right to resign for Good Reason under the Employment Agreement;

WHEREAS, the Company wishes to continue to employ Executive to serve in his current role as Vice President, General Counsel and Corporate Secretary of the Company, as further described below, until a future date mutually agreed between the parties as set forth below; and

WHEREAS, and the Company and the Executive wish to stipulate their mutual rights and obligations under the Employment Agreement arising in connection with the Executive’s continued service with the Company and its subsidiaries and affiliates (collectively, the “Company Group”) from and following the date hereof the Executive’s separation from service to the Company Group.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Company and the Executive hereby agree as follows:

Annual Incentive Plan and Section 4(b) of the Employment Agreement with a target bonus amount equal to seventy-five percent (75%) of Executive’s base salary, (c) remain eligible for all other Company compensation, benefit or fringe benefit plans, policies or programs, including as set forth in the Employment Agreement as well as accruing vacation days and being reimbursed for business expenses, and (d) continue to be bound by the terms and conditions of the Employment Agreement.

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this Section 4 shall be made in accordance with the timing of payments set forth in Section 5(a)(ix)(A) of the Employment Agreement.

(b)Continuation of Benefits. Subject solely to Section 13(f) of the Employment Agreement, the Company shall make available to Executive, at the Company’s cost and expense, continued participation in the Company’s life insurance, disability insurance, directors and officers liability insurance, health and accident plans (including medical, dental and vision plans) and any other welfare, fringe or employee benefit plans Executive was participating in immediately prior to the Separation Date (collectively, the “Welfare Benefits”) for a period beginning on the Separation Date and continuing for at least 12 months or, if earlier occurring, such time as Executive obtains other employment that provides the Executive with benefits (other than directors and officers liability insurance) at least as favorable to the Executive as the Welfare Benefits.

(c)Company Equity Awards. Upon the Release Effective Date, all outstanding and unvested awards granted pursuant to the Emergence Agreement held by Executive as of the Separation Date (i.e., 151,459 shares) will automatically, and without any action on the part of the Executive, become vested and delivered to the Executive (the “Equity Acceleration”). The Company agrees that such shares will be delivered net of the shares withheld to pay the withholding taxes due upon delivery of such shares. Executive and the Company acknowledge and agree that as of the date hereof, Executive has no outstanding equity incentives other than those set forth in the Emergence Agreement. The Company acknowledges that following the Separation Date, there are no Company- imposed restrictions on Executive’s ability to transfer or sell any stock he owns (or will own upon delivery of the shares in accordance with this clause (c)) in the Company.

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(d)Release of Claims. The rights, payments and benefits to be provided to the Executive under Section 5(a), 5(b) and 5(c) of this Agreement are subject to the Executive’s execution and delivery to the Company of an effective general release and waiver of claims in the form attached hereto as Exhibit A (the “Release”) following the Executive’s Separation Date and the period during which the Release may be revoked having expired within thirty (30) days following the Separation Date (the date on which the release becomes effective and is no longer subject to revocation, the “Release Effective Date”).

For the avoidance of doubt, if the Separation Date occurs because of Executive’s death or Disability, he (or his estate) shall be entitled to the payments and entitlements set forth in the Employment Agreement for a termination due to death or Disability, as applicable.

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Notwithstanding any other provision of this Agreement to the contrary, separation payments and benefits pursuant to Section 5 hereof, to the extent of payments made from the Separation Date through March 15 of the calendar year following the Separation Date, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus are payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations. To the extent such payments are made following said March 15, they are intended to constitute separate payments for purposes of Section 1.409A-1(b)(9)(iii) of the Treasury Regulations to the maximum extent permitted by said provision, with any excess amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Code, including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code that payment be delayed until six (6) months after separation from service if Executive is a “specified employee” with the meaning of the aforesaid section of the Code at the time of such separation from service. In addition, the provisions of the Employment Agreement relating to Section 409A of the Code, including Section 5(a)(ix), Section 6 and Schedule 2, are incorporated into this Agreement with full force and effect.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates set forth below.

ULTRA PETROLEUM CORP.

By:   /s/ Brad Johnson    Date: 5 Sep 2018

Name: Brad Johnson

Title: Interim Chief Executive Officer

Garrett B. Spear-Smith

By:    /s/ Garrett Spear-Smith   Date: 5 Sep 2018

(Signature Page to Transition Agreement)

EXHIBIT A

YOU SHOULD CONSULT WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE OF CLAIMS.

Release

1.In consideration of the payments and benefits set forth in Section 5 of the Transition Agreement dated as of September 5, 2018, by and between Ultra Petroleum Corp, a Yukon Corporation (the “Company”) and Garrett B. Spear-Smith (the “Executive”) (the “Transition Agreement”) (each of the Executive and the Company, a “Party” and collectively, the “Parties”), the sufficiency of which the Executive acknowledges, the Executive, with the intention of binding himself and his heirs, executors, administrators and assigns, does hereby release, remise, acquit and forever discharge the Company and each of its subsidiaries and affiliates (the “Company Affiliated Group”), their present and former officers, directors, executives, shareholders, agents, attorneys, employees and employee benefit plans (and the fiduciaries thereof), and the successors, predecessors and assigns of each of the foregoing (collectively, the “Company Released Parties”), of and from any and all claims, actions, causes of action, complaints, charges, demands, rights, damages, debts, sums of money, accounts, financial obligations, suits, expenses, attorneys’ fees and liabilities of whatever kind or nature in law, equity or otherwise, whether accrued, absolute, contingent, unliquidated or otherwise and whether now known or unknown, suspected or unsuspected, which the Executive, individually or as a member of a class, now has, owns or holds, or has at any time heretofore had, owned or held, arising on or prior to the date hereof, against any Company Released Party, including without limitation any claim that arises out of, or relates to, (i) Employment Agreement, dated November 6, 2017 by and between the Company and the Executive (the “Employment Agreement”), the Restricted Stock Unit Agreement by and between Executive and the Company dated April 12, 2017 pursuant to the Ultra Petroleum 2017 Stock Incentive Plan, the Executive’s employment with the Company or any of its subsidiaries and affiliates, or any termination of such employment, (ii) for severance or vacation benefits, unpaid wages, salary or incentive payments, (iii) breach of contract, wrongful discharge, impairment of economic opportunity, defamation, intentional infliction of emotional harm or other tort, (iv) any violation of applicable state and local labor and employment laws (including, without limitation, all laws concerning unlawful and unfair labor and employment practices) and/or (v) for employment discrimination under any applicable federal, state or local statute, provision, order or regulation, and including, without limitation, any claim under Title VII of the Civil Rights Act of 1964 (“Title VII”), the Civil Rights Act of 1988, the Fair Labor Standards Act, the Americans with Disabilities Act (“ADA”), the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Age Discrimination in Employment Act (“ADEA”), the Texas Commission on Human Rights Act, TX Labor Code § 21.001 et seq., the Texas Payday Law, TX Labor Code § 61.001 et seq., the Texas Minimum Wage Act, TX Labor Code § 62.001 et seq., and the Texas Communicable Disease Act, TX Health and Safety Code § 81.101 et seq., all as amended, and any similar or analogous state statute, excepting only:

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In addition, nothing in this Release prevents Executive from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Securities and Exchange Commission, or the Department of Labor, except that Executive hereby waives his right to any monetary benefits in connection with any such claim, charge or proceeding. Nothing contained in this Release shall be construed to prohibit the Executive from reporting possible violations of federal or state law or regulation to any governmental agency or regulatory body or making other disclosures that are protected under any whistleblower provisions of federal or state law or regulation, or from filing a charge with or participating in any investigation or proceeding conducted by any governmental agency or regulatory body. For the avoidance of doubt, Executive is not releasing claims with respect to any rights he had upon the Company’s emergence from bankruptcy with respect to his rights to be indemnified or covered under any directors’ and officers’ liability insurance policies, including any tail policies, or to be released from certain claims. For the avoidance of doubt by executing this Release, the Executive is not forfeiting his common stock ownership in the Company.

2.The Company confirms that as of the date it signs this Release that the board of directors of the Company is not aware of any claim any member of the Company Affiliated Group has or may have against the Executive.

3.Pursuant to 18 U.S.C. § 1833(b), an individual may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that:

(i) is made (A) in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and (B) solely for the purpose of reporting or investigating a suspected violation of law or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose a trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual: (A) files any document containing the trade secret under seal and (B) does not disclose the trade secret except pursuant to court order.

4.The Executive acknowledges and agrees that this Release is not to be construed in any way as an admission of any liability whatsoever by any Company Released Party, any such liability being expressly denied.   The Company acknowledges and agrees that this

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Release is not to be construed in any way as an admission of any liability whatsoever by the Executive, any such liability being expressly denied.

5.This Release applies to any relief no matter how called, including, without limitation, wages, back pay, front pay, compensatory damages, liquidated damages, punitive damages, damages for pain or suffering, costs, and attorneys’ fees and expenses but does not apply to the claims not released by the Executive in Section 1 above.

6.The Executive specifically acknowledges that his acceptance of the terms of this Release is, among other things, a specific waiver of his rights, claims and causes of action under Title VII, ADEA, ADA and any state or local law or regulation in respect of discrimination of any kind; provided, however, that nothing herein shall be deemed, nor does anything contained herein purport, to be a waiver of any right or claim or cause of action which by law the Executive is not permitted to waive.