RICE ENERGY INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 29th, 2014 • 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 (the “Selling Stockholder”), propose to sell an aggregate of 44,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Of the 44,000,000 shares of the Firm Stock, 30,000,000 are being sold by the Company and 14,000,000 are being sold by the Selling Stockholder. 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 6,600,000 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 Company and the Selling Stockholder by the Underwriters.
MASTER REORGANIZATION AGREEMENTMaster 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).
AGREEMENT AND PLAN OF MERGER OF RICE MERGER LLC WITH AND INTO RICE DRILLING B LLCMerger Agreement • January 29th, 2014 • Rice Energy Inc. • Crude petroleum & natural gas • Delaware
This Agreement and Plan of Merger (this “Agreement”) is entered into on January 23, 2014, by and among Rice Drilling B LLC, a Delaware limited liability company (“Rice Drilling”), Rice Merger LLC, a Delaware limited liability company (“Merger Sub,” and together with Rice Drilling, the “Merging Entities”), and Rice Energy Inc., a Delaware corporation (“Rice Energy”).
