Common use of Designees Clause in Contracts

Designees. (a) The Company and the Principal Stockholders shall take all Necessary Action to cause the Board to consist of members designated as follows: (i) Three nominees shall be designated by Rice Energy Holdings LLC (the “Rice Holdco Directors”); provided, that (A) the number of nominees designated by Rice Energy Holdings LLC shall be reduced to two directors at such time as Rice Energy Holdings LLC and its Affiliates (the “Rice Holdco Entities”) collectively Beneficially Own less than 15% and greater than or equal to 5% of the outstanding shares of Common Stock, at which point one Rice Holdco Director shall tender his resignation to the Board, and (B) Rice Energy Holdings LLC shall no longer be entitled to designate a nominee at such time as the Rice Holdco Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the Rice Holdco Directors shall tender their resignations to the Board. At any given time, and provided that the directors are allocated among separate classes, the Rice Holdco Directors shall be in different classes of directors; (ii) Two nominees shall be designated by NGP Rice Holdings, LLC (the “NGP Directors”); provided, that (A) the number of nominees designated by NGP Rice Holdings, LLC shall be reduced to one director at such time as NGP Rice Holdings, LLC and its Affiliates (the “NGP Entities”) collectively Beneficially Own less than 15% and greater than or equal to 5% of the outstanding shares of Common Stock at which point one NGP Holdco Director shall tender his resignation to the Board, and (B) that NGP Rice Holdings, LLC shall no longer be entitled to designate a nominee at such time as the NGP Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the NGP Director shall tender his resignation to the Board; and (iii) One nominee shall be designated by Alpha Natural Resources, Inc. (the “ANR Director”); provided, that Alpha Natural Resources, Inc. shall no longer be entitled to designate a nominee at such time as Alpha Natural Resources, Inc. and its Affiliates (the “ANR Entities”) collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the ANR Director shall tender his resignation to the Board; provided, further, however, that if immediately following the consummation of the IPO, the ANR Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, Alpha Natural Resources, Inc. shall nevertheless be entitled to designate one ANR Director until the earlier to occur of (x) the first anniversary of the IPO and (y) the date on which the ANR Entities have divested more than 75% of the Alpha Shares (as defined in the Transaction Agreement). In any event, the ANR Director must be either (i) the Chief Executive Officer of Alpha Natural Resources, Inc. at the time of the designation of such ANR Director or (ii) a member of senior management (with a title of Senior Vice President or greater) of Alpha Natural Resources, Inc. that is reasonably satisfactory to the Company. (b) So long as the Rice Holdco Entities collectively Beneficially Own 15% or more of the outstanding shares of Common Stock, the Board shall include at least one Rice Holdco Director on each committee of the Board as designated by Rice Energy Holdings LLC (subject to any independence requirement imposed by law or by the rules of any national securities exchange on which the Common Stock may be listed or traded). (c) So long as a Sponsor is entitled to designate a nominee pursuant to Section 2.1(a), the Sponsor shall have the right to remove such nominee (with or without cause), from time to time and at any time, from the Board, exercisable upon written notice to the Company. Should a director designated by a Sponsor be removed for any reason, whether by such Sponsor or otherwise in accordance with the Company’s certificate of incorporation and bylaws, as either may be amended or restated from time to time, the Sponsor shall be entitled to designate an individual to fill the vacancy created by such removal so long as the Sponsor is entitled to designate a nominee pursuant to Section 2.1(a) on the date of such replacement designation; provided, that the ANR Director must meet the requirements of Section 2.1(a)(iii). (d) Each Principal Stockholder hereby agrees to vote, in respect of the Board, such Principal Stockholder’s shares of Common Stock and Equity Securities for any nominee designated by a Sponsor so long as the Sponsor is entitled to designate such nominee pursuant to Section 2.1(a). In the event that a Sponsor wishes to remove its designee to the Board in accordance with Section 2.1(c), each Principal Stockholder hereby agrees to vote, in respect of the Board, its shares of Common Stock or Equity Securities for the removal of such designee from the Board. (e) In connection with the required resignation of any director appointed by a Sponsor pursuant to this Section 2.1, such director may tender his resignation in advance of the date on which such resignation is required pursuant to this Section 2.1 and the Board shall have the right to decline to accept such resignation, in which case such director shall continue to serve on the Board until the earlier of his subsequent resignation, death or removal. Notwithstanding the foregoing, any director appointed by a Sponsor may elect to have his resignation be effective immediately upon tender.

Designees. (a) The Company Company, MRD Holdco and the Principal WHR Stockholders shall take all Necessary Action necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to cause the Board to consist of include members designated as follows: (i) Three With respect to director nominees designated by MRD Holdco (“MRD Holdco Directors”) after the MRD Funds Group no longer owns a majority of the outstanding shares of Common Stock, (A) if the MRD Funds Group Beneficially Owns at least 35% of the outstanding shares of Common Stock, three nominees shall be designated by Rice Energy Holdings LLC MRD Holdco, (B) if the “Rice Holdco Directors”); providedMRD Funds Group Beneficially Owns less than 35% but at least 15% of the outstanding shares of Common Stock, that (A) the number of two nominees shall be designated by Rice Energy Holdings LLC shall be reduced to two directors at such time as Rice Energy Holdings LLC and its Affiliates MRD Holdco, (C) if the “Rice Holdco Entities”) collectively MRD Funds Group Beneficially Own Owns less than 15% and greater than or equal to but at least 5% of the outstanding shares of Common Stock, at which point one Rice Holdco Director nominee shall tender his resignation to the Boardbe designated by MRD Holdco, and (BD) Rice Energy Holdings LLC shall no longer be entitled to designate a nominee at such time as if the Rice Holdco Entities collectively MRD Funds Group Beneficially Own Owns less than 5% of the outstanding shares of Common Stock, MRD Holdco shall not be entitled to designate a nominee. If, at which point the Rice Holdco Directors shall tender their resignations to the Board. At any given time, and provided that the directors are allocated among separate classes, the Rice MRD Holdco Directors shall be in different classes of directors; (ii) Two nominees shall be designated by NGP Rice Holdings, LLC (the “NGP Directors”); provided, that (A) the number of nominees designated by NGP Rice Holdings, LLC shall be reduced to one director at such time as NGP Rice Holdings, LLC and its Affiliates (the “NGP Entities”) collectively Beneficially Own less than 15% and greater than or equal to 5% of the outstanding shares of Common Stock at which point one NGP Holdco Director shall tender his resignation to the Board, and (B) that NGP Rice Holdings, LLC shall no longer be entitled to designate a nominee at such time as the NGP Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the NGP Director shall tender his resignation to the Board; and (iii) One nominee shall be designated by Alpha Natural Resources, Inc. (the “ANR Director”); provided, that Alpha Natural Resources, Inc. shall no longer be entitled to designate a nominee at such time as Alpha Natural Resources, Inc. and its Affiliates (the “ANR Entities”) collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the ANR Director shall tender his resignation to the Board; provided, further, however, that if immediately following the consummation of the IPO, the ANR Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, Alpha Natural Resources, Inc. shall nevertheless be entitled to designate one ANR Director until the earlier to occur of (x) the first anniversary of the IPO and (y) the date on which the ANR Entities have divested more than 75% of the Alpha Shares (as defined in the Transaction Agreement). In any event, the ANR Director must be either (i) the Chief Executive Officer of Alpha Natural Resources, Inc. at the time of the designation of such ANR Director or (ii) a member of senior management (with a title of Senior Vice President or greater) of Alpha Natural Resources, Inc. that is reasonably satisfactory to the Companyclasses. (b) So long as the Rice Holdco Entities MRD Funds Group collectively Beneficially Own Owns 15% or more of the outstanding shares of Common Stock, the Board shall include at least one Rice MRD Holdco Director on each committee of the Board as designated by Rice Energy Holdings LLC MRD Holdco (subject to any independence requirement imposed by law or by the rules of any national securities exchange on which the Common Stock may be listed or traded). (c) So long The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to include in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors the persons designated pursuant to Section 2.2(a) and to nominate and recommend each such individual to be elected as a Sponsor director as provided herein, and to solicit proxies or consents in favor thereof. The Company is entitled to designate identify such individual as a nominee pursuant to Section 2.1(a), the Sponsor shall have the right to remove such nominee (with or without cause), from time to time and at any time, from the Board, exercisable upon written notice to the Company. Should a director designated by a Sponsor be removed for any reason, whether by such Sponsor or otherwise in accordance with the Company’s certificate of incorporation and bylaws, as either may be amended or restated from time to time, the Sponsor shall be entitled to designate an individual to fill the vacancy created by such removal so long as the Sponsor is entitled to designate a nominee pursuant to Section 2.1(a) on the date of such replacement designation; provided, that the ANR MRD Holdco Director must meet the requirements of Section 2.1(a)(iii). (d) Each Principal Stockholder hereby agrees to vote, in respect of the Board, such Principal Stockholder’s shares of Common Stock and Equity Securities for any nominee designated by a Sponsor so long as the Sponsor is entitled to designate such nominee pursuant to Section 2.1(a). In the event that a Sponsor wishes to remove its designee to the Board in accordance with Section 2.1(c), each Principal Stockholder hereby agrees to vote, in respect of the Board, its shares of Common Stock or Equity Securities for the removal of such designee from the Board. (e) In connection with the required resignation of any director appointed by a Sponsor pursuant to this Section 2.1, such director may tender his resignation in advance of the date on which such resignation is required pursuant to this Section 2.1 and the Board shall have the right to decline to accept such resignation, in which case such director shall continue to serve on the Board until the earlier of his subsequent resignation, death or removal. Notwithstanding the foregoing, any director appointed by a Sponsor may elect to have his resignation be effective immediately upon tenderAgreement.

Designees. (a) The Company and the Principal Stockholders shall take all Necessary Action to cause the Board to consist of include members designated as follows: (i) Three nominees shall be designated by Rice Energy Holdings LLC (If the “Rice Holdco Directors”); providedPrincipal Stockholders and their respective Affiliates collectively Beneficially Own at least 50% of the outstanding shares of Common Stock, that (A) the number of up to three nominees designated by Rice Energy WildHorse Holdings LLC shall be reduced and up to two directors at such time as Rice Energy three nominees designated by Esquisto Holdings LLC (each, an “Appointing Principal Stockholder” and its Affiliates (collectively, the “Rice Holdco EntitiesAppointing Principal Stockholders”); (ii) If the Principal Stockholders and their respective Affiliates collectively Beneficially Own less than 50% but at least 35% of the outstanding shares of Common Stock, two nominees designated by WildHorse Holdings and two nominees designated by Esquisto Holdings; (iii) If the Principal Stockholders and their respective Affiliates collectively Beneficially Own less than 35% but at least 15% of the outstanding shares of Common Stock, one nominee designated by WildHorse Holdings, one nominee designated by Esquisto Holdings and one nominee designated by a mutual agreement between the Appointing Principal Stockholders; and (iv) If the Principal Stockholders and their respective Affiliates collectively Beneficially Own less than 15% and greater than or equal to but at least 5% of the outstanding shares of Common Stock, at which point one Rice Holdco Director shall tender his resignation to nominee designated by WildHorse Holdings and one designated by Esquisto Holdings. If the Board, Principal Stockholders and (B) Rice Energy Holdings LLC shall no longer be entitled to designate a nominee at such time as the Rice Holdco Entities their respective Affiliates collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the Rice Holdco Directors Appointing Principal Stockholders shall tender their resignations not be entitled to designate a nominee. For the avoidance of doubt, the rights granted to the BoardAppointing Principal Stockholders to designate members of the Board are additive to, and not intended to limit in any way, the rights that the Principal Stockholders or any of their respective Affiliates may have to nominate, elect or remove directors under the Company’s certificate of incorporation, bylaws or the Delaware General Corporation Law. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), that taking all necessary corporate action to effectuate the above shall include (A) including the persons designated pursuant to this Section 2.1(a) in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, and (C) soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual as a WildHorse Holdings Director or Esquisto Holdings Director, as applicable, pursuant to this Agreement. (b) At any given time, and provided that time the directors members of the Board are allocated among separate classesclasses of directors, (i) the Rice Holdco Directors directors designated by the Principal Stockholders pursuant to this Section 2.1 (the “Principal Stockholder Directors”) shall be in different classes of directors; directors to the extent practicable and (ii) Two nominees the Appointing Principal Stockholders (acting by mutual agreement) shall be designated by NGP Rice Holdings, LLC (permitted to designate the “NGP Directors”); provided, that (A) the number of nominees designated by NGP Rice Holdings, LLC class or classes to which each Principal Stockholder Director shall be reduced to one director at such time as NGP Rice Holdings, LLC and its Affiliates (the “NGP Entities”) collectively Beneficially Own less than 15% and greater than or equal to 5% of the outstanding shares of Common Stock at which point one NGP Holdco Director shall tender his resignation to the Board, and (B) that NGP Rice Holdings, LLC shall no longer be entitled to designate a nominee at such time as the NGP Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the NGP Director shall tender his resignation to the Board; and (iii) One nominee shall be designated by Alpha Natural Resources, Inc. (the “ANR Director”); provided, that Alpha Natural Resources, Inc. shall no longer be entitled to designate a nominee at such time as Alpha Natural Resources, Inc. and its Affiliates (the “ANR Entities”) collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the ANR Director shall tender his resignation to the Board; provided, further, however, that if immediately following the consummation of the IPO, the ANR Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, Alpha Natural Resources, Inc. shall nevertheless be entitled to designate one ANR Director until the earlier to occur of (x) the first anniversary of the IPO and (y) the date on which the ANR Entities have divested more than 75% of the Alpha Shares (as defined in the Transaction Agreement). In any event, the ANR Director must be either (i) the Chief Executive Officer of Alpha Natural Resources, Inc. at the time of the designation of such ANR Director or (ii) a member of senior management (with a title of Senior Vice President or greater) of Alpha Natural Resources, Inc. that is reasonably satisfactory to the Companyallocated. (bc) So long as the Rice Holdco Entities Principal Stockholders and their respective Affiliates collectively Beneficially Own 15% or more of the outstanding shares of Common Stock, the Appointing Principal Stockholders by mutual agreement between them will have the right to cause the Board shall to include at least one Rice Holdco Principal Stockholder Director on each committee of the Board as designated by Rice Energy Holdings LLC the Appointing Principal Stockholders (subject to any independence requirement imposed by applicable law or by the applicable rules of any national securities exchange on which the Common Stock may be listed or traded). (cd) So long as a Sponsor an Appointing Principal Stockholder is entitled to designate a nominee one or more nominees pursuant to Section 2.1(a), the Sponsor such Appointing Principal Stockholder shall have the right to remove such nominee any Principal Stockholder Director (with or without cause)) appointed by such Principal Stockholder, from time to time and at any time, from the Board, exercisable upon written notice to the Company. Should , and the Company shall take all Necessary Action to cause such removal; provided that the agreement of both Appointing Principal Stockholders shall be required to remove a director designated Principal Stockholder Director appointed by the mutual agreement of the Appointing Principal Stockholders pursuant to Section 2.1(a)(ii) (e) In the event that a Sponsor be removed for vacancy is created on the Board at any reasontime by the death, disability, resignation or removal (whether by such Sponsor the Appointing Principal Stockholders or otherwise in accordance with the Company’s certificate of incorporation and bylaws, as either may be amended or restated from time to time) of a Principal Stockholder Director, the Sponsor Appointing Principal Stockholder entitled to appoint such Principal Stockholder Director shall be entitled to designate an individual to fill the vacancy created by such removal so long as the Sponsor total number of persons that will serve on the Board as designees of such Appointing Principal Stockholder immediately following the filling of such vacancy will not exceed the total number of persons such Appointing Principal Stockholder is entitled to designate a nominee pursuant to Section 2.1(a) on the date of such replacement designation; provided, provided that the ANR Director must meet consent of both Appointing Principal Stockholders shall be required to designate the requirements individual to fill any vacancy resulting from the death, disability, resignation or removal of Section 2.1(a)(iii). (d) Each the Principal Stockholder hereby agrees Director appointed by the mutual agreement of the Appointing Principal Stockholders pursuant to vote, in respect Section 2.1(a)(ii). The Company and the Principal Stockholders shall take all Necessary Action to cause such replacement designee to become a member of the Board, such Principal Stockholder’s shares of Common Stock and Equity Securities for any nominee designated by a Sponsor so long as the Sponsor is entitled to designate such nominee pursuant to Section 2.1(a). In the event that a Sponsor wishes to remove its designee to the Board in accordance with Section 2.1(c), each Principal Stockholder hereby agrees to vote, in respect of the Board, its shares of Common Stock or Equity Securities for the removal of such designee from the Board. (e) In connection with the required resignation of any director appointed by a Sponsor pursuant to this Section 2.1, such director may tender his resignation in advance of the date on which such resignation is required pursuant to this Section 2.1 and the Board shall have the right to decline to accept such resignation, in which case such director shall continue to serve on the Board until the earlier of his subsequent resignation, death or removal. Notwithstanding the foregoing, any director appointed by a Sponsor may elect to have his resignation be effective immediately upon tender.

Designees. (a) The Company and the Principal Stockholders shall take all Necessary Action necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to cause the Board to consist of include members designated as follows: (i) Three nominees shall be designated by Rice Energy Holdings LLC (If the “Rice Holdco Directors”); providedPrincipal Stockholders and their respective Affiliates collectively Beneficially Own at least 35% of the outstanding shares of Common Stock, that (A) the number of three nominees designated by Rice Energy Holdings LLC shall be reduced to Centennial HoldCo; (ii) If the Principal Stockholders and their respective Affiliates collectively Beneficially Own less than 35% but at least 15% of the outstanding shares of Common Stock, two directors at such time as Rice Energy Holdings LLC nominees designated by Centennial HoldCo; and (iii) If the Principal Stockholders and its their respective Affiliates (the “Rice Holdco Entities”) collectively Beneficially Own less than 15% and greater than or equal to but at least 5% of the outstanding shares of Common Stock, at which point one Rice Holdco Director shall tender his resignation to nominee designated by Centennial HoldCo. If the Board, Principal Stockholders and (B) Rice Energy Holdings LLC shall no longer be entitled to designate a nominee at such time as the Rice Holdco Entities their respective Affiliates collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point Centennial HoldCo shall not be entitled to designate a nominee. For the Rice Holdco Directors shall tender their resignations avoidance of doubt, the rights granted to the BoardPrincipal Stockholders to designate members of the Board are additive to, and not intended to limit in any way, the rights that the Principal Stockholders or any of their respective Affiliates may have to nominate, elect or remove directors under the Company’s certificate of incorporation, bylaws or the Delaware General Corporation Law. The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), that taking all necessary corporate action to effectuate the above shall include (A) including the persons designated pursuant to this Section 2.2(a) in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, and (C) soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual as a Centennial HoldCo Director pursuant to this Agreement. (b) At any given time, and provided that time the directors members of the Board are allocated among separate classes, the Rice Holdco Directors directors designated by Centennial HoldCo (the “Centennial HoldCo Directors”) shall be in different classes of directors; (ii) Two nominees shall be designated by NGP Rice Holdings, LLC (the “NGP Directors”); provided, that (A) the number of nominees designated by NGP Rice Holdings, LLC shall be reduced to one director at such time as NGP Rice Holdings, LLC and its Affiliates (the “NGP Entities”) collectively Beneficially Own less than 15% and greater than or equal to 5% of the outstanding shares of Common Stock at which point one NGP Holdco Director shall tender his resignation to the Board, and (B) that NGP Rice Holdings, LLC shall no longer be entitled to designate a nominee at such time as the NGP Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the NGP Director shall tender his resignation to the Board; and (iii) One nominee shall be designated by Alpha Natural Resources, Inc. (the “ANR Director”); provided, that Alpha Natural Resources, Inc. shall no longer be entitled to designate a nominee at such time as Alpha Natural Resources, Inc. and its Affiliates (the “ANR Entities”) collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the ANR Director shall tender his resignation to the Board; provided, further, however, that if immediately following the consummation of the IPO, the ANR Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, Alpha Natural Resources, Inc. shall nevertheless be entitled to designate one ANR Director until the earlier to occur of (x) the first anniversary of the IPO and (y) the date on which the ANR Entities have divested more than 75% of the Alpha Shares (as defined in the Transaction Agreement). In any event, the ANR Director must be either (i) the Chief Executive Officer of Alpha Natural Resources, Inc. at the time of the designation of such ANR Director or (ii) a member of senior management (with a title of Senior Vice President or greater) of Alpha Natural Resources, Inc. that is reasonably satisfactory to the Company. (bc) So long as the Rice Holdco Entities Principal Stockholders and their respective Affiliates collectively Beneficially Own 15% or more of the outstanding shares of Common Stock, Centennial HoldCo will have the right to cause the Board shall to include at least one Rice Holdco Centennial HoldCo Director on each committee of the Board as designated by Rice Energy Holdings LLC Centennial HoldCo (subject to any independence requirement imposed by applicable law or by the applicable rules of any national securities exchange on which the Common Stock may be listed or traded). (cd) So long as a Sponsor Centennial HoldCo is entitled to designate a nominee one or more nominees pursuant to Section 2.1(a2.2(a), the Sponsor Centennial HoldCo shall have the right to remove such nominee a Centennial HoldCo Director (with or without cause), from time to time and at any time, from the Board, exercisable upon written notice to the Company. Should , and the Company shall take all necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to cause such removal. (e) In the event that a director designated vacancy is created on the Board at any time by a Sponsor be removed for any reasonthe death, disability, resignation or removal (whether by such Sponsor Centennial HoldCo or otherwise in accordance with the Company’s certificate of incorporation and bylaws, as either may be amended or restated from time to time) of a Centennial HoldCo Director, the Sponsor Centennial HoldCo shall be entitled to designate an individual to fill the vacancy created by such removal so long as the Sponsor total number of persons that will serve on the Board as designees of Centennial HoldCo following the filling of such vacancy will not exceed the total number of persons Centennial HoldCo is entitled to designate a nominee pursuant to Section 2.1(a2.2(a) on the date of such replacement designation; provided. The Company and the Principal Stockholders shall take all necessary corporate action, that to the ANR Director must meet the requirements of Section 2.1(a)(iiifullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law). (d) Each Principal Stockholder hereby agrees , to vote, in respect of the Board, cause such Principal Stockholder’s shares of Common Stock and Equity Securities for any nominee designated by a Sponsor so long as the Sponsor is entitled to designate such nominee pursuant to Section 2.1(a). In the event that a Sponsor wishes to remove its replacement designee to the Board in accordance with Section 2.1(c), each Principal Stockholder hereby agrees to vote, in respect become a member of the Board, its shares of Common Stock or Equity Securities for the removal of such designee from the Board. (ef) In connection with the required resignation event that the number of any director appointed by a Sponsor pursuant to this Section 2.1, such director may tender his resignation in advance members of the date on which such resignation is required pursuant to this Section 2.1 and the Board shall have Centennial HoldCo has the right to decline designate pursuant to accept Section 2.2(a) shall be less than the current number of sitting Centennial HoldCo Directors, any such resignation, in which case such director excess sitting Centennial HoldCo Director shall continue tender his or her resignation to serve on the Board until the earlier of his subsequent resignation, death or removal. Notwithstanding the foregoing, any director appointed by a Sponsor may elect to have his resignation be effective immediately upon tenderwithin 90 days thereafter.

Designees. (a) The Company and the Principal Stockholders parties hereto shall take all Necessary Action to cause the Board to consist of include members designated as follows: (i) Three nominees During any time that the EnCap Group Beneficially Owns at least 50% of the outstanding Shares, a majority the directors of the Board shall be designated by Rice Energy Holdings LLC EnCap Directors; (ii) During any time that the “Rice Holdco Directors”); providedEnCap Group Beneficially Owns less than 50% but at least 35% of the outstanding Shares, that (A) four of the number directors of nominees designated by Rice Energy Holdings LLC the Board shall be reduced to two directors at such EnCap Directors; (iii) During any time as Rice Energy Holdings LLC and its Affiliates (that the “Rice Holdco Entities”) collectively EnCap Group Beneficially Own Owns less than 1535% and greater but at least 20% of the outstanding Shares, three of the directors of the Board shall be EnCap Directors; (iv) During any time that the EnCap Group Beneficially Owns less than or equal to 20% but at least 10% of the outstanding Shares, two of the directors of the Board shall be EnCap Directors; (v) During any time that the EnCap Group Beneficially Owns less than 10% but at least 5% of the outstanding shares Shares, one of Common Stock, at which point one Rice Holdco Director the directors of the Board shall tender his resignation to be an EnCap Director; and (vi) During any time that the Board, and (B) Rice Energy Holdings LLC shall no longer be entitled to designate a nominee at such time as the Rice Holdco Entities collectively EnCap Group Beneficially Own Owns less than 5% of the outstanding shares Shares, the EnCap Funds shall not be entitled to designate a nominee under this Agreement. (b) For the avoidance of Common Stockdoubt, the rights granted to the EnCap Funds to designate members of the Board are additive to, and not intended to limit in any way, the rights that any member of the EnCap Group may have to nominate, elect or remove directors under the Company’s Operating Agreement or the Delaware Limited Liability Company Act. (c) The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), that taking all Necessary Action to effectuate the above shall include (A) including the persons designated pursuant to this Section 2.1 in the slate of nominees recommended by the Board for election at any meeting of shareholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein and (C) soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual(s) as an EnCap Director pursuant to this Agreement. (d) In the event that the EnCap Funds have nominated fewer than the total number of designees it is entitled to nominate pursuant to Section 2.1(a), the EnCap Funds shall have the right, at any time, to nominate such additional designees to which point it is entitled, in which case the Rice Holdco Directors Company and the directors shall tender their resignations take all Necessary Action, to the Board. fullest extent permitted by applicable law, to (x) enable the EnCap Funds to nominate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (y) designate each such additional individual nominated by the EnCap Funds to fill such newly-created vacancies or to fill any other existing vacancies. (e) At any given time, and provided that time the directors members of the Board are allocated among separate classesclasses of directors, the Rice Holdco EnCap Directors shall be in different classes of directors; (ii) Two nominees directors to the extent practicable and the EnCap Funds shall be designated by NGP Rice Holdings, LLC (permitted to designate the “NGP Directors”); provided, that (A) the number of nominees designated by NGP Rice Holdings, LLC class or classes to which each EnCap Director shall be reduced to one director at such time as NGP Rice Holdings, LLC and its Affiliates (the “NGP Entities”) collectively Beneficially Own less than 15% and greater than or equal to 5% of the outstanding shares of Common Stock at which point one NGP Holdco Director shall tender his resignation to the Board, and (B) that NGP Rice Holdings, LLC shall no longer be entitled to designate a nominee at such time as the NGP Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the NGP Director shall tender his resignation to the Board; and (iii) One nominee shall be designated by Alpha Natural Resources, Inc. (the “ANR Director”); provided, that Alpha Natural Resources, Inc. shall no longer be entitled to designate a nominee at such time as Alpha Natural Resources, Inc. and its Affiliates (the “ANR Entities”) collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the ANR Director shall tender his resignation to the Board; provided, further, however, that if immediately following the consummation of the IPO, the ANR Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, Alpha Natural Resources, Inc. shall nevertheless be entitled to designate one ANR Director until the earlier to occur of (x) the first anniversary of the IPO and (y) the date on which the ANR Entities have divested more than 75% of the Alpha Shares (as defined in the Transaction Agreement). In any event, the ANR Director must be either (i) the Chief Executive Officer of Alpha Natural Resources, Inc. at the time of the designation of such ANR Director or (ii) a member of senior management (with a title of Senior Vice President or greater) of Alpha Natural Resources, Inc. that is reasonably satisfactory to the Companyallocated. (bf) So long as the Rice Holdco Entities collectively Beneficially Own 15% or more of the outstanding shares of Common Stock, the Board shall include at least one Rice Holdco Director on each committee of the Board as designated by Rice Energy Holdings LLC (subject to any independence requirement imposed by law or by the rules of any national securities exchange on which the Common Stock may be listed or traded). (c) So long as a Sponsor is entitled to designate a nominee pursuant to Section 2.1(a), the Sponsor The EnCap Funds shall have the right to remove such nominee any EnCap Director (with or without cause), from time to time and at any time, from the Board, exercisable upon written notice to the Company. Should , and the Company shall take all Necessary Action to cause such removal, to the extent permitted by applicable law. (g) So long as the EnCap Group Beneficially Owns at least 25% of the outstanding Shares, the Company shall take all Necessary Action to cause any committee of the Board to include in its membership at least one EnCap Director (as selected by the EnCap Funds), except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (h) Nothing in this Section 2.1 shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule of any national securities exchange upon which the Class A Shares are admitted to trading. (i) In the event that a director designated vacancy is created on the Board at any time by a Sponsor be removed for any reasonthe death, disability, resignation or removal (whether by such Sponsor the EnCap Funds or otherwise in accordance with the Company’s certificate of incorporation and bylawsOperating Agreement, as either may be amended or restated from time to time) of an EnCap Director, the Sponsor EnCap Funds shall be entitled to designate an individual to fill the vacancy created by such removal so long as the Sponsor is total number of persons that will serve on the Board as EnCap Directors immediately following the filling of such vacancy will not exceed the total number of persons that the EnCap Funds are entitled to designate a nominee pursuant to this Section 2.1(a) 2.1 on the date of such replacement designation; provided, that the ANR . The parties hereto shall take all Necessary Action to cause such replacement EnCap Director must meet the requirements to become a member of Section 2.1(a)(iii). (d) Each Principal Stockholder hereby agrees to vote, in respect of the Board, such Principal Stockholder’s shares of Common Stock and Equity Securities for any nominee designated by a Sponsor so long as the Sponsor is entitled to designate such nominee pursuant to Section 2.1(a). In the event that a Sponsor wishes to remove its designee to the Board in accordance with Section 2.1(c), each Principal Stockholder hereby agrees to vote, in respect of the Board, its shares of Common Stock or Equity Securities for the removal of such designee from the Board. (ej) In connection with the required resignation of any director appointed by a Sponsor pursuant to this Section 2.1, such director may tender his resignation in advance event the size of the date on which such resignation Board is required pursuant increased to this Section 2.1 and more than 12 directors, the Board shall have the right number of EnCap Directors permitted to decline to accept such resignation, in which case such director shall continue to serve be included on the Board until the earlier of his subsequent resignation, death or removal. Notwithstanding the foregoing, any director appointed pursuant to Section 2.1(a)(ii) through (v) following such increase shall be increased by a Sponsor may elect to have his resignation be effective immediately upon tenderone additional EnCap Director.

Designees. (a) The Company and the Principal Stockholders shall take all Necessary Action to cause the Board to consist of members designated as follows:B▇▇▇▇▇▇ Designees. (i) Three nominees shall be designated by Rice Energy Holdings LLC (For so long as the “Rice Holdco Directors”); provided, that (A) Principal Stockholders and any Affiliates of the number of nominees designated by Rice Energy Holdings LLC shall be reduced to two directors at such time as Rice Energy Holdings LLC and its Affiliates (the “Rice Holdco Entities”) Principal Stockholders collectively Beneficially Own less than 15% and greater than or equal to 550% of the outstanding shares of Common Stock, at which point one Rice Holdco Director the B▇▇▇▇▇▇ Representative shall tender his resignation have the right, but not the obligation, to determine the size of the Board and designate all members of the Board, including the right to designate such number of individuals to be included in the slate of directors to be nominated by the Board for election by the stockholders of the Company. (ii) After the Principal Stockholders and any Affiliates of the Principal Stockholders collectively no longer Beneficially Own greater than 50% of the outstanding shares of Common Stock, the B▇▇▇▇▇▇ Representative shall have the right, but not the obligation, to designate the following number of members of the Board, including the right to designate such number of individuals to be included in the slate of directors to be nominated by the Board for election by the stockholders of the Company such that, after such election, the Board will include the number of directors set forth below: (A) four (4) directors, so long as the Principal Stockholders and any Affiliates of the Principal Stockholders collectively Beneficially Own at least 35% of the outstanding shares of Common Stock; (B) Rice Energy Holdings LLC shall no longer be entitled to designate a nominee at such time three (3) directors, so long as the Rice Holdco Entities Principal Stockholders and any Affiliates of the Principal Stockholders collectively Beneficially Own at least 25% but no greater than 35% of the outstanding shares of Common Stock; (C) two (2) directors, so long as the Principal Stockholders and any Affiliates of the Principal Stockholders collectively Beneficially Own at least 10% but no greater than 25% of the outstanding shares of Common Stock; and (D) one (1) director, so long as the Principal Stockholders and any Affiliates of the Principal Stockholders collectively Beneficially Own at least 5% but no greater than 10% of the outstanding shares of Common Stock. If the Principal Stockholders and any Affiliates of the Principal Stockholders collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the Rice Holdco Directors B▇▇▇▇▇▇ Representative shall tender their resignations not have any right pursuant to this Agreement to designate any individuals to the Board. At any given time, and provided that the directors are allocated among separate classes, the Rice Holdco Directors shall be in different classes of directors; (ii) Two nominees shall be designated by NGP Rice Holdings, LLC (the “NGP Directors”); provided, that (A) the number of nominees designated by NGP Rice Holdings, LLC shall be reduced to one director at such time as NGP Rice Holdings, LLC and its Affiliates (the “NGP Entities”) collectively Beneficially Own less than 15% and greater than or equal to 5% of the outstanding shares of Common Stock at which point one NGP Holdco Director shall tender his resignation to the Board, and (B) that NGP Rice Holdings, LLC shall no longer be entitled to designate a nominee at such time as the NGP Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the NGP Director shall tender his resignation to the Board; and. (iii) One nominee shall be designated by Alpha Natural ResourcesNotwithstanding anything in Section 2.1(a)(ii) to the contrary, Inc. if the authorized size of the Board is increased or decreased at any time to constitute other than nine (9) directors, the “ANR Director”); provided, number of directors that Alpha Natural Resources, Inc. shall no longer be the B▇▇▇▇▇▇ Representative is entitled to designate to the Board pursuant to Section 2.1(a)(ii) shall be proportionately increased or decreased, respectively, rounded to the nearest whole number. In the event that the Company’s Certificate of Incorporation provides for a nominee at classified Board, then proper provision shall be made such time that the individuals designated to the Board by the B▇▇▇▇▇▇ Representative are distributed as Alpha Natural Resourcesevenly as possible among the classes of directors. (iv) The Company agrees, Inc. to the fullest extent permitted by applicable law, to take all Necessary Action to effectuate the above, and its Affiliates (the “ANR Entities”) collectively Beneficially Own less than 5% not to take any action that would be reasonably expected to result in any of the outstanding shares above not becoming effectuated, including by: (A) including the persons designated pursuant to this Section 2.1 in the slate of Common Stocknominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors; (B) nominating and recommending each such individual to be elected as a director as provided herein; (C) soliciting proxies or consents in favor thereof; (D) filling vacancies of the Board with individuals designated by the B▇▇▇▇▇▇ Representative; (E) if necessary, at which point expanding the ANR Director shall tender his size of the Board and filling any resulting vacancies with individuals designated by the B▇▇▇▇▇▇ Representative; and (F) causing any director resignation or similar policy of the Company to not be applicable to the Board; provided, further, however, that if immediately following B▇▇▇▇▇▇ Directors. The Company is entitled to identify each such individual nominated pursuant to this Section 2.1(a) as a B▇▇▇▇▇▇ Director pursuant to this Agreement. In order to facilitate the consummation Company’s performance of the IPOits obligations under this Section 2.1(a)(iv), the ANR Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, Alpha Natural Resources, Inc. shall nevertheless be entitled B▇▇▇▇▇▇ Representative agrees to designate one ANR Director until the earlier to occur of (x) the first anniversary of the IPO and (y) the date on which the ANR Entities have divested more than 75% of the Alpha Shares (as defined in the Transaction Agreement). In any event, the ANR Director must be either (i) the Chief Executive Officer of Alpha Natural Resources, Inc. at the time of the designation of such ANR Director or (ii) a member of senior management (with a title of Senior Vice President or greater) of Alpha Natural Resources, Inc. that is reasonably satisfactory provide to the Company. (b) So long , as reasonably requested by the Rice Holdco Entities collectively Beneficially Own 15% or more Company, such information about any applicable designees of the outstanding shares of Common StockB▇▇▇▇▇▇ Representative to ensure compliance with the Exchange Act, and other applicable securities laws and to enable the Board shall include at least one Rice Holdco Director on each committee of to make any determinations as to whether such designee is independent under the Board as designated by Rice Energy Holdings LLC (subject to any independence requirement imposed by law Exchange Act or by other applicable securities laws or under the rules of any national securities the principal exchange on which the Common Stock may be listed is then listed. (b) In the event that the B▇▇▇▇▇▇ Representative has designated to the Board fewer than the total number of individuals it is entitled to designate pursuant to Section 2.1(a), the B▇▇▇▇▇▇ Representative shall have the right, at any time, to designate such additional individuals to which it is entitled, in which case the Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable law, to (i) enable the B▇▇▇▇▇▇ Representative to designate and effect the election or traded)appointment of such additional individuals, whether by increasing the size of the Board or otherwise, and (ii) designate each such additional individual nominated by the B▇▇▇▇▇▇ Representative to fill such newly-created vacancies or to fill any other existing vacancies. (c) So long as a Sponsor the B▇▇▇▇▇▇ Representative is entitled to designate a nominee one or more nominees pursuant to Section 2.1(a), the Sponsor B▇▇▇▇▇▇ Representative shall have the right to remove such nominee request the removal of any B▇▇▇▇▇▇ Director (with or without cause)) designated by it, from time to time and at any time, from the Board, exercisable upon written notice to the Company. Should a director designated by a Sponsor be removed for , and the Company and the Principal Stockholders shall, and the Principal Stockholders shall cause any reasonof their Affiliates to, whether by take all Necessary Action to cause such Sponsor or otherwise in accordance with the Company’s certificate of incorporation and bylaws, as either may be amended or restated from time to time, the Sponsor shall be entitled to designate an individual to fill the vacancy created by such removal so long as the Sponsor is entitled to designate a nominee pursuant to Section 2.1(a) on the date of such replacement designation; provided, that the ANR Director must meet the requirements of Section 2.1(a)(iii)removal. (d) Each Principal Stockholder hereby agrees to vote, in respect of the Board, such Principal Stockholder’s shares of Common Stock and Equity Securities for any nominee designated by a Sponsor For so long as the Sponsor B▇▇▇▇▇▇ Representative is entitled to designate such nominee any members of the Board pursuant to Section 2.1(a). In , the event that a Sponsor wishes Company shall take all Necessary Action to remove cause each of the Audit Committee, Compensation Committee and the Nominating and Governance Committee of the Board to include in its designee membership at least one B▇▇▇▇▇▇ Director, except to the Board in accordance with Section 2.1(c), each Principal Stockholder hereby agrees to vote, in respect of the Board, its shares of Common Stock extent that such membership would violate applicable securities laws or Equity Securities for the removal of such designee from the Boardstock exchange or stock market rules. (e) In connection with the required resignation of any director appointed by a Sponsor pursuant to this Section 2.1, such director may tender his resignation Nothing in advance of the date on which such resignation is required pursuant to this Section 2.1 and shall be deemed to require that any party hereto, or any Affiliate thereof, act or be in violation of any applicable provision of law, regulation, legal duty or requirement or stock exchange or stock market rule of any national securities exchange upon which the Board shall have the right to decline to accept such resignation, in which case such director shall continue to serve on the Board until the earlier of his subsequent resignation, death or removal. Notwithstanding the foregoing, any director appointed by a Sponsor may elect to have his resignation be effective immediately upon tenderCommon Stock is admitted for trading.

Designees. (a) Effective as of immediately following the Closing, each person contemplated by Section 1.6(a) of the Merger Agreement shall be appointed a director of the Board and shall serve as a director until his or her successor is duly elected and qualified or until his or her earlier death, resignation, retirement, disqualification, or removal. (b) The Company and the Principal Stockholders shall take all Necessary Action necessary corporate action, to cause the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to include in the slate of nominees to be recommended by the Board for election as director at each applicable annual or special meeting of stockholders at which directors are to consist of members designated as followsbe elected the following individuals: (i) Three nominees shall be designated by Rice Energy Holdings LLC (the “Rice Holdco Directors”); provided, that (A) the number of nominees designated by Rice Energy Holdings LLC shall be reduced to two directors at such time as Rice Energy Holdings LLC if Kimmeridge and its Affiliates (the “Rice Holdco Entities”) collectively Beneficially Own less than 15% and greater than or equal to 5at least 10% of the outstanding shares of Common Stock, at which point one Rice Holdco Director shall tender his resignation to nominee designated by Kimmeridge (the Board, “Kimmeridge Director”); (ii) if Blackstone and (B) Rice Energy Holdings LLC shall no longer be entitled to designate a nominee at such time as the Rice Holdco Entities its Affiliates collectively Beneficially Own less than 5at least 10% of the outstanding shares of Common Stock, at which point one nominee designated by Blackstone (the Rice Holdco Directors shall tender their resignations to the Board. At any given time, and provided that the directors are allocated among separate classes, the Rice Holdco Directors shall be in different classes of directors“Blackstone Director”); (iiiii) Two nominees shall be designated by NGP Rice Holdings, LLC (if the “NGP Directors”); provided, that (A) the number of nominees designated by NGP Rice Holdings, LLC shall be reduced to one director at such time as NGP Rice Holdings, LLC Source Stockholders and its their Affiliates (the “NGP Entities”) collectively Beneficially Own less than 15% and greater than or equal to 5% of the outstanding shares of Common Stock at which point one NGP Holdco Director shall tender his resignation to the Board, and (B) that NGP Rice Holdings, LLC shall no longer be entitled to designate a nominee at such time as the NGP Entities collectively Beneficially Own less than 5least 10% of the outstanding shares of Common Stock, at which point one nominee designated by the NGP Director shall tender his resignation to Source Stockholders (the Board“Source Director”); and (iiiiv) One nominee shall be designated by Alpha Natural Resources, Inc. (If the “ANR Director”); provided, that Alpha Natural Resources, Inc. shall no longer be entitled to designate a nominee at such time as Alpha Natural Resources, Inc. applicable Principal Stockholder and its Affiliates (the “ANR Entities”) collectively Beneficially Own less than 510% of the outstanding shares of Common Stock, at which point the ANR Director such Principal Stockholder shall tender his resignation to the Board; provided, further, however, that if immediately following the consummation of the IPO, the ANR Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, Alpha Natural Resources, Inc. shall nevertheless not be entitled to designate one ANR Director until the earlier to occur of (x) the first anniversary of the IPO and (y) the date on which the ANR Entities have divested more than 75% of the Alpha Shares (as defined in the Transaction Agreement). In any event, the ANR Director must be either (i) the Chief Executive Officer of Alpha Natural Resources, Inc. at the time of the designation of such ANR Director or (ii) a member of senior management (with a title of Senior Vice President or greater) of Alpha Natural Resources, Inc. that is reasonably satisfactory to the Companynominee. (bv) So long as For the Rice Holdco Entities collectively Beneficially Own 15% or more avoidance of the outstanding shares of Common Stockdoubt, the Board shall include at least one Rice Holdco Director on each committee rights granted to the Principal Stockholders to designate nominees are additive to, and not intended to limit in any way, the rights that the Principal Stockholders or any of their respective Affiliates may have to nominate, elect or remove directors under the Board as designated by Rice Energy Holdings LLC (subject to any independence requirement imposed by law Company’s certificate of incorporation, bylaws or by the rules of any national securities exchange on which the Common Stock may be listed or traded)Delaware General Corporation Law. (c) If the first annual meeting of stockholders at which directors are to be elected following the effective time of the Merger (the “First Post-Closing Meeting”) occurs in 2022, the Company and the Principal Stockholders shall take all necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to include in the slate of nominees to be recommended by the Board for election as director at the First Post-Closing Meeting the individuals set forth in Section 1.6(a)(iii) of the Merger Agreement (together, the “Ferrari Designees”). (d) The Company agrees, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), that taking all necessary corporate action to effectuate Section 2.1(b) and Section 2.1(c) shall include (A) including the Persons designated pursuant to Section 2.1(b) and named in Section 2.1(c) in the slate of nominees recommended by the Board for election at any meeting of stockholders called for the purpose of electing directors (or, if applicable, the First Post-Closing Meeting in the case of the Ferrari Designees), (B) nominating and recommending each such individual to be elected as a director as provided herein, and (C) soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual as a Kimmeridge Director, a Blackstone Director or a Source Director, as applicable, pursuant to this Agreement. (e) So long as a Sponsor Principal Stockholder is entitled to designate a nominee pursuant to Section 2.1(a2.1(b), subject to the Sponsor Company’s certificate of incorporation, (i) such Principal Stockholder shall have the right to remove such nominee the Principal Stockholder Director (with or without cause)) appointed by such Principal Stockholder, from time to time and at any time, from the Board, exercisable upon written notice to the Company. Should , and (ii) the Company shall take all necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to cause such removal. (f) In the event that a director designated vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by a Sponsor be removed for any reason, whether by such Sponsor Principal Stockholder or otherwise in accordance with the Company’s certificate of incorporation and bylaws, as either may be amended or restated from time to time) of a Principal Stockholder Director, the Sponsor Principal Stockholder entitled to appoint such Principal Stockholder Director shall be entitled to designate an individual to fill the vacancy created by such removal so long as the Sponsor total number of Persons that will serve on the Board as designees of such Principal Stockholder immediately following the filling of such vacancy will not exceed one. The Company shall take all necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to cause such replacement designee to become a member of the Board. (g) In the event that a Principal Stockholder is no longer entitled to designate a nominee pursuant to Section 2.1(a) on 2.1(b), the date of such replacement designation; provided, that the ANR Director must meet the requirements of Section 2.1(a)(iii). (d) Each Principal Stockholder hereby agrees Director appointed by such Principal Stockholder shall offer to votetender his or her resignation, in respect effective immediately, which offer shall be accepted by the Company at the discretion of the Nominating and Governance Committee of the Board, such Principal Stockholder’s shares of Common Stock and Equity Securities for any nominee designated by a Sponsor so long as the Sponsor is entitled to designate such nominee pursuant to Section 2.1(a). In the event that a Sponsor wishes to remove its designee to the Board in accordance with Section 2.1(c), each Principal Stockholder hereby agrees to vote, in respect of the Board, its shares of Common Stock or Equity Securities for the removal of such designee from the Board. (e) In connection with the required resignation of any director appointed by a Sponsor pursuant to this Section 2.1, such director may tender his resignation in advance of the date on which such resignation is required pursuant to this Section 2.1 and the Board shall have the right to decline to accept such resignation, in which case such director shall continue to serve on the Board until the earlier of his subsequent resignation, death or removal. Notwithstanding the foregoing, any director appointed by a Sponsor may elect to have his resignation be effective immediately upon tender.

Designees. (a) The Company and the Principal Stockholders shall take all Necessary Action necessary corporate action, to cause the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to include in the slate of nominees to be recommended by the Board for election as director at each applicable annual or special meeting of stockholders at which directors are to consist of members designated as followsbe elected the following individuals: (i) Three nominees shall be designated by Rice Energy Holdings LLC (the “Rice Holdco Directors”); provided, that (A) the number of nominees designated by Rice Energy Holdings LLC shall be reduced to two directors at such time as Rice Energy Holdings LLC if Kimmeridge and its Affiliates (the “Rice Holdco Entities”) collectively Beneficially Own less than 15% and greater than or equal to 5at least 20% of the outstanding shares of Common Stock, at which point one Rice Holdco Director shall tender his resignation to the Board, two nominees designated by Kimmeridge; (ii) if Kimmeridge and (B) Rice Energy Holdings LLC shall no longer be entitled to designate a nominee at such time as the Rice Holdco Entities its Affiliates collectively Beneficially Own less than 520% but at least 10% of the outstanding shares of Common Stock, at which point the Rice Holdco Directors shall tender their resignations to the Board. At any given time, and provided that the directors are allocated among separate classes, the Rice Holdco Directors shall be in different classes of directorsone nominee designated by Kimmeridge; (iiiii) Two nominees shall be designated by NGP Rice Holdings, LLC (the “NGP Directors”); provided, that (A) the number of nominees designated by NGP Rice Holdings, LLC shall be reduced to one director at such time as NGP Rice Holdings, LLC if Rock Ridge and its Affiliates (the “NGP Entities”) collectively Beneficially Own less than 15% and greater than or equal to 5% of the outstanding shares of Common Stock at which point one NGP Holdco Director shall tender his resignation to the Board, and (B) that NGP Rice Holdings, LLC shall no longer be entitled to designate a nominee at such time as the NGP Entities collectively Beneficially Own less than 5least 10% of the outstanding shares of Common Stock, at which point one nominee designated by Rock Ridge (the NGP Director shall tender his resignation to the Board“Rock Ridge Director”); and (iiiiv) One nominee shall be designated by Alpha Natural Resources, Inc. (if the “ANR Director”); provided, that Alpha Natural Resources, Inc. shall no longer be entitled to designate a nominee at such time as Alpha Natural Resources, Inc. Source Stockholders and its their Affiliates (the “ANR Entities”) collectively Beneficially Own less than 5at least 10% of the outstanding shares of Common Stock, at which point one nominee designated by the ANR Director shall tender his resignation to Source Stockholders (the Board; provided, further, however, that if immediately following “Source Director”). If the consummation of the IPO, the ANR Entities applicable Principal Stockholder and its Affiliates collectively Beneficially Own less than 5% the applicable percentage of the outstanding shares of Common StockStock set forth in this Section 2.1(a), Alpha Natural Resources, Inc. such Principal Stockholder shall nevertheless not be entitled to designate one ANR Director until a nominee. For the earlier avoidance of doubt, the rights granted to occur the Principal Stockholders to designate nominees are additive to, and not intended to limit in any way, the rights that the Principal Stockholders or any of their respective Affiliates may have to nominate, elect or remove directors under the Company’s certificate of incorporation, bylaws or the Delaware General Corporation Law. The Company agrees, to the fullest extent permitted by applicable law (xincluding with respect to any applicable fiduciary duties under Delaware law), that taking all necessary corporate action to effectuate the above shall include (A) including the first anniversary Persons designated pursuant to this Section 2.1(a) in the slate of nominees recommended by the IPO Board for election at any meeting of stockholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, and (yC) the date on which the ANR Entities have divested more than 75% of the Alpha Shares soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual as a Kimmeridge Director (as defined in the Transaction Agreementbelow). In any event, the ANR Director must be either (i) the Chief Executive Officer of Alpha Natural Resources, Inc. at the time of the designation of such ANR a Rock Ridge Director or (ii) a member of senior management (with a title of Senior Vice President or greater) of Alpha Natural ResourcesSource Director, Inc. that is reasonably satisfactory as applicable, pursuant to the Companythis Agreement. (b) So long as At any time the Rice Holdco Entities collectively Beneficially Own 15% or more of the outstanding shares of Common Stock, the Board shall include at least one Rice Holdco Director on each committee members of the Board as are allocated among separate classes of directors, (i) the directors designated by Rice Energy Holdings LLC Kimmeridge (subject the “Kimmeridge Directors”), if there is more than one Kimmeridge Director at such time, shall be in different classes of directors to any independence requirement imposed by law the extent practicable and (ii) Kimmeridge shall be permitted to designate the class or by the rules of any national securities exchange on classes to which the Common Stock may each Kimmeridge Director shall be listed or traded)allocated. (c) So long as a Sponsor Principal Stockholder is entitled to designate a nominee one or more nominees pursuant to Section 2.1(a), the Sponsor such Principal Stockholder shall have the right to remove such nominee any Principal Stockholder Director (with or without cause)) appointed by such Principal Stockholder, from time to time and at any time, from the Board, exercisable upon written notice to the Company. Should , and the Company shall take all necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to cause such removal. (d) In the event that a director designated vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by a Sponsor be removed for any reason, whether by such Sponsor Principal Stockholder or otherwise in accordance with the Company’s certificate of incorporation and bylaws, as either may be amended or restated from time to time) of a Principal Stockholder Director, the Sponsor Principal Stockholder entitled to appoint such Principal Stockholder Director shall be entitled to designate an individual to fill the vacancy created by such removal so long as the Sponsor total number of Persons that will serve on the Board as designees of such Principal Stockholder immediately following the filling of such vacancy will not exceed the total number of Persons that such Principal Stockholder is entitled to designate a nominee pursuant to Section 2.1(a) on the date of such replacement designation; provided. The Company and the Principal Stockholders shall take all necessary corporate action, that to the ANR Director must meet the requirements of Section 2.1(a)(iiifullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law). (d) Each Principal Stockholder hereby agrees , to vote, in respect cause such replacement designee to become a member of the Board, . This Section 2.1(d) shall create an obligation between the Company and such Principal Stockholder’s shares of Common Stock Stockholder and Equity Securities for any nominee designated by is not intended to constitute a Sponsor so long as the Sponsor voting agreement between Principal Stockholders, nor is entitled such provision intended to designate such nominee pursuant to create a “group” under Section 2.1(a). In the event that a Sponsor wishes to remove its designee to the Board in accordance with Section 2.1(c), each Principal Stockholder hereby agrees to vote, in respect 13(d) of the BoardSecurities Exchange Act of 1934, its shares of Common Stock or Equity Securities for the removal of such designee from the Boardas amended. (e) In connection with the required resignation of any director appointed by a Sponsor pursuant to this Section 2.1, such director may tender his resignation in advance of the date on which such resignation is required pursuant to this Section 2.1 and the Board shall have the right to decline to accept such resignation, in which case such director shall continue to serve on the Board until the earlier of his subsequent resignation, death or removal. Notwithstanding the foregoing, any director appointed by a Sponsor may elect to have his resignation be effective immediately upon tender.

Designees. (a) The Company and the Principal Stockholders shall take all Necessary Action to cause the Board to consist of members designated as follows: (i) Three nominees shall be designated by Rice Energy Holdings LLC (the “Rice Holdco Directors”); provided, that (A) the number of nominees designated by Rice Energy Holdings LLC shall be reduced to two directors at such time as Rice Energy Holdings LLC and its Affiliates (the “Rice Holdco Entities”) collectively Beneficially Own less than 15% and greater than or equal to 5% of the outstanding shares of Common Stock, at which point one Rice Holdco Director shall tender his resignation to the Board, and (B) Rice Energy Holdings LLC shall no longer be entitled to designate a nominee at such time as the Rice Holdco Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the Rice Holdco Directors shall tender their resignations to the Board. At any given time, and provided that the directors are allocated among separate classes, the Rice Holdco Directors shall be in different classes of directors; (ii) Two nominees shall be designated by NGP Rice Holdings, LLC (the “NGP Directors”); provided, that (A) the number of nominees designated by NGP Rice Holdings, LLC shall be reduced to one director at such time as NGP Rice Holdings, LLC and its Affiliates (the “NGP Entities”) collectively Beneficially Own less than 15% and greater than or equal to 5% of the outstanding shares of Common Stock at which point one NGP Holdco Director shall tender his resignation to the Board, and (B) that NGP Rice Holdings, LLC shall no longer be entitled to designate a nominee at such time as the NGP Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the NGP Director shall tender his resignation to the Board; and (iii) One nominee shall be designated by Alpha Natural Resources, Inc. (the “ANR Director”); provided, that Alpha Natural Resources, Inc. shall no longer be entitled to designate a nominee at such time as Alpha Natural Resources, Inc. and its Affiliates (the “ANR Entities”) collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the ANR Director shall tender his resignation to the Board; provided, further, however, that if immediately following the consummation of the IPO, the ANR Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, Alpha Natural Resources, Inc. shall nevertheless be entitled to designate one ANR Director until the earlier earliest to occur of (x) the first anniversary of the IPO and (y) the date on which the ANR Entities have divested more than 75% of the Alpha Shares (as defined in the Transaction Agreement). In any event, the ANR Director must be either (i) the Chief Executive Officer of Alpha Natural Resources, Inc. at the time of the designation of such ANR Director or (ii) a member of senior management (with a title of Senior Vice President or greater) of Alpha Natural Resources, Inc. that is reasonably satisfactory to the Company. (b) So long as the Rice Holdco Entities collectively Beneficially Own 15% or more of the outstanding shares of Common Stock, the Board shall include at least one Rice Holdco Director on each committee of the Board as designated by Rice Energy Holdings LLC (subject to any independence requirement imposed by law or by the rules of any national securities exchange on which the Common Stock may be listed or traded). (c) So long as a Sponsor is entitled to designate a nominee pursuant to Section 2.1(a), the Sponsor shall have the right to remove such nominee (with or without cause), from time to time and at any time, from the Board, exercisable upon written notice to the Company. Should a director designated by a Sponsor be removed for any reason, whether by such Sponsor or otherwise in accordance with the Company’s certificate of incorporation and bylaws, as either may be amended or restated from time to time, the Sponsor shall be entitled to designate an individual to fill the vacancy created by such removal so long as the Sponsor is entitled to designate a nominee pursuant to Section 2.1(a) on the date of such replacement designation; provided, that the ANR Director must meet the requirements of Section 2.1(a)(iii). (d) Each Principal Stockholder hereby agrees to vote, in respect of the Board, such Principal Stockholder’s shares of Common Stock and Equity Securities for any nominee designated by a Sponsor so long as the Sponsor is entitled to designate such nominee pursuant to Section 2.1(a). In the event that a Sponsor wishes to remove its designee to the Board in accordance with Section 2.1(c), each Principal Stockholder hereby agrees to vote, in respect of the Board, its shares of Common Stock or Equity Securities for the removal of such designee from the Board. (e) In connection with the required resignation of any director appointed by a Sponsor pursuant to this Section 2.1, such director may tender his resignation in advance of the date on which such resignation is required pursuant to this Section 2.1 and the Board shall have the right to decline to accept such resignation, in which case such director shall continue to serve on the Board until the earlier of his subsequent resignation, death or removal. Notwithstanding the foregoing, any director appointed by a Sponsor may elect to have his resignation be effective immediately upon tender.