0001301063-13-000057 Sample Contracts

FORM OF REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 9th, 2013 • Alpha Natural Resources, Inc. • Bituminous coal & lignite surface mining • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of [●], 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”).

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FORM OF STOCKHOLDERS’ AGREEMENT
Stockholders' Agreement • December 9th, 2013 • Alpha Natural Resources, Inc. • Bituminous coal & lignite surface mining • Delaware

This STOCKHOLDERS’ AGREEMENT (this “Agreement”), dated as of _________, 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”).

TRANSACTION AGREEMENT
Transaction Agreement • December 9th, 2013 • Alpha Natural Resources, Inc. • Bituminous coal & lignite surface mining • New York

This Transaction Agreement, dated as of December 6, 2013, is entered into by and among Foundation PA Coal Company, LLC, a Delaware limited liability company (“Alpha”), Rice Drilling C LLC, a Pennsylvania limited liability company (“Rice Drilling”), and Rice Energy Inc., a Delaware corporation (“Parent”, and together with Rice Drilling, the “Rice Parties”). Alpha, Rice Drilling and Parent are each referred to herein as a “Party” and collectively as the “Parties.”

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