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 include members as follows: (i) If the Principal Stockholders and their respective Affiliates collectively Beneficially Own at least 50% of the outstanding shares of Common Stock, up to three nominees designated by WildHorse Holdings and up to three nominees designated by Esquisto Holdings (each, an “Appointing Principal Stockholder” and collectively, the “Appointing 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% but at least 5% of the outstanding shares of Common Stock, one nominee designated by WildHorse Holdings and one designated by Esquisto Holdings. If the Principal Stockholders and their respective Affiliates collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, the Appointing Principal Stockholders shall not be entitled to designate a nominee. For the avoidance of doubt, the rights granted to the Appointing 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 time the members of the Board are allocated among separate classes of directors, (i) the directors designated by the Principal Stockholders pursuant to this Section 2.1 (the “Principal Stockholder Directors”) shall be in different classes of directors to the extent practicable and (ii) the Appointing Principal Stockholders (acting by mutual agreement) shall be permitted to designate the class or classes to which each Principal Stockholder Director shall be allocated. (c) So long as the 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 to include at least one Principal Stockholder Director on each committee of the Board as designated by 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). (d) So long as an Appointing Principal Stockholder is entitled to designate one or more nominees pursuant to Section 2.1(a), such Appointing Principal Stockholder shall have the right to remove 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, 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 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 vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by 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 Appointing Principal Stockholder entitled to appoint such Principal Stockholder Director shall be entitled to designate an individual to fill the vacancy so long as the 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 pursuant to Section 2.1(a) on the date of such replacement designation; provided that the consent of both Appointing Principal Stockholders shall be required to designate the individual to fill any vacancy resulting from the death, disability, resignation or removal of the Principal Stockholder Director appointed by the mutual agreement of the Appointing Principal Stockholders pursuant to 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.

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 include members designated as follows: (i) If With respect to director nominees designated by MRD Holdco (“MRD Holdco Directors”) after the Principal Stockholders and their respective Affiliates collectively Beneficially Own at least 50% MRD Funds Group no longer owns a majority of the outstanding shares of Common Stock, up to three nominees designated by WildHorse Holdings and up to three nominees designated by Esquisto Holdings (each, an “Appointing Principal Stockholder” and collectively, A) if the “Appointing Principal Stockholders”); (ii) If the Principal Stockholders and their respective Affiliates collectively MRD Funds Group Beneficially Own less than 50% but Owns at least 35% of the outstanding shares of Common Stock, two three nominees shall be designated by WildHorse Holdings and two nominees designated by Esquisto Holdings; MRD Holdco, (iiiB) If if the Principal Stockholders and their respective Affiliates collectively MRD Funds Group Beneficially Own Owns less than 35% but at least 15% of the outstanding shares of Common Stock, one nominee two nominees shall be designated by WildHorse HoldingsMRD Holdco, one nominee designated by Esquisto Holdings and one nominee designated by a mutual agreement between (C) if the Appointing Principal Stockholders; and (iv) If the Principal Stockholders and their respective Affiliates collectively MRD Funds Group Beneficially Own Owns less than 15% but at least 5% of the outstanding shares of Common Stock, one nominee shall be designated by WildHorse Holdings MRD Holdco, and one designated by Esquisto Holdings. If (D) if the Principal Stockholders and their respective Affiliates collectively MRD Funds Group Beneficially Own Owns less than 5% of the outstanding shares of Common Stock, the Appointing Principal Stockholders MRD Holdco shall not be entitled to designate a nominee. For the avoidance of doubtIf, at any given time, directors are allocated among separate classes, the rights granted to MRD Holdco Directors shall be in different classes. (b) So long as the Appointing Principal Stockholders to designate members MRD Funds Group collectively Beneficially Owns 15% or more of the outstanding shares of Common Stock, the Board shall include at least one MRD Holdco Director on each committee of the Board are additive to, and not intended as designated by MRD Holdco (subject to limit in any way, independence requirement imposed by law or by the rights that rules of any national securities exchange on which the Principal Stockholders Common Stock may be listed 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. traded). (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 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, (Bdirectors the persons designated pursuant to Section 2.2(a) nominating and recommending to nominate and recommend each such individual to be elected as a director as provided herein, and (C) soliciting to solicit proxies or consents in favor thereof. The Company is entitled to identify such individual as a WildHorse Holdings MRD Holdco Director or Esquisto Holdings Director, as applicable, pursuant to this Agreement. (b) At any time the members of the Board are allocated among separate classes of directors, (i) the directors designated by the Principal Stockholders pursuant to this Section 2.1 (the “Principal Stockholder Directors”) shall be in different classes of directors to the extent practicable and (ii) the Appointing Principal Stockholders (acting by mutual agreement) shall be permitted to designate the class or classes to which each Principal Stockholder Director shall be allocated. (c) So long as the 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 to include at least one Principal Stockholder Director on each committee of the Board as designated by 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). (d) So long as an Appointing Principal Stockholder is entitled to designate one or more nominees pursuant to Section 2.1(a), such Appointing Principal Stockholder shall have the right to remove 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, 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 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 vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by 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 Appointing Principal Stockholder entitled to appoint such Principal Stockholder Director shall be entitled to designate an individual to fill the vacancy so long as the 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 pursuant to Section 2.1(a) on the date of such replacement designation; provided that the consent of both Appointing Principal Stockholders shall be required to designate the individual to fill any vacancy resulting from the death, disability, resignation or removal of the Principal Stockholder Director appointed by the mutual agreement of the Appointing Principal Stockholders pursuant to 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.

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 include members as followsbe elected the following individuals: (i) If the Principal Stockholders if Kimmeridge and their respective its Affiliates collectively Beneficially Own at least 50% of the outstanding shares of Common Stock, up to three nominees designated by WildHorse Holdings and up to three nominees designated by Esquisto Holdings (each, an “Appointing Principal Stockholder” and collectively, the “Appointing Principal Stockholders”); (ii) If the Principal Stockholders and their respective Affiliates collectively Beneficially Own less than 50% but at least 3520% of the outstanding shares of Common Stock, two nominees designated by WildHorse Holdings and two nominees designated by Esquisto HoldingsKimmeridge; (iiiii) If the Principal Stockholders if Kimmeridge and their respective its Affiliates collectively Beneficially Own less than 3520% but at least 1510% 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; andKimmeridge; (iviii) If the Principal Stockholders if Rock Ridge and their respective its Affiliates collectively Beneficially Own less than 15% but at least 510% of the outstanding shares of Common Stock, one nominee designated by WildHorse Holdings and one designated by Esquisto Holdings. If Rock Ridge (the Principal “Rock Ridge Director”); and (iv) if the Source Stockholders and their respective Affiliates collectively Beneficially Own less than 5at least 10% of the outstanding shares of Common Stock, one nominee designated by the Appointing Source Stockholders (the “Source Director”). If the applicable Principal Stockholders Stockholder and its Affiliates collectively Beneficially Own less than the applicable percentage of the outstanding shares of Common Stock set forth in this Section 2.1(a), such Principal Stockholder shall not be entitled to designate a nominee. For the avoidance of doubt, the rights granted to the Appointing Principal Stockholders to designate members of the Board 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 (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 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 Kimmeridge Director (as defined below), a Rock Ridge Director or Esquisto Holdings a Source Director, as applicable, pursuant to this Agreement. (b) At any time the members of the Board are allocated among separate classes of directors, (i) the directors designated by the Principal Stockholders pursuant to this Section 2.1 Kimmeridge (the “Principal Stockholder Kimmeridge Directors”) ), if there is more than one Kimmeridge Director at such time, shall be in different classes of directors to the extent practicable and (ii) the Appointing Principal Stockholders (acting by mutual agreement) Kimmeridge shall be permitted to designate the class or classes to which each Principal Stockholder Kimmeridge Director shall be allocated. (c) So long as the 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 to include at least one Principal Stockholder Director on each committee of the Board as designated by 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). (d) So long as an Appointing a Principal Stockholder is entitled to designate one or more nominees pursuant to Section 2.1(a), such Appointing Principal Stockholder shall have the right to remove 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, and the Company 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 such removal; provided that the agreement of both Appointing Principal Stockholders shall be required to remove a Principal Stockholder Director appointed by the mutual agreement of the Appointing Principal Stockholders pursuant to Section 2.1(a)(ii). (ed) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by the Appointing a Principal Stockholders 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 Appointing Principal Stockholder entitled to appoint such Principal Stockholder Director shall be entitled to designate an individual to fill the vacancy so long as the total number of persons 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 Persons that such Appointing Principal Stockholder is entitled to designate pursuant to Section 2.1(a) on the date of such replacement designation; provided that the consent of both Appointing Principal Stockholders shall be required to designate the individual to fill any vacancy resulting from the death, disability, resignation or removal of the Principal Stockholder Director appointed by the mutual agreement of the Appointing Principal Stockholders pursuant to Section 2.1(a)(ii). 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 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 and is not intended to constitute a voting agreement between Principal Stockholders, nor is such provision intended to create a “group” under Section 13(d) of the Securities Exchange Act of 1934, as amended.

Designees. (a) The Company and the Principal Stockholders shall take all Necessary Action to cause the Board to include members as follows:Bxxxxxx Designees. (i) If For so long as the Principal Stockholders and their respective any Affiliates of the Principal Stockholders collectively Beneficially Own at least greater than 50% of the outstanding shares of Common Stock, up the Bxxxxxx Representative shall have the right, but not the obligation, to three nominees designated 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 WildHorse Holdings and up to three nominees designated the Board for election by Esquisto Holdings (each, an “Appointing Principal Stockholder” and collectively, the “Appointing Principal Stockholders”);stockholders of the Company. (ii) If After the Principal Stockholders and their respective any Affiliates of the Principal Stockholders collectively no longer Beneficially Own greater than 50% of the outstanding shares of Common Stock, the Bxxxxxx 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 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; (iiiB) If three (3) directors, so long as the Principal Stockholders and their respective any Affiliates of the Principal Stockholders collectively Beneficially Own less at least 25% but no greater 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; (ivC) If two (2) directors, so long as the Principal Stockholders and their respective any Affiliates of the Principal Stockholders collectively Beneficially Own less than 15at least 10% but at least 5no greater than 25% of the outstanding shares of Common Stock; and (D) one (1) director, one nominee designated by WildHorse Holdings so long as the Principal Stockholders and one designated by Esquisto Holdingsany 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 their respective any Affiliates of the Principal Stockholders collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, the Appointing Principal Stockholders Bxxxxxx Representative shall not be have any right pursuant to this Agreement to designate any individuals to the Board. (iii) Notwithstanding anything in Section 2.1(a)(ii) to the contrary, if the authorized size of the Board is increased or decreased at any time to constitute other than nine (9) directors, the number of directors that the Bxxxxxx Representative is entitled to designate a nominee. For the avoidance of doubt, the rights granted to the Appointing Principal Stockholders Board pursuant to designate members of Section 2.1(a)(ii) shall be proportionately increased or decreased, respectively, rounded to the Board are additive to, and not intended to limit in any way, nearest whole number. In the rights event that the Principal Stockholders or any of their respective Affiliates may have to nominate, elect or remove directors under the Company’s certificate Certificate of incorporationIncorporation provides for a classified Board, bylaws or then proper provision shall be made such that the Delaware General Corporation Law. individuals designated to the Board by the Bxxxxxx Representative are distributed as evenly as possible among the classes of directors. (iv) The Company agrees, to the fullest extent permitted by applicable law (including with respect law, to any applicable fiduciary duties under Delaware law), that taking take all necessary corporate action Necessary Action to effectuate the above, and not to take any action that would be reasonably expected to result in any of the above shall include not becoming effectuated, including by: (A) including the persons designated pursuant to this Section 2.1(a) 2.1 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; (D) filling vacancies of the Board with individuals designated by the Bxxxxxx Representative; (E) if necessary, expanding the size of the Board and filling any resulting vacancies with individuals designated by the Bxxxxxx Representative; and (F) causing any director resignation or similar policy of the Company to not be applicable to the Bxxxxxx Directors. The Company is entitled to identify each such individual nominated pursuant to this Section 2.1(a) as a WildHorse Holdings Bxxxxxx Director or Esquisto Holdings Director, as applicable, pursuant to this Agreement. In order to facilitate the Company’s performance of its obligations under this Section 2.1(a)(iv), the Bxxxxxx Representative agrees to provide to the Company, as reasonably requested by the Company, such information about any applicable designees of the Bxxxxxx Representative to ensure compliance with the Exchange Act, and other applicable securities laws and to enable the Board to make any determinations as to whether such designee is independent under the Exchange Act or other applicable securities laws or under the rules of the principal exchange on which the Common Stock is then listed. (b) At In the event that the Bxxxxxx 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 Bxxxxxx Representative shall have the right, at any time time, to designate such additional individuals to which it is entitled, in which case the members Company and the directors shall take all Necessary Action, to the fullest extent permitted by applicable law, to (i) enable the Bxxxxxx Representative to designate and effect the election or appointment of such additional individuals, whether by increasing the size of the Board are allocated among separate classes of directorsor otherwise, (i) the directors designated by the Principal Stockholders pursuant to this Section 2.1 (the “Principal Stockholder Directors”) shall be in different classes of directors to the extent practicable and (ii) designate each such additional individual nominated by the Appointing Principal Stockholders (acting by mutual agreement) shall be permitted Bxxxxxx Representative to designate the class fill such newly-created vacancies or classes to which each Principal Stockholder Director shall be allocatedfill any other existing vacancies. (c) So long as the 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 to include at least one Principal Stockholder Director on each committee of the Board as designated by 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). (d) So long as an Appointing Principal Stockholder Bxxxxxx Representative is entitled to designate one or more nominees pursuant to Section 2.1(a), such Appointing Principal Stockholder the Bxxxxxx Representative shall have the right to remove request the removal of any Principal Stockholder Bxxxxxx Director (with or without cause) appointed designated by such Principal Stockholderit, from time to time and at any time, from the Board, exercisable upon written notice to the Company, and the Company and the Principal Stockholders shall, and the Principal Stockholders shall cause any of their Affiliates to, take all Necessary Action to cause such removal; provided that the agreement of both Appointing Principal Stockholders shall be required to remove a Principal Stockholder Director appointed by the mutual agreement of the Appointing Principal Stockholders pursuant to Section 2.1(a)(ii). (ed) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by 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 Appointing Principal Stockholder entitled to appoint such Principal Stockholder Director shall be entitled to designate an individual to fill the vacancy For so long as the 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 Bxxxxxx Representative is entitled to designate any members of the Board pursuant to Section 2.1(a) on ), the date of such replacement designation; provided that the consent of both Appointing Principal Stockholders shall be required to designate the individual to fill any vacancy resulting from the death, disability, resignation or removal of the Principal Stockholder Director appointed by the mutual agreement of the Appointing Principal Stockholders pursuant to 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 each of the BoardAudit Committee, Compensation Committee and the Nominating and Governance Committee of the Board to include in its membership at least one Bxxxxxx Director, except to the extent that such membership would violate applicable securities laws or stock exchange or stock market rules. (e) 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 Common Stock is admitted for trading.

Designees. (a) The Company and the Principal Stockholders shall take all Necessary Action to cause the Board to include consist of members designated as follows: (i) If Three nominees shall be designated by Rice Energy Holdings LLC (the Principal Stockholders and their respective Affiliates collectively Beneficially Own at least 50% “Rice Holdco Directors”); provided, that (A) the number of the outstanding shares of Common Stock, up to three nominees designated by WildHorse Rice Energy Holdings LLC shall be reduced to two directors at such time as Rice Energy Holdings LLC and up to three nominees designated by Esquisto Holdings its Affiliates (each, an “Appointing Principal Stockholder” and collectively, the “Appointing Principal StockholdersRice Holdco Entities”); (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% but at least 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 designated by WildHorse Holdings and one designated by Esquisto Holdings. If at such time as the Principal Stockholders and their respective Affiliates Rice Holdco Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which point the Appointing Principal Stockholders Rice Holdco Directors shall not be entitled to designate a nominee. For the avoidance of doubt, the rights granted tender their resignations to the Appointing Principal Stockholders to designate members of the Board are additive toBoard. At any given time, and not intended to limit in any way, the rights provided 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 time the members of the Board are allocated among separate classes of directorsclasses, (i) the directors designated by the Principal Stockholders pursuant to this Section 2.1 (the “Principal Stockholder Directors”) Rice Holdco Directors shall be in different classes of directors to the extent practicable and directors; (ii) the Appointing Principal Stockholders (acting by mutual agreement) Two nominees shall be permitted 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 class or classes to NGP Entities collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, at which each Principal Stockholder point the NGP Director shall tender his resignation to the Board; and (iii) One nominee shall be allocateddesignated 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 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. (cb) So long as the Principal Stockholders and their respective Affiliates Rice Holdco Entities 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 to shall include at least one Principal Stockholder Rice Holdco Director on each committee of the Board as designated by the Appointing Principal Stockholders Rice Energy Holdings LLC (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). (dc) So long as an Appointing Principal Stockholder a Sponsor is entitled to designate one or more nominees a nominee pursuant to Section 2.1(a), such Appointing Principal Stockholder the Sponsor shall have the right to remove any Principal Stockholder Director such nominee (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 a director designated by a Sponsor be removed for any reason, 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 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 vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by the Appointing Principal Stockholders 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) of a Principal Stockholder Director, the Appointing Principal Stockholder entitled to appoint such Principal Stockholder Director Sponsor shall be entitled to designate an individual to fill the vacancy created by such removal so long as the 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 Sponsor is entitled to designate a nominee pursuant to Section 2.1(a) on the date of such replacement designation; provided provided, that the consent ANR Director must meet the requirements of both Appointing Section 2.1(a)(iii). (d) Each Principal Stockholders shall be required 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 the individual to fill any vacancy resulting from the death, disability, resignation or removal of the Principal Stockholder Director appointed by the mutual agreement of the Appointing Principal Stockholders such nominee pursuant to Section 2.1(a)(ii2.1(a). The Company and In the Principal Stockholders shall take all Necessary Action event that a Sponsor wishes to cause such replacement remove its designee to become a member the Board in accordance with Section 2.1(c), each Principal Stockholder hereby agrees to vote, in respect of the Board, its shares of Common Stock or Equity Securities for the removal of such designee from the Board. (e) In connection with the required resignation of any director appointed by a Sponsor pursuant to this Section 2.1, such director may tender his resignation in advance of the date on which such resignation is required pursuant to this Section 2.1 and the Board shall have the right to decline to accept such resignation, in which case such director shall continue to serve on the Board until the earlier of his subsequent resignation, death or removal. Notwithstanding the foregoing, any director appointed by a Sponsor may elect to have his resignation be effective immediately upon tender.

Designees. (a) The Company and the Principal Stockholders shall take all Necessary Action necessary corporate action, to the fullest extent permitted by applicable law (including with respect to any applicable fiduciary duties under Delaware law), to cause the Board to include members as follows: (i) If the Principal Stockholders and their respective Affiliates collectively Beneficially Own at least 50% of the outstanding shares of Common Stock, up to three nominees designated by WildHorse Holdings and up to three nominees designated by Esquisto Holdings (each, an “Appointing Principal Stockholder” and collectively, the “Appointing 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 three nominees designated by WildHorse Holdings and two nominees designated by Esquisto HoldingsCentennial HoldCo; (iiiii) 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 two nominees designated by WildHorse Holdings, one nominee designated by Esquisto Holdings and one nominee designated by a mutual agreement between the Appointing Principal StockholdersCentennial HoldCo; and (iviii) If the Principal Stockholders and their respective Affiliates collectively Beneficially Own less than 15% but at least 5% of the outstanding shares of Common Stock, one nominee designated by WildHorse Holdings and one designated by Esquisto HoldingsCentennial HoldCo. If the Principal Stockholders and their respective Affiliates collectively Beneficially Own less than 5% of the outstanding shares of Common Stock, the Appointing Principal Stockholders Centennial HoldCo shall not be entitled to designate a nominee. For the avoidance of doubt, the rights granted to the Appointing 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(a2.2(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 WildHorse Holdings Centennial HoldCo Director or Esquisto Holdings Director, as applicable, pursuant to this Agreement. (b) At any given time the members of the Board are allocated among separate classes of directorsclasses, (i) the directors designated by the Principal Stockholders pursuant to this Section 2.1 Centennial HoldCo (the “Principal Stockholder Centennial HoldCo Directors”) shall be in different classes of directors to the extent practicable and (ii) the Appointing Principal Stockholders (acting by mutual agreement) shall be permitted to designate the class or classes to which each Principal Stockholder Director shall be allocateddirectors. (c) So long as the 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 Centennial HoldCo will have the right to cause the Board to include at least one Principal Stockholder Centennial HoldCo Director on each committee of the Board as designated by the Appointing Principal Stockholders 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). (d) So long as an Appointing Principal Stockholder Centennial HoldCo is entitled to designate one or more nominees pursuant to Section 2.1(a2.2(a), such Appointing Principal Stockholder Centennial HoldCo shall have the right to remove any Principal Stockholder a Centennial HoldCo 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, and the Company 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 such removal; provided that the agreement of both Appointing Principal Stockholders shall be required to remove a 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 vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by the Appointing Principal Stockholders 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 Principal Stockholder Centennial HoldCo Director, the Appointing Principal Stockholder entitled to appoint such Principal Stockholder Director Centennial HoldCo shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as designees of such Appointing Principal Stockholder immediately Centennial HoldCo following the filling of such vacancy will not exceed the total number of persons such Appointing Principal Stockholder Centennial HoldCo is entitled to designate pursuant to Section 2.1(a2.2(a) on the date of such replacement designation; provided that the consent of both Appointing Principal Stockholders shall be required to designate the individual to fill any vacancy resulting from the death, disability, resignation or removal of the Principal Stockholder Director appointed by the mutual agreement of the Appointing Principal Stockholders pursuant to Section 2.1(a)(ii). 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 such replacement designee to become a member of the Board. (f) In the event that the number of members of the Board Centennial HoldCo has the right to designate pursuant to Section 2.2(a) shall be less than the current number of sitting Centennial HoldCo Directors, any such excess sitting Centennial HoldCo Director shall tender his or her resignation to the Board within 90 days thereafter.

Designees. (a) The Company and the Principal Stockholders parties hereto shall take all Necessary Action to cause the Board to include members as follows: (i) If During any time that the Principal Stockholders and their respective Affiliates collectively EnCap Group Beneficially Own Owns at least 50% of the outstanding shares Shares, a majority the directors of Common Stock, up to three nominees designated by WildHorse Holdings and up to three nominees designated by Esquisto Holdings (each, an “Appointing Principal Stockholder” and collectively, the “Appointing Principal Stockholders”)Board shall be EnCap Directors; (ii) If During any time that the Principal Stockholders and their respective Affiliates collectively EnCap Group Beneficially Own Owns less than 50% but at least 35% of the outstanding shares Shares, four of Common Stock, two nominees designated by WildHorse Holdings and two nominees designated by Esquisto Holdingsthe directors of the Board shall be EnCap Directors; (iii) If During any time that the Principal Stockholders and their respective Affiliates collectively EnCap Group Beneficially Own Owns less than 35% but at least 1520% of the outstanding shares Shares, three 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; anddirectors of the Board shall be EnCap Directors; (iv) If During any time that the Principal Stockholders and their respective Affiliates collectively EnCap Group Beneficially Own Owns less than 1520% 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 of Common StockShares, one nominee designated by WildHorse Holdings and one designated by Esquisto Holdings. If of the Principal Stockholders and their respective Affiliates collectively directors of the Board shall be an EnCap Director; and (vi) During any time that the EnCap Group Beneficially Own Owns less than 5% of the outstanding shares of Common StockShares, the Appointing Principal Stockholders EnCap Funds shall not be entitled to designate a nominee. nominee under this Agreement. (b) For the avoidance of doubt, the rights granted to the Appointing Principal Stockholders 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 Principal Stockholders or any of their respective Affiliates EnCap Group may have to nominate, elect or remove directors under the Company’s certificate of incorporation, bylaws Operating Agreement or the Delaware General Corporation Law. 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 corporate action Necessary Action to effectuate the above shall include (A) including the persons designated pursuant to this Section 2.1(a) 2.1 in the slate of nominees recommended by the Board for election at any meeting of stockholders shareholders called for the purpose of electing directors, (B) nominating and recommending each such individual to be elected as a director as provided herein, herein and (C) soliciting proxies or consents in favor thereof. The Company is entitled to identify such individual individual(s) as a WildHorse Holdings an EnCap Director or Esquisto Holdings Director, as applicable, pursuant to this Agreement. (bd) 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 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 (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 time the members of the Board are allocated among separate classes of directors, (i) the directors designated by the Principal Stockholders pursuant to this Section 2.1 (the “Principal Stockholder Directors”) EnCap Directors shall be in different classes of directors to the extent practicable and (ii) the Appointing Principal Stockholders (acting by mutual agreement) EnCap Funds shall be permitted to designate the class or classes to which each Principal Stockholder EnCap Director shall be allocated. (cf) So long as the 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 to include at least one Principal Stockholder Director on each committee of the Board as designated by 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). (d) So long as an Appointing Principal Stockholder is entitled to designate one or more nominees pursuant to Section 2.1(a), such Appointing Principal Stockholder The EnCap Funds shall have the right to remove any Principal Stockholder EnCap 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, and the Company shall take all Necessary Action to cause such removal; provided , 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 the agreement of both Appointing Principal Stockholders such membership would violate applicable securities laws or stock exchange or stock market rules. (h) Nothing in this Section 2.1 shall be required deemed to remove a Principal Stockholder Director appointed by 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 mutual agreement of the Appointing Principal Stockholders pursuant Class A Shares are admitted to Section 2.1(a)(ii)trading. (ei) In the event that a vacancy is created on the Board at any time by the death, disability, resignation or removal (whether by the Appointing Principal Stockholders 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 a Principal Stockholder an EnCap Director, the Appointing Principal Stockholder entitled to appoint such Principal Stockholder Director EnCap Funds shall be entitled to designate an individual to fill the vacancy so long as the total number of persons that will serve on the Board as designees of such Appointing Principal Stockholder EnCap Directors immediately following the filling of such vacancy will not exceed the total number of persons such Appointing Principal Stockholder is that the EnCap Funds are entitled to designate pursuant to this Section 2.1(a) 2.1 on the date of such replacement designation; provided that the consent of both Appointing Principal Stockholders shall be required to designate the individual to fill any vacancy resulting from the death, disability, resignation or removal of the Principal Stockholder Director appointed by the mutual agreement of the Appointing Principal Stockholders pursuant to Section 2.1(a)(ii). The Company and the Principal Stockholders parties hereto shall take all Necessary Action to cause such replacement designee EnCap Director to become a member of the Board. (j) In the event the size of the Board is increased to more than 12 directors, the number of EnCap Directors permitted to be included on the Board pursuant to Section 2.1(a)(ii) through (v) following such increase shall be increased by one additional EnCap Director.