Joint Filing Agreement
Exhibit 5
This will confirm the agreement by and among all the undersigned that the Statement on Amendment No. 2 to Schedule 13D filed on or about this date and any further amendments thereto with respect to the beneficial ownership by the undersigned of the shares of common stock, par value $0.01 per share, of Rice Energy Inc., a Delaware corporation (the “Issuer”), and such other securities of the Issuer that the undersigned may acquire or dispose of from time to time. This agreement is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.
The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Amendment No. 2 to Schedule 13D and any further amendments thereto, and for completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate. The undersigned further agree that this agreement shall be included as an Exhibit to such joint filing.
This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[Signatures on following page]
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IN WITNESS WHEREOF, the undersigned have executed this agreement as of November 25, 2014.
| RICE ENERGY HOLDINGS LLC | ||
| /s/ Xxxxxxx X. Xxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Attorney-in-Fact | |
| RICE ENERGY FAMILY HOLDINGS, LP | ||
| /s/ Xxxxxxx X. Xxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Attorney-in-Fact | |
| RICE ENERGY MANAGEMENT LLC | ||
| /s/ Xxxxxxx X. Xxxxxx | ||
| Name: | Xxxxxxx X. Xxxxxx | |
| Title: | Attorney-in-Fact | |
| RICE ENERGY IRREVOCABLE TRUST | ||
| /s/ Xxxxxxxx X. Xxxx | ||
| Name: | Xxxxxxxx X. Xxxx | |
| Title: | Co-Trustee | |
| /s/ Xxx X. Xxxxxxxxx | ||
| Name: | Xxx X. Xxxxxxxxx | |
| Title: | Co-Trustee | |
| XXXXXXXX X. XXXX | ||
| /s/ Xxxxxxxx X. Xxxx | ||
| Name: | Xxxxxxxx X. Xxxx | |
| Title: | Co-Trustee | |
| XXX X. XXXXXXXXX | ||
| /s/ Xxx X. Xxxxxxxxx | ||
| Name: | Xxx X. Xxxxxxxxx | |
| Title: | Co-Trustee | |
| NGP RICE HOLDINGS LLC | ||
| By: NGP RE Holdings, L.L.C., its member | ||
| By: NGP IX US Holdings, LP, its member | ||
| By: NGP IX Holdings GP, LLC, its general partner | ||
| /s/ Xxxx X. Xxxxx | ||
| Name: | Xxxx X. Xxxxx | |
| Title: | Authorized Person | |
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| NATURAL GAS PARTNERS IX, L.P. | ||
| By: G.F.W. Energy IX, L.P., its general partner | ||
| By: GFW IX, L.L.C., its general partner | ||
| /s/ Xxxx X. Xxxxx | ||
| Name: | Xxxx X. Xxxxx | |
| Title: | Authorized Member | |
| NGP IX OFFSHORE HOLDINGS, L.P. | ||
| By: G.F.W. Energy IX, L.P., its general partner | ||
| By: GFW IX, L.L.C., its general partner | ||
| /s/ Xxxx X. Xxxxx | ||
| Name: | Xxxx X. Xxxxx | |
| Title: | Authorized Member | |
| G.F.W. ENERGY IX, L.P. | ||
| By: GFW IX, L.L.C., its general partner | ||
| /s/ Xxxx X. Xxxxx | ||
| Name: | Xxxx X. Xxxxx | |
| Title: | Authorized Member | |
| GFW IX, L.L.C. | ||
| /s/ Xxxx X. Xxxxx | ||
| Name: | Xxxx X. Xxxxx | |
| Title: | Authorized Member | |
| NGP NATURAL RESOURCES X, L.P. | ||
| By: G.F.W. Energy X, L.P., its general partner | ||
| By: GFW X, L.L.C., its general partner | ||
| /s/ Xxxx X. Xxxxx | ||
| Name: | Xxxx X. Xxxxx | |
| Title: | Authorized Member | |
| NGP X PARALLEL HOLDINGS, L.P. | ||
| By: G.F.W. Energy X, L.P., its general partner | ||
| By: GFW X, L.L.C., its general partner | ||
| /s/ Xxxx X. Xxxxx | ||
| Name: | Xxxx X. Xxxxx | |
| Title: | Authorized Member | |
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| G.F.W. ENERGY X, L.P. | ||
| By: GFW X, L.L.C., its general partner | ||
| /s/ Xxxx X. Xxxxx | ||
| Name: | Xxxx X. Xxxxx | |
| Title: | Authorized Member | |
| GFW X, L.L.C. | ||
| /s/ Xxxx X. Xxxxx | ||
| Name: | Xxxx X. Xxxxx | |
| Title: | Authorized Member | |
| NGP ENERGY CAPITAL MANAGEMENT, X.XX. | ||
| /s/ Xxxx X. Xxxxx | ||
| Name: | Xxxx X. Xxxxx | |
| Title: | Chief Operating Officer | |
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Index to Exhibits
| Exhibit 1 | Stockholders’ Agreement, dated as of January 29, 2014, among Rice Energy Inc, NGP Rice Holdings, LLC, Rice Energy Holdings LLC, Rice Energy Family Holdings, LP and Alpha Natural Resources, Inc. (incorporated by reference to Exhibit 4.1 of Rice Energy Inc.’s Current Report on Form 8-K (File No. 001-36273) filed with the SEC on February 4, 2014) and the First Amendment to Stockholders’ Agreement, dated as of August 8, 2014 (incorporated by reference to Exhibit 4.5 of Rice Energy Inc.’s Quarterly Report on Form 10-Q (File No. 001-36273) filed with the SEC on August 11, 2014) | |
| Exhibit 2 | Master Reorganization Agreement, dated as of January 23, 2014, by and among Rice Energy Family Holdings, LP, NGP RE Holdings, L.L.C., NGP RE Holdings II, L.L.C., Xxxxxx X. Xxxx III, Xxxx Drilling B LLC, Rice Merger LLC, Rice Energy Appalachia, LLC, each of the persons holding incentive units representing interests in Rice Energy Appalachia, LLC, Rice Energy Inc., Rice Energy Holdings LLC, and NGP Rice Holdings LLC (incorporated by reference to Exhibit 10.1 of Rice Energy Inc.’s Current Report on Form 8-K (File No. 001-36273) filed with the SEC on January 29, 2014) | |
| Exhibit 3 | Registration Rights Agreement, dated as of January 29, 2014, among Rice Energy Inc., NGP Rice Holdings, LLC, Rice Energy Holdings LLC, Rice Energy Family Holdings, LP and Foundation PA Coal Company, LLC (incorporated by reference to Exhibit 4.2 of Rice Energy Inc.’s Current Report on Form 8-K (File No. 001-36273) filed with the SEC on February 4, 2014) | |
| Exhibit 4 | Agreement of Assignment and Assumption, dated as of November 17, 2014, by and between Rice Energy Family Holdings, LP and Rice Energy Irrevocable Trust. | |
| Exhibit 5 | Joint Filing Agreement among the Reporting Persons regarding filing of Schedule 13D, dated November 25, 2014 | |
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