REX ENERGY CORPORATION 14,000 Shares of 6.00% Series A Convertible Preferred Stock (par value $0.001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • August 18th, 2014 • Rex Energy Corp • Crude petroleum & natural gas • New York
Rex Energy Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 14,000 shares of 6.00% Convertible Perpetual Preferred Stock, Series A (the “Preferred Stock”) that are represented by 1,400,000 depositary shares (the “Depositary Shares”, and together with the Preferred Stock, the “Firm Shares”) deposited against delivery of depositary receipts (the “Depositary Receipts”) evidencing the Depositary Shares that are to be issued by the Depositary (the “Depositary”) under the Deposit Agreement dated the First Delivery Date (as hereinafter defined) among the Company, the Depositary and the holders of the Depositary Receipts issued thereunder, and, at the option of the Underwriters, up to an additional 2,100 shares of Preferred Stock of the Company that are represented by 210,000 Depositary Shares (such Deposit
DEPOSIT AGREEMENT among REX ENERGY CORPORATION, COMPUTERSHARE TRUST COMPANY, N.A. and COMPUTERSHARE INC., together as Depositary and THE HOLDERS FROM TIME TO TIME OF THE DEPOSITARY RECEIPTS DESCRIBED HEREIN Dated as of August 18, 2014Deposit Agreement • August 18th, 2014 • Rex Energy Corp • Crude petroleum & natural gas • New York
DEPOSIT AGREEMENT dated as of August 18, 2014, among (i) REX ENERGY CORPORATION, a Delaware corporation, (ii) COMPUTERSHARE TRUST COMPANY, N.A., a national banking association, (iii) COMPUTERSHARE INC., a Delaware corporation, and (iv) the holders from time to time of the Receipts described herein.
