Rice Energy Inc. Sample Contracts

RICE ENERGY INC. REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 26th, 2015 • Rice Energy Inc. • Crude petroleum & natural gas • New York

Rice Energy Inc., a Delaware corporation (the “Issuer”), proposes to issue and sell to Wells Fargo Securities, LLC, Barclays Capital Inc., Goldman, Sachs & Co., RBC Capital Markets, LLC, Citigroup Global Markets Inc., BMO Capital Markets Corp., Comerica Securities, Inc., Capital One Securities Inc., SunTrust Robinson Humphrey Inc. and Fifth Third Securities, Inc. (collectively, the “Initial Purchasers”), upon the terms set forth in a purchase agreement dated March 23, 2015 (the “Purchase Agreement”), $400,000,000 aggregate principal amount of its 7.25% Senior Notes due 2023 (the “Initial Securities”) to be unconditionally guaranteed (the “Guarantees”) by certain of the Issuer’s subsidiaries who are signatories hereto as guarantors (collectively, the “Guarantors” and together with the Issuer, the “Company”). The Initial Securities will be issued pursuant to an Indenture, dated as of March 26, 2015 (the “Indenture”), by and among the Issuer, the Guarantors named therein and Wells Fargo B

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40,000,000 Common Shares RICE ENERGY INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • September 30th, 2016 • Rice Energy Inc. • Crude petroleum & natural gas • New York

Rice Energy Inc., a Delaware corporation (the “Company”), proposes to sell an aggregate of 40,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc. is acting as representative (the “Representative”). In addition, the Company proposes to grant to the Underwriters an option to purchase up to an aggregate of 6,000,000 additional shares of the Common Stock on the terms set forth in Section 2 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Stock from the Company by the Underwriters.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 13th, 2015 • Rice Energy Inc. • Crude petroleum & natural gas • Delaware

This Indemnification Agreement (“Agreement”) is made as of February 9, 2015 by and between Rice Energy Inc., a Delaware corporation (the “Company”), and Robert R. Wingo (“Indemnitee”).

RICE ENERGY INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • August 19th, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • New York

Rice Energy Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company named in Schedule II attached hereto (the “Selling Stockholders”), propose to sell an aggregate of 11,938,826 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Of the 11,938,826 shares of the Firm Stock, 7,500,000 are being sold by the Company and 4,438,826 are being sold by the Selling Stockholders. In addition, the Selling Stockholders identified in Schedule II attached hereto propose to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 1,790,824 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Co

FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 19, 2016, among RICE ENERGY INC., as Parent Guarantor, RICE ENERGY OPERATING LLC, as Borrower, WELLS FARGO BANK, N.A., as Administrative Agent, and The Lenders and Other Parties Party...
Credit Agreement • October 25th, 2016 • Rice Energy Inc. • Crude petroleum & natural gas • New York

THIS FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 19, 2016, is among RICE ENERGY INC., a Delaware corporation (“Parent”); RICE ENERGY OPERATING LLC, a Delaware limited liability company (the “Borrower”); each of the Lenders from time to time party hereto; and WELLS FARGO BANK, N.A. (in its individual capacity, “Wells Fargo Bank”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

CREDIT AGREEMENT dated as of September 7, 2012, among ALPHA SHALE RESOURCES, LP, as Borrower, WELLS FARGO BANK, N.A., as Administrative Agent, and The Lenders Party Hereto
Credit Agreement • October 3rd, 2013 • Rice Energy Inc. • Crude petroleum & natural gas • New York

THIS CREDIT AGREEMENT dated as of September 7, 2012, is among ALPHA SHALE RESOURCES, LP, a Delaware limited partnership (the “Borrower”); each of the Lenders from time to time party hereto; WELLS FARGO BANK, N.A. (in its individual capacity, “Wells Fargo Bank”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • April 6th, 2017 • Rice Energy Inc. • Crude petroleum & natural gas • Delaware

This Indemnification Agreement (“Agreement”) is made as of April 4, 2017, by and between Rice Energy Inc., a Delaware corporation (the “Company”), and Kathryn J. Jackson (“Indemnitee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • February 4th, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 29, 2014, by and among Rice Energy Inc., a Delaware corporation (the “Company”), and each of the other parties listed on the signature page hereof (collectively, the “Parties”).

RICE ENERGY OPERATING LLC THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 19, 2016
Limited Liability Company Agreement • October 25th, 2016 • Rice Energy Inc. • Crude petroleum & natural gas • Delaware

This THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Rice Energy Operating LLC, a Delaware limited liability company (the “Company”), dated as of October 19, 2016, is adopted and entered into by and among its Members (as defined herein).

CREDIT AGREEMENT dated as of December 22, 2014, among RICE MIDSTREAM PARTNERS LP, as Parent Guarantor, RICE MIDSTREAM OPCO LLC, as Borrower, WELLS FARGO BANK, N.A., as Administrative Agent, and The Lenders and Other Parties Party Hereto WELLS FARGO...
Credit Agreement • December 23rd, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • New York

THIS CREDIT AGREEMENT dated as of December 22, 2014, is among RICE MIDSTREAM OPCO LLC, a Delaware limited liability company (the “Borrower”); RICE MIDSTREAM PARTNERS LP, a Delaware limited partnership, as a parent guarantor (the “Parent”); each of the Lenders from time to time party hereto; and WELLS FARGO BANK, N.A. (in its individual capacity, “Wells Fargo Bank”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

RICE ENERGY INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • May 15th, 2015 • Rice Energy Inc. • Crude petroleum & natural gas • New York

NGP Rice Holdings LLC, a Delaware limited liability company and stockholder (the “Selling Stockholder”) of Rice Energy Inc., a Delaware corporation (the “Company”), proposes to sell an aggregate of 6,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). In addition, the Selling Stockholder proposes to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 900,000 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This Agreement is to confirm the agreement concerning the purchase of the Stock from the Selling Stockholder by the Underwriters.

EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2015 • Rice Energy Inc. • Crude petroleum & natural gas • Pennsylvania

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between RICE ENERGY INC., a Delaware corporation, and any successor thereto (the “Employer”), and Robert R. Wingo (“Executive”), effective as of February 9, 2015 (the “Effective Date”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 3rd, 2017 • Rice Energy Inc. • Crude petroleum & natural gas • Pennsylvania

THIS AMENDMENT to EMPLOYMENT Agreement (this “Amendment”), executed as of June 19, 2017, by and between Rice Energy Inc. (including its subsidiary and affiliate companies) (the “Employer”) and Robert R. Wingo (“Executive”) shall become effective immediately following the Closing (as that term is defined in the Agreement and Plan of Merger, dated June 19, 2017, among EQT Corporation (“EQT”), Eagle Merger Sub I, Inc. and the Employer (the “Merger Agreement”)), and amends the Employment Agreement, dated as of January 29, 2014, by and between the Employer and Executive (the “Agreement”).

CREDIT AGREEMENT dated as of December 22, 2014, among RICE MIDSTREAM HOLDINGS LLC, as Borrower, WELLS FARGO BANK, N.A., as Administrative Agent, and The Lenders and Other Parties Party Hereto WELLS FARGO SECURITIES, LLC, as Sole Lead Arranger and Sole...
Credit Agreement • December 23rd, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • New York

THIS CREDIT AGREEMENT dated as of December 22, 2014, is among RICE MIDSTREAM HOLDINGS LLC, a Delaware limited liability company, as borrower (the “Borrower”); each of the Lenders from time to time party hereto; and WELLS FARGO BANK, N.A. (in its individual capacity, “Wells Fargo Bank”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • February 4th, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • Delaware

This Indemnification Agreement (“Agreement”) is made as of January 29, 2014 by and between Rice Energy Inc., a Delaware corporation (the “Company”), and Robert F. Vagt (“Indemnitee”).

AMENDED AND RESTATED WATER SERVICES AGREEMENT BY AND BETWEEN RICE DRILLING B LLC AND RICE WATER SERVICES (PA) LLC DATED AS OF November 4, 2015
Water Services Agreement • November 5th, 2015 • Rice Energy Inc. • Crude petroleum & natural gas • Pennsylvania

This Amended and Restated Water Services Agreement (this “Agreement”), dated as of November 4, 2015 (the “Effective Date”), is by and between RICE DRILLING B LLC, a Delaware limited liability company (“Producer”), and RICE WATER SERVICES (PA) LLC, a Delaware limited liability company (“Service Provider”). Producer and Service Provider may be referred to herein individually as a “Party” or collectively as the “Parties.”

GAS GATHERING AND COMPRESSION AGREEMENT BY AND BETWEEN RICE DRILLING B LLC, AND RICE MIDSTREAM PARTNERS LP AND ALPHA SHALE RESOURCES LP (solely for the purpose of agreeing to its obligations under Section 2.5) DATED AS OF DECEMBER 22, 2014
Gas Gathering and Compression Agreement • December 23rd, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • Pennsylvania

This Gas Gathering and Compression Agreement (this “Agreement”), dated as of December 22, 2014 (the “Effective Date”), is by and between RICE DRILLING B LLC, a Delaware limited liability company (“Producer”), and RICE MIDSTREAM PARTNERS LP, a Delaware limited partnership (“Gatherer”). Producer and Gatherer may be referred to herein individually as a “Party” or collectively as the “Parties.”

OMNIBUS AGREEMENT among RICE ENERGY INC., RICE MIDSTREAM HOLDINGS LLC, RICE MIDSTREAM PARTNERS LP, RICE MIDSTREAM MANAGEMENT LLC and RICE POSEIDON MIDSTREAM LLC
Omnibus Agreement • December 23rd, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • Texas

This OMNIBUS AGREEMENT (“Agreement”) is entered into on, and effective as of, the Closing Date (as defined herein) among Rice Energy Inc., a Delaware corporation (“Rice”), Rice Midstream Holdings LLC, a Delaware limited liability company (“RMH”), Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”), Rice Midstream Management LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”) and Rice Poseidon Midstream LLC, a Delaware limited liability company (“RPM”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

RICE ENERGY INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • April 15th, 2016 • Rice Energy Inc. • Crude petroleum & natural gas • New York

Rice Energy Inc., a Delaware corporation (the “Company”), and NGP Rice Holdings LLC, a Delaware limited liability company and stockholder (the “Selling Stockholder”), propose to sell an aggregate of 29,858,891 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Of the 29,858,891 shares of the Firm Stock, 20,000,000 are being sold by the Company and 9,858,891 are being sold by the Selling Stockholder. In addition, the Selling Stockholder proposes to grant to Goldman, Sachs & Co. (the “Underwriter”) an option to purchase up to an aggregate of 4,478,834 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock”. This agreement (this “Agreement”) is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholder by the Underwriter.

CONTRIBUTION AGREEMENT BY AND AMONG RICE MIDSTREAM HOLDINGS LLC RICE MIDSTREAM OPCO LLC RICE MIDSTREAM MANAGEMENT LLC AND RICE MIDSTREAM PARTNERS LP DATED AS OF DECEMBER 22, 2014
Contribution Agreement • December 23rd, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • Delaware

This Contribution Agreement, dated as of December 22, 2014 (this “Agreement”), is entered into by and among Rice Midstream Holdings LLC, a Delaware limited liability company (“MLP Holdco”), Rice Midstream OpCo LLC, a Delaware limited liability company (“OpCo”), Rice Midstream Management LLC, a Delaware limited liability company (the “General Partner”) and Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”). The above named entities are sometimes referred to herein as a “Party” and collectively as the “Parties.”

STOCKHOLDERS’ AGREEMENT
Stockholders' Agreement • February 4th, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • Delaware

This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of January 29, 2014, is entered into by and among Rice Energy Inc., a Delaware corporation (the “Company”), and each of the other parties identified on the signature pages hereto (collectively, but subject to Section 3.2 hereof, the “Principal Stockholders”).

Contract
Warrant Agreement • December 16th, 2013 • Rice Energy Inc. • Crude petroleum & natural gas • Delaware

THIS WARRANT AND THE UNITS ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

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PURCHASE AND SALE AGREEMENT between M3 APPALACHIA GATHERING, LLC as Seller, RICE POSEIDON MIDSTREAM LLC as Buyer Dated FEBRUARY 12, 2014
Purchase and Sale Agreement • February 14th, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • Texas

THIS PURCHASE AND SALE AGREEMENT (the “Agreement”) dated February 12, 2014, to be effective as of March 1, 2014 (the “Effective Date”) is made by and between M3 APPALACHIA GATHERING, LLC, a Delaware limited liability company (“Seller”) and RICE POSEIDON MIDSTREAM LLC, a Delaware limited liability company (“Buyer”). M3 Midstream LLC, a Delaware limited liability company (“Parent”), joins in the execution of this Agreement for the limited purpose of agreeing to bound by the provisions of Section 6.4(b) of this Agreement.

THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 15, 2017, among RICE ENERGY INC., as Parent Guarantor, RICE ENERGY OPERATING LLC, as Borrower, The Guarantors Party Hereto, WELLS FARGO BANK, N.A., as Administrative...
Credit Agreement • June 20th, 2017 • Rice Energy Inc. • Crude petroleum & natural gas • New York

This THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Third Amendment”), dated as of June 15, 2017 (the “Third Amendment Effective Date”), is among RICE ENERGY INC., a Delaware corporation (“Parent”); RICE ENERGY OPERATING LLC, a Delaware limited liability company (the “Borrower”); each of the other undersigned guarantors (the “Guarantors”, and together with Parent and the Borrower, the “Credit Parties”); each of the Lenders that is a signatory hereto; and WELLS FARGO BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

Contract
Warrant Agreement • March 21st, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • Delaware

THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AND PURSUANT TO THE PROVISIONS OF ARTICLE 4 BELOW, MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAW OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR HYPOTHECATION IS EXEMPT FROM REGISTRATION.

RICE ENERGY INC. PURCHASE AGREEMENT
Purchase Agreement • March 26th, 2015 • Rice Energy Inc. • Crude petroleum & natural gas • New York

Rice Energy Inc., a Delaware corporation (the “Company”), proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to Wells Fargo Securities, LLC (“Wells Fargo”) and the other several initial purchasers named in Schedule I hereto (the “Initial Purchasers”), for whom Wells Fargo is acting as representative (in such capacity, the “Representative”), $400,000,000 in aggregate principal amount of its 7.25% Senior Notes due 2023 (the “Notes”). The Notes will (i) have terms and provisions that are summarized in the Pricing Disclosure Package and Offering Memorandum (as defined below), and (ii) are to be issued pursuant to an Indenture (the “Indenture”) to be entered into among the Company, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Company’s obligations under the Notes, including the due and punctual payment of interest on the Notes, will be fully and unconditionally guaranteed

VOTING AND SUPPORT AGREEMENT
Voting Agreement • June 19th, 2017 • Rice Energy Inc. • Crude petroleum & natural gas • Delaware

This VOTING AGREEMENT, dated as of June 19, 2017 (this “Agreement”), is entered into by and among EQT Corporation, a Pennsylvania corporation (“Parent”) and the undersigned signatories set forth on the signature pages hereto under the heading “Company Stockholders” (collectively, the “Company Stockholders”). Parent and the Company Stockholders are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • October 26th, 2017 • Rice Energy Inc. • Crude petroleum & natural gas

This AMENDMENT NO. 1 (this "Amendment"), dated as of October 26, 2017, to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 19, 2017, is by and among EQT Corporation, a Pennsylvania corporation ("Parent"), Eagle Merger Sub I, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent ("Merger Sub"), and Rice Energy Inc., a Delaware corporation (the "Company"). Capitalized terms used and not defined in this Amendment shall have the meanings ascribed to such terms in the Merger Agreement.

MASTER REORGANIZATION AGREEMENT
Master Reorganization Agreement • January 29th, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of NGP Rice Holdings LLC, a Delaware limited liability company (the “Company”), dated effective as of January , 2014 (the “Effective Date”) is adopted, executed and agreed to by the Members (as defined below).

THIRD SUPPLEMENTAL INDENTURE
Supplemental Indenture • March 1st, 2017 • Rice Energy Inc. • Crude petroleum & natural gas • New York

This Third Supplemental Indenture (this “Supplemental Indenture”), dated as of December 29, 2016, is by and among Vantage Energy Holdings, LLC, a Delaware limited liability company, Vantage Energy, LLC, a Delaware limited liability company, Vantage Energy II, LLC, a Delaware limited liability company, Vantage Energy Appalachia II LLC, a Delaware limited liability company, Vantage Energy Appalachia LLC, a Pennsylvania limited liability company, Vantage Energy Piceance LLC, a Delaware limited liability company, Vantage Energy Uinta LLC, a Delaware limited liability company, Vantage Fort Worth Energy LLC, a Delaware limited liability company, Vantage Energy II Alpha, LLC, a Delaware limited liability company (collectively, the “New Guarantors”), each a subsidiary of Rice Energy Operating LLC (the “Operating Company”), Rice Energy Inc., a Delaware corporation (the “Company”), the existing Guarantors (as defined in the Indenture referred to herein), the Operating Company and Wells Fargo Ban

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT RICE ENERGY HOLDINGS LLC January 29, 2014
Limited Liability Company Agreement • February 4th, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Rice Energy Holdings LLC, a Delaware limited liability company (the “Company”), dated effective as of January , 2014 (the “Effective Date”), is adopted, executed and agreed to by the Members (as defined below).

PURCHASE AND SALE AGREEMENT by and between RICE ENERGY INC. and RICE MIDSTREAM PARTNERS LP dated as of September 26, 2016
Purchase and Sale Agreement • September 30th, 2016 • Rice Energy Inc. • Crude petroleum & natural gas • Texas

This Purchase and Sale Agreement (this “Agreement”) is made and entered into as of September 26, 2016 by and between Rice Energy Inc., a Delaware corporation (“Rice”), and Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”). Rice and the Partnership are sometimes referred to in this Agreement individually as a “Party” and together as the “Parties.”

PURCHASE AND SALE AGREEMENT by and between RICE ENERGY INC. and RICE MIDSTREAM PARTNERS LP dated as of November 4, 2015
Purchase and Sale Agreement • November 5th, 2015 • Rice Energy Inc. • Crude petroleum & natural gas • Texas

This Purchase and Sale Agreement (this “Agreement”) is made and entered into as of November 4, 2015 by and between Rice Energy Inc., a Delaware corporation (“Rice”), and Rice Midstream Partners LP, a Delaware limited partnership (the “Partnership”). Rice and the Partnership are sometimes referred to in this Agreement individually as a “Party” and together as the “Parties.”

RICE ENERGY INC. FORM OF RESTRICTED STOCK UNIT (RSU) AGREEMENT
Restricted Stock Unit Agreement • December 16th, 2013 • Rice Energy Inc. • Crude petroleum & natural gas • Delaware

THIS RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) evidences an award made as of the day of , (the “Date of Grant”), by RICE ENERGY INC., a Delaware corporation (the “Company”), to (the “Employee”).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT NGP RICE HOLDINGS LLC January 29, 2014
Limited Liability Company Agreement • February 4th, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of NGP Rice Holdings LLC, a Delaware limited liability company (the “Company”), dated effective as of January , 2014 (the “Effective Date”) is adopted, executed and agreed to by the Members (as defined below).

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