F1NGP Rice Holdings LLC sold 9,858,891 shares of common stock to the public in an underwritten public offering of Rice Energy Inc. (the "Issuer") on April 15, 2016 (the "Offering"). Pursuant to the underwriting agreement and in connection with the Offering, NGP Rice Holdings LLC granted the underwriter a 30-day option to purchase the remaining 4,478,834 shares of common stock from NGP Rice Holdings LLC.
F2This form is jointly filed by NGP Rice Holdings LLC ("NGP Holdings"), Natural Gas Partners IX, L.P. and NGP IX Offshore Holdings, L.P. (collectively, "NGP IX"), G.F.W. Energy IX, L.P. ("GFW Energy IX"), GFW IX, L.L.C. ("GFW IX"), NGP Natural Resources X, L.P. and NGP X Parallel Holdings, L.P. (collectively, "NGP X"), G.F.W. Energy X, L.P. ("GFW Energy X"), GFW X, L.L.C. ("GFW X") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). GFW IX is the general partner of GFW Energy IX, the general partner of NGP IX, which, together with NGP X, owns a controlling interest in NGP Holdings. GFW X is the general partner of GFW Energy X, the general partner of NGP X, which, together with NGP IX, owns a controlling interest in NGP Holdings.
F3(Continued from footnote 2) Accordingly, each of GFW IX, GFW Energy IX, NGP IX, GFW X, GFW Energy X and NGP X may be deemed to share voting and dispositive power over the reported securities of NGP Holdings, and as a result may be deemed to beneficially own the reported securities of NGP Holdings. GFW IX and GFW X have delegated full power and authority to manage NGP IX and NGP X, respectively, to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over the reported securities of NGP Holdings, and as result may be deemed to beneficially own the reported securities of NGP Holdings. Each of GFW IX, GFW Energy IX, NGP IX, GFW X, GFW Energy X, NGP X and NGP ECM disclaim beneficial ownership of the reported securities in excess of their pecuniary interests therein.
F4On January 29, 2014, the Reporting Person entered into the Stockholders' Agreement, pursuant to which, each of the parties thereto agreed, among other things, to cause the shares of common stock and any equity securities of the Issuer held by such party to be voted for the individuals properly designated by the parties to the Stockholders' Agreement for election to the Issuer's board of directors. As a result, the parties thereto may be deemed to be members of a group holding over 10% of the outstanding common stock of the Issuer for the purposes of Section 13(d)(3) of the Exchange Act (the "Group").
F5The Reporting Person disclaims beneficial ownership of the shares of common stock held by the members of the Group, except to the extent of such Reporting Person's pecuniary interest therein, and this statement shall not be construed as an admission that such Reporting Person is the beneficial owner of any such shares for purposes of Section 16 of the Exchange Act or for any other purpose.

Remarks

For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may have been deemed to be a director by deputization prior to the Offering by virtue of the right of Reporting Person to designate a member of the Issuer's board of directors pursuant to the Stockholders' Agreement between the Issuer, Rice Energy Holdings LLC, Rice Energy Family Holdings, LP, NGP Rice Holdings LLC and Alpha Natural Resources, Inc. Because of its reduced ownership of shares of common stock after the completion of the Offering, the Reporting Person no longer has the right under the Stockholders' Agreement to designate a member of the Issuer's board of directors. Accordingly, the Reporting Person is no longer deemed to be a director by deputization.