RICE ENERGY INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 15th, 2016 • 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 and stockholder (the “Selling Stockholder”), propose to sell an aggregate of 29,858,891 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Of the 29,858,891 shares of the Firm Stock, 20,000,000 are being sold by the Company and 9,858,891 are being sold by the Selling Stockholder. In addition, the Selling Stockholder proposes to grant to Goldman, Sachs & Co. (the “Underwriter”) an option to purchase up to an aggregate of 4,478,834 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 (this “Agreement”) is to confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholder by the Underwriter.
