0001193125-14-034995 Sample Contracts

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 Toby Z. Rice (“Indemnitee”).

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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 Derek A. Rice (“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”).

EMPLOYMENT AGREEMENT
Employment Agreement • February 4th, 2014 • 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 JAMES W. ROGERS (“Executive”), effective immediately prior to the closing of the initial public offering of the securities of the Employer, which is January 29, 2014 (the “Effective Date”).

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 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).

SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 29, 2014, among RICE DRILLING B LLC, as Borrower, The Guarantors and Parent Guarantors Party Hereto, WELLS FARGO BANK, N.A., as Administrative Agent, and The Lenders...
Credit Agreement • February 4th, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • New York

This SIXTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Sixth Amendment”), dated for reference purposes as of January 29, 2014 but effective as of the Sixth Amendment Effective Date as defined in Section 4 below, is among RICE DRILLING B LLC, a Delaware limited liability company (the “Borrower”); each of the undersigned Guarantors and Parent Guarantors (the Guarantors and Parent Guarantors, together with the Borrower, collectively, the “Loan 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”).

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).

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”).

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