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 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 to cause the Board to consist of members designated as follows: (i) Three Two nominees shall be designated by Rice Energy Holdings LLC RSP Permian Holdco, L.L.C. (the “Rice RSP Permian Holdco Directors”); provided, that (A) the number of nominees designated by Rice Energy Holdings LLC RSP Permian Holdco, L.L.C. shall be reduced to two directors one director at such time as Rice Energy Holdings LLC RSP Permian Holdco, L.L.C. and its Affiliates (the “Rice RSP Permian 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 RSP Permian Holdco Director shall tender his resignation to the Board, and (B) Rice Energy Holdings LLC RSP Permian Holdco, L.L.C. shall no longer be entitled to designate a nominee at such time as the Rice RSP Permian Holdco Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the Rice RSP Permian Holdco Directors shall tender their resignations resignation to the Board. At any given time, and provided that the directors are allocated among separate classes, the Rice RSP Permian Holdco Directors shall be in different classes of directors; (ii) Two nominees One nominee shall be designated by NGP Rice Holdings▇▇▇ ▇▇▇▇▇▇▇, LLC Jr. (the “NGP Directors▇▇▇▇▇▇▇ Director”); 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 Jr. 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 Jr. and 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 IPOwith respect to shares held directly by ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Holdings, LLC, the ANR ▇▇▇▇▇▇▇ Entities shall be deemed to Beneficially Own only the number of shares that is proportional to the ▇▇▇▇▇▇▇ Entities’ ownership of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Holdings, LLC; and (iii) One nominee shall be designated by ▇▇▇▇▇▇▇ Family Partnership, LP (the “▇▇▇▇▇▇▇ Director”); provided, that ▇▇▇▇▇▇▇ Family Partnership, LP shall no longer be entitled to designate a nominee at such time as ▇▇▇▇▇▇▇ Family Partnership, LP and its Affiliates (the “▇▇▇▇▇▇▇ Entities”) collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, Alpha Natural Resourcesat which point the ▇▇▇▇▇▇▇ Director shall tender his resignation to the Board; provided, Inc. shall nevertheless be entitled further, however, that with respect 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 eventshares held directly by ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Holdings, LLC, the ANR Director must ▇▇▇▇▇▇▇ Entities shall be either (i) deemed to Beneficially Own only the Chief Executive Officer number 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. shares that is reasonably satisfactory proportional to the Company▇▇▇▇▇▇▇ Entities’ ownership of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Holdings, LLC. (b) So long as RSP Permian Holdco, L.L.C. is entitled to designate a nominee pursuant to (a)(i), in the Rice event that any RSP Permian Holdco Director is not a NGP Representative, then RSP Permian Holdco,L.L.C. shall have the right to appoint one individual to attend all meetings of the Board in a non-voting, observer capacity (the “Board Observer”). The Board Observer shall be entitled to (i) be given notice by the Company of any meeting of the Board or any committee thereof at the same time as the directors of the Company, (ii) be present at all meetings of the Board or any committee thereof, (iii) receive copies of all minutes of Board meetings and Board committee meetings and (iv) receive copies of any reports, minutes or other documents distributed to the Board or any committee thereof at the time such materials are given to the directors of the Company. Prior to such appointment, the Board Observer shall cooperate in good faith with the Company to enter into a reasonable and customary confidentiality agreement with respect to confidential materials received by the Board Observer in his capacity as such. The Company shall reimburse the Board Observer for all reasonable out-of-pocket expenses (including travel and lodging) incurred in connection with his attendance at meetings of the Board. (c) So long as the RSP Permian Holdco Entities collectively Beneficially Own 15% or more of the outstanding shares of Common Stock, the Board shall include at least one Rice RSP Permian Holdco Director on each committee of the Board as designated by Rice Energy Holdings LLC RSP Permian Holdco, L.L.C. (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). (cd) 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 its nominee(s) (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). (de) 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(c2.1(d), 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 From the date hereof and for so long as the GoldenTree Funds and their Affiliates collectively Beneficially Own a number of shares of Company and Common Stock equal to or greater than 80% of 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 GoldenTree Pro Forma Shares (the “Rice Holdco DirectorsGoldenTree Threshold Amount”); provided, that (A) GoldenTree shall have the number right to designate one individual to serve as a member 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 Board (the “Rice Holdco EntitiesGoldenTree Nominee”) 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 subject to the Boardterms and conditions and in accordance with the procedures herein, 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 on one Rice Holdco Director on each committee of the Board as designated such GoldenTree Nominee to serve on such committee of the Board, which committee shall be selected by Rice Energy Holdings LLC GoldenTree (subject to any independence requirement imposed by law or by the rules of any national securities exchange on which the Company Common Stock may be listed or traded). (b) GoldenTree hereby designates ▇▇▇▇▇ ▇▇▇▇▇▇▇ as the GoldenTree Nominee and the Company agrees that the Board shall take all corporate action necessary to appoint ▇▇▇▇▇ ▇▇▇▇▇▇▇ to the Board as of the date hereof, in each case with a term expiring at the next annual meeting of stockholders at which directors are to be elected. GoldenTree will cause the GoldenTree Nominee to submit to the Company each of the documents set forth in Section 2.1(d) promptly after GoldenTree receives the Company’s reasonable and customary forms of such documents. (c) So In the event that the GoldenTree Nominee shall for any reason cease to serve as a member of the Board during his term of office, so long as a Sponsor is entitled to designate a nominee pursuant to Section 2.1(a)the GoldenTree Funds and their Affiliates satisfy the GoldenTree Threshold Amount, the Sponsor resulting vacancy on the Board and on any committee of the Board on which the GoldenTree Nominee was serving prior to such cessation shall have be filled by an individual designated by GoldenTree to serve as the right to remove GoldenTree Nominee (such nominee (with or without cause)individual, from time to time and at any time, from the Board, exercisable upon written notice “GoldenTree Replacement Nominee”) subject to the Company. Should a director designated by a Sponsor be removed for any reason, whether by such Sponsor or otherwise terms and conditions and in accordance with the Company’s certificate of incorporation procedures herein (including, without limitation, those set forth in Sections 2.1(d) 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(e)). (d) Each Principal Stockholder hereby agrees Any GoldenTree Replacement Nominee will promptly submit to vote, in respect of the Company (i) prior to such GoldenTree Replacement Nominee being appointed to the Board, such Principal Stockholdera fully completed copy of the Company’s shares of Common Stock standard director & officer questionnaire and Equity Securities for any nominee designated other reasonable and customary director onboarding documentation required 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 Company in accordance with Section 2.1(c), each Principal Stockholder hereby agrees to vote, past practice in respect connection with the appointment or election of new Board members and (ii) upon the request of the BoardCompany in connection with an election of directors, its shares of Common Stock or Equity Securities for the removal a written consent of such designee from the Boardproposed nominee to being named as a nominee and to serve as a director if elected. (e) In connection Any GoldenTree Replacement Nominee must meet the following criteria: (i) such person is not a party to any agreement, arrangement or understanding with any person (A) concerning how such person, if elected as a director of the Company, will act or vote on any issue or question or (B) that could limit or interfere with such person’s ability to comply, if elected as a director of the Company, with his or her fiduciary duties under applicable law, (ii) such person has the relevant financial and business experience to be a director of the Company, (iii) such person meets the guidelines and policies with respect to service on the Board as in effect (the “Policies”), provided that such Policies are not inconsistent with the provisions of this Agreement; and (iv) to the extent required resignation of all director nominees, the Company will have completed customary background checks for each such person and such background checks will not have resulted in any director appointed disqualifying information as reasonably determined by a Sponsor pursuant to the Nominating Committee and not inconsistent with the provisions of this Section 2.1Agreement (clauses (i)-(iv), such director may tender his resignation in advance the “Director Criteria”). The Nominating and Governance Committee of the date on which Board (the “Nominating Committee”) shall make its reasonable and good faith determination and recommendation regarding whether such resignation is required pursuant person meets the Director Criteria within five (5) business days after such nominee has been submitted to this Section 2.1 the Company. In the event the Nominating Committee does not in good faith and in the Board reasonable exercise of its fiduciary duties accept a nominee as a result of such person not meeting the Director Criteria, so long as the GoldenTree Funds and their Affiliates satisfy the GoldenTree Threshold Amount, GoldenTree shall have the right to decline designate a substitute person meeting the Director Criteria whose appointment shall be subject to accept the Nominating Committee recommending such resignationperson in accordance with the procedures described above. Promptly after the Nominating Committee has accepted a nominee in accordance with the terms herein, the Board shall take all necessary actions to appoint the GoldenTree Replacement Nominee as a director with a term expiring at the next annual meeting of stockholders at which directors are to be elected. For the avoidance of doubt, nothing in the Director Criteria will make a GoldenTree Replacement Nominee ineligible to serve under the terms of this Agreement as a result of (i) being an employee, officer, director, partner or member of GoldenTree or any affiliate of GoldenTree (including any managed fund) or (ii) receiving compensation, expense reimbursement or indemnification or contribution from GoldenTree or any of its Affiliates in any of the foregoing capacities. (f) For so long as the GoldenTree Funds and their Affiliates satisfy the GoldenTree Threshold Amount, the Board shall, subject to the Board’s good faith exercise of its fiduciary duties, (i) cause the GoldenTree Nominee or GoldenTree Replacement Nominee to be included on a slate of nominees for election to the Board proposed by the Company and/or the Board (or any committee thereof) and (ii) recommend the election of such GoldenTree Nominee or GoldenTree Replacement Nominee to the stockholders of the Company and solicit proxies for the election of such GoldenTree Nominee or GoldenTree Replacement Nominee in the same manner and to the same extent as other nominees to the Board. GoldenTree must provide to the Company, to the same extent as provided with respect to other nominees and within any reasonable specified timing constraints, such information as is required to be disclosed in proxy statements or other Company filings under applicable law or is otherwise necessary for the inclusion of the GoldenTree Nominee or GoldenTree Replacement Nominee on the Board’s slate of nominees for election as directors or for the Company to comply with applicable law. (g) If the GoldenTree Nominee or any GoldenTree Replacement Nominee is not elected to the Board by stockholders after the Company’s compliance with Section 2.1(f), so long as the GoldenTree Funds and their Affiliates satisfy the GoldenTree Threshold Amount, the Board shall take all corporate action necessary to promptly appoint a different GoldenTree Replacement Nominee to the Board for a term expiring at the next annual meeting of stockholders at which directors are to be elected subject to the terms and conditions and in accordance with the procedures herein (including, without limitation, those set forth in Sections 2.1(d) and (e)). (h) Notwithstanding anything to the contrary contained herein, each GoldenTree Nominee and GoldenTree Replacement Nominee that serves as a member of the Board (or committee of the Board) shall have the same rights and benefits, including with respect to insurance, indemnification, exculpation, compensation and fees, as are applicable to all independent directors of the Company (or, in which the case of services as a member of a committee of the Board, as are applicable to the other members of such director committee). (i) If at any time the GoldenTree Funds and their Affiliates cease to satisfy the GoldenTree Threshold Amount, GoldenTree shall continue promptly, and not later than three business days after such event, (i) notify the Company that the GoldenTree Funds and their Affiliates have ceased to serve satisfy the GoldenTree Threshold Amount and (ii) cause the GoldenTree Nominee or any GoldenTree Replacement Nominee then sitting on the Board until to resign from the earlier Board and each committee and subcommittee 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 tenderBoard with immediate effect.

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 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) The Company and the Principal Stockholders shall take all Necessary Action to cause the Board to consist of members designated as follows: (i) Three Two nominees shall be designated by Rice Energy Holdings LLC RSP Permian Holdco, L.L.C. (the “Rice RSP Permian Holdco Directors”); provided, that (A) the number of nominees designated by Rice Energy Holdings LLC RSP Permian Holdco, L.L.C. shall be reduced to two directors one director at such time as Rice Energy Holdings LLC RSP Permian Holdco, L.L.C. and its Affiliates (the “Rice RSP Permian 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 RSP Permian Holdco Director shall tender his resignation to the Board, and (B) Rice Energy Holdings LLC RSP Permian Holdco, L.L.C. shall no longer be entitled to designate a nominee at such time as the Rice RSP Permian Holdco Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the Rice RSP Permian Holdco Directors shall tender their resignations resignation to the Board. At any given time, and provided that the directors are allocated among separate classes, the Rice RSP Permian Holdco Directors shall be in different classes of directors; (ii) Two nominees One nominee shall be designated by NGP Rice Holdings▇▇▇ ▇▇▇▇▇▇▇, LLC Jr. (the “NGP Directors▇▇▇▇▇▇▇ Director”); 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 Jr. 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 Jr. and 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 IPOwith respect to shares held directly by ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Holdings, LLC, the ANR ▇▇▇▇▇▇▇ Entities shall be deemed to Beneficially Own only the number of shares that is proportional to the ▇▇▇▇▇▇▇ Entities’ ownership of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Holdings, LLC; and (iii) One nominee shall be designated by ▇▇▇▇▇▇▇ Family Partnership, LP (the “▇▇▇▇▇▇▇ Director”); provided, that ▇▇▇▇▇▇▇ Family Partnership, LP shall no longer be entitled to designate a nominee at such time as ▇▇▇▇▇▇▇ Family Partnership, LP and its Affiliates (the “▇▇▇▇▇▇▇ Entities”) collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, Alpha Natural Resourcesat which point the ▇▇▇▇▇▇▇ Director shall tender his resignation to the Board; provided, Inc. shall nevertheless be entitled further, however, that with respect 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 eventshares held directly by ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Holdings, LLC, the ANR Director must ▇▇▇▇▇▇▇ Entities shall be either (i) deemed to Beneficially Own only the Chief Executive Officer number 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. shares that is reasonably satisfactory proportional to the Company▇▇▇▇▇▇▇ Entities’ ownership of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ Holdings, LLC. (b) So long as the Rice RSP Permian Holdco Entities collectively Beneficially Own 15% or more of the outstanding shares of Common Stock, the Board shall include at least one Rice RSP Permian Holdco Director on each committee of the Board as designated by Rice Energy Holdings LLC RSP Permian Holdco, L.L.C. (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 its nominee(s) (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. (ai) The Company and the Principal Stockholders shall will take all Necessary Action such that, as of the Closing, the Investor Directors listed in Schedule II (or such persons or replacements as may be approved in accordance with the proviso in Section 2(a)(ii)) shall be appointed to cause the Board to consist of members designated as follows:serve in such classes indicated on Schedule II. (iii) Three nominees Subject to the terms and conditions of this Agreement, from and after the date of the Closing, in connection with each annual or special meeting of stockholders of the Company at which any Investor Director is to be elected, re-elected or replaced (each such annual or special meeting, an “Election Meeting”), the Investor Stockholders collectively shall be designated by Rice Energy Holdings LLC have the right (but not the obligation) to designate for nomination (A) two (2) individuals to the Board during any time that the Investor Stockholders collectively Beneficially Own, and have collectively Beneficially Owned at all times from the date of the Closing through such Election Meeting, at least twenty-five percent (25%) of the then issued and outstanding Purchaser Shares or (B) one (1) individual to the Board during any time that the Investor Stockholders collectively Beneficially Own, and have collectively Beneficially Owned at all times from the date of the Closing through such Election Meeting, at least fifteen percent (15%) of the then issued and outstanding Purchaser Shares (any such nominee under the foregoing clauses (A) and (B), an “Rice Holdco DirectorsInvestor Nominee”); 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”); providedhowever, that (Aother than with respect to the individuals set forth on Schedule II so long as such individuals have delivered updated director questionnaires to the Company and there have been no material changes from the initial questionnaires delivered to the Company) before any Investor Nominee will be included in the number Board’s slate of nominees designated by NGP Rice Holdings, LLC shall be reduced submitted to one director at such time the stockholders for election as NGP Rice Holdings, LLC and its Affiliates (the “NGP Entities”) collectively Beneficially Own less than 15% and greater than or equal to 5% a member of the outstanding shares of Common Stock Board at which point one NGP Holdco Director shall tender the Election Meeting, the Governance Committee must (acting in good faith) consent to his resignation or her nomination, such consent not to be unreasonably withheld. In each case, any individual designated for nomination to the Board, and (B) that NGP Rice Holdings, LLC shall no longer be entitled to designate a nominee at such time as Board by 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 Investor Stockholders (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 (must qualify 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 “independent” under the rules of any national securities exchange on which the Common Stock may Purchaser Shares are listed (but, for clarity, is not required to be listed “independent” in accordance with the rules and regulations of the SEC as the same apply to audit committee members) and (y) shall not be a Representative of any Company Competitor or tradedits Affiliates (collectively, (x) and (y) the “Designee Qualifications”). (ciii) So long as In advance of each Election Meeting, the Investor Stockholders shall give written notice (the “Initial Notice”) to the Governance Committee of any Investor Nominees no later than the date that is ninety (90) days before the first anniversary of the date that the Company’s annual proxy for the prior year was first mailed to the Company’s stockholders, which Initial Notice shall include all information regarding any Investor Nominee that is required by applicable law, the Company Organizational Documents, the rules and regulations of the SEC and the listing standards of any national securities exchange on which the Purchaser Shares are listed. For a Sponsor is entitled to designate a nominee pursuant to Section 2.1(aperiod of thirty (30) days following the Governance Committee’s receipt of the Initial Notice (the “Initial Review Period”), the Sponsor Investor Stockholders shall (A) provide, or cause each Investor Nominee to provide, such information about the Investor Nominee as reasonably requested by the Governance Committee and (B) cause each Investor Nominee to be available for interviews and discussions with the Governance Committee as reasonably requested by the Governance Committee. (iv) If the Governance Committee consents to the nomination of an Investor Nominee by the end of the Initial Review Period, the Company shall take Necessary Action to ensure that: (A) such Investor Nominee is included in the Board’s slate of nominees to the stockholders of the Company for each Election Meeting; and (B) such Investor Nominee is included in the proxy statement prepared by the Company in connection with soliciting proxies for the Election Meeting, and at every adjournment or postponement thereof, and on every action or approval by written resolution of the stockholders of the Company or the Board with respect to the election of members of the Board in lieu of an Election Meeting. The Company shall use its reasonable best efforts to cause the election of such individual to the Board; provided, that, the Company shall not be required, pursuant to this sentence, to use any greater standard of efforts than the Company utilizes with respect to the election of its director nominees other than the Investor Nominees. (v) If the Governance Committee (acting in good faith) does not provide its consent to the nomination of an Investor Nominee, then the Investor Stockholders shall have the right to remove such nominee designate an alternative person to be nominated for election by the Board (with or without cause), from time to time and at any time, from the Board, exercisable upon “Alternate Nominee”) by giving written notice to the Company. Should a director designated Company within fifteen (15) days after the expiration of the Initial Review Period, which notice shall include all information regarding the Alternate Nominee that is required 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 timeapplicable law, the Sponsor shall be entitled to designate an individual to fill Company Organizational Documents, the vacancy created by such removal so long as rules and regulations of the Sponsor is entitled to designate SEC and the listing standards of any national securities exchange on which the Purchaser Shares are listed. For a nominee pursuant to Section 2.1(aperiod of fifteen (15) on days from the date of receipt of the Investor Stockholders’ written notice proposing the Alternate Nominee (the “Second Review Period”), the Investor Stockholders will (A) provide such replacement designation; provided, that additional information about the ANR Director must meet Alternate Nominee as reasonably requested by the requirements of Section 2.1(a)(iii)Governance Committee and (B) cause the Alternate Nominee to be available for interviews and discussions with the Governance Committee. (dvi) Each Principal Stockholder hereby agrees If the Governance Committee consents to vote, in respect the nomination of an Alternate Nominee by the end of the Second Review Period, the Company shall take Necessary Action to ensure that: (A) such Alternate Nominee is included in the Board’s slate of nominees to the stockholders of the Company for each Election Meeting; and (B) such Alternate Nominee is included in the proxy statement prepared by the Company in connection with soliciting proxies for the Election Meeting, such Principal Stockholder’s shares and at every adjournment or postponement thereof, and on every action or approval by written resolution of Common Stock and Equity Securities for any nominee designated by a Sponsor so long as the Sponsor is entitled stockholders of the Company or the Board with respect to designate such nominee pursuant to Section 2.1(a). In the event that a Sponsor wishes to remove its designee to election of members of the Board in accordance with Section 2.1(c), each Principal Stockholder hereby agrees lieu of an Election Meeting. If the Governance Committee (acting in good faith) does not provide its consent to vote, in respect the Alternative Nominee within fifteen (15) days of the Boardend of the Second Review Period, its shares of Common Stock or Equity Securities then the process for the removal Alternative Nominee contemplated by this Section 2(a)(vi) shall be repeated (mutantis mutandis) until a designee of such designee from the BoardInvestor Stockholders is appointed as the Investor Director. (evii) In connection The Company shall cooperate in good faith with the required resignation of any director appointed by a Sponsor pursuant Investor Stockholders to this Section 2.1identify and pre-clear Investor Nominees and Alternate Nominees, such director as the case may tender his resignation be, in advance of deadlines contained herein and take such other actions as reasonably requested by the date on which such resignation is Investor Stockholders to assist the Investor Stockholders in submitting Investor Nominees or Alternate Nominees, as the case may be, who may obtain the requisite consent required pursuant to this Section 2.1 and by 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 tenderGovernance Committee.

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 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 The Shareholder Representative shall have the right to designate individuals for nomination for election to the Board, and the Company shall cause such individuals to be designated by Rice Energy Holdings LLC (nominated for election to the “Rice Holdco Directors”); provided, that Board as follows: (A) for so long as the number of nominees designated by Rice Energy Holdings LLC shall be reduced Founders continue to two directors hold in the aggregate 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 5least 17% of the outstanding shares of Common Stock, at which point one Rice Holdco Director the Shareholder Representative shall tender his resignation to the Board, and (B) Rice Energy Holdings LLC shall no longer be entitled to designate a nominee two persons for nomination for election to the Board; (B) at such time as the Rice Holdco Entities collectively Beneficially Own Founders hold in the aggregate less than 5% of the outstanding shares of Common Stock17%, 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 but 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 Board10%, 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 Shareholder Representative shall be entitled to designate an individual one person for nomination for election to fill the vacancy created by Board and (C) at such removal so long time as the Sponsor Holders hold in the aggregate 10% or less of the outstanding shares of Common Stock, neither the Shareholder Representative nor any Holder shall have any further right to designate any person for nomination or election to the Board; provided that if the Holders collectively sell more than 5,000,000 shares of Common Stock pursuant to the Initial Offering, then the 17% referred to in this provision shall be reduced to a percentage equal to the percentage of the outstanding shares of Common Stock held in the aggregate by the Founders upon the closing of the sale of shares of Common Stock by the Holders pursuant to the Initial Offering minus 0.5%. Persons designated by the Shareholder Representative in accordance with the foregoing sentence shall be referred to as the “Holder Designees.” The remaining members of the Board shall be nominated by the Nominating Committee in accordance with the Governing Documents of the Company and shall be referred to as the “Other Directors”. (ii) At each meeting of the stockholders of the Company held after the Closing Date at which directors of the Company are to be elected, the Company shall nominate for election, and recommend that the stockholders elect, to the Board each Holder Designee that the Shareholder Representative is entitled to designate a nominee pursuant to for nomination and election at that time, in accordance with the provisions of Section 2.1(a) on the date of such replacement designation2.1(b)(i); provided, however, that notwithstanding anything to the contrary in this Agreement, the Company (and its Board) shall be under no obligation to recommend to the stockholders or vote in favor of a Holder Designee to the extent that (A) the Board (or the Nominating Committee) determines in good faith that the ANR Director must meet nomination or recommendation of such nominee by the requirements Board would reasonably be expected to violate the Board’s duties under Applicable Law because (I) such nominee is unfit to serve as a director of Section 2.1(a)(iiithe Company or (II) service by such nominee as a director would reasonably be expected to violate Applicable Law; or (B) in the good faith judgment of the Board (or the Nominating Committee). (d) Each Principal Stockholder hereby agrees to vote, in respect light of the Company’s then applicable eligibility criteria for nominees to the Board, such Principal StockholderHolder Designee lacks suitable professional qualifications or an appropriate level of experience for service as a member of a board of directors of a publicly traded company of the size and stature of the Company or otherwise does not meet such eligibility criteria in any material respect. It is understood that the Board has determined that the Founders are eligible to serve as Holder Designees as of the date of this Agreement through the date of the Company’s shares 2013 annual meeting 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). stockholders. (iii) In the event that a Sponsor wishes the Shareholder Representative loses the right to remove its designee designate to the Board one or more designees provided for in Section 2.1(b)(i), no director designated by the Shareholder Representative pursuant to Section 2.1(a)(i) then in office shall be required to resign from the Board prior to the second anniversary of the Closing Date as a result of the loss of such right; provided, however, that, from and after the second anniversary of the Closing Date, one or both Holder Designees, as applicable, shall resign, if requested by the Nominating Committee, no later than 60 days after the Shareholder Representative loses the right to designate such designee(s) to the Board; provided that if the Shareholder Representative only loses the right to one designee, he shall select the Holder Designee to resign. The Board seat formerly occupied by any such designee shall become a seat for a director to be selected solely by the Nominating Committee or the Board. At its option, the Board may fill the vacancy in accordance with Section 2.1(c)the Governing Documents or, each Principal Stockholder hereby agrees subject to vote, in respect the terms of the BoardGoverning Documents and Applicable Law, may reduce its shares size by the number of Common Stock or Equity Securities for the removal vacated board seats. Each Holder Designee shall agree to this resignation requirement in advance of such designee from appointment to the Board. (eiv) In connection with As long as the required resignation of Shareholder Representative has 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 designate one or more persons for nomination for election to accept such resignationthe Board, as specified in Section 2.1(b)(i), at any time at which case such director a vacancy shall continue to serve be created on the Board until as a result of the earlier of his subsequent death, disability, retirement, resignation, death removal or removal. Notwithstanding otherwise of such designee, the foregoingShareholder Representative shall be entitled to designate for appointment by the remaining directors of the Company under the Governing Documents an individual to fill such vacancy and to serve as a director on the Board; provided, any director appointed by that such designee shall be subject to satisfying the qualification standards set forth in Section 2.1(b)(ii) to the same extent as a Sponsor may elect nominee for election to have his resignation be effective immediately upon tenderthe Board.

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.