Disclosures 2 Forward Looking Statements Statements in this presentation that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We believe these statements and the assumptions and estimates contained in this presentation are reasonable based on information that is currently available to us. However, management’s assumptions and the company’s future performance are subject to a wide range of business risks and uncertainties, both known and unknown, and we cannot assure that the company can or will meet the goals, expectations and projections included in this presentation. Any number of factors could cause our actual results to be materially different from those expressed or implied in our forward looking statements, including (without limitation): economic conditions in the United States and globally; domestic and global supply and demand for oil, natural gas liquids (“NGLs”) and natural gas; realized prices for oil, natural gas and NGLs and volatility of those prices; the adequacy and availability of capital resources, credit and liquidity, including, but not limited to, access to additional borrowing capacity and our inability to generate sufficient cash flow from operations to fund our capital expenditures and meet working capital needs; our ability to comply with restrictions imposed by our term loan credit agreement, secured and unsecured indentures, and other existing and future financing arrangements; our ability to service our outstanding indebtedness; impairments of our natural gas, NGL and condensate asset values due to declines in commodity prices; conditions in the domestic and global capital and credit markets and their effects on us; new or changing government regulations, including those relating to environmental matters, permitting or other aspects of our operations; the willingness and ability of the Organization of Petroleum Exporting Countries to set and maintain oil price and production controls; the geologic quality of our properties with regard to, among other things, the existence of hydrocarbons in economic quantities; uncertainties inherent in the estimates of our natural gas, NGL and condensate reserves; our ability to increase natural gas, NGL and condensate production and income through exploration and development; drilling and operating risks; counterparty credit risks; the success of our drilling techniques in both conventional and unconventional reservoirs; the success of the secondary and tertiary recovery methods we utilize or plan to employ in the future; the number of potential well locations to be drilled, the cost to drill, and the time frame within which they will be drilled; the ability of contractors to timely and adequately perform their drilling, construction, well stimulation, completion and production services; the availability of equipment, such as drilling rigs, and infrastructure, such as transportation pipelines, processing and midstream services; the effects of adverse weather or other natural disasters on our operations; competition in the oil and gas industry in general, and specifically in our areas of operation; changes in our drilling plans and related budgets; the success of prospect development and property acquisition; the success of our business and financial strategies and hedging strategies; uncertainties related to the legal and regulatory environment for our industry, and our own legal proceeding and their outcome; and our ability to maintain the listing of our securities on the NASDAQ Capital Market or any other exchange on which our securities trade. Further information on the risks and uncertainties that may affect our business is available in the company’s filings with the SEC, and we strongly encourage readers to review and understand those risks. We do not assume or undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Presentation of Information The estimates of reserves in this presentation are based on a reserve report of our independent external reserve engineers as of December 31, 2017. We believe the data we prepared and supplied to our external reservoir engineers in connection with their preparation of the December 31, 2017 reserve report, and the assumptions, forecasts, and estimates contained therein, are reasonable; however we cannot assure that they will prove to have been correct. Estimates of reserves can be affected by inaccurate assumptions or by known or unknown risks and uncertainties. In this presentation, references to Rex Energy, Rex, REXX, the Company, we, our and us refer to Rex Energy Corporation and its subsidiaries. Unless otherwise noted, all references to acreage holdings are as of December 01, 2017 and are rounded to the nearest hundred. All financial information excludes discontinued operations unless otherwise noted. All estimates of internal rate of return (IRR) are before tax. Hydrocarbon Volumes The SEC permits publicly-reporting oil and gas companies to disclose “proved reserves” in their filings with the SEC. “Proved reserves” are estimates that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. SEC rules also permit the disclosure of “probable” and “possible” reserves. Rex Energy discloses proved reserves but does not disclose probable or possible reserves. We may use certain broader terms such as “resource potential,” “EUR” (estimated ultimate recovery of resources, defined below) and other descriptions of volumes of potentially recoverable hydrocarbons throughout this presentation. These broader classifications do not constitute “reserves” as defined by the SEC and we do not attempt to distinguish these classifications from probable or possible reserves as defined by SEC guidelines. In addition, we are prohibited from disclosing hydrocarbon quantities that do not constitute reserves in documents filed with the SEC. The company defines EUR as the cumulative oil and gas production expected to be economically recovered from a reservoir or individual well from initial production until the end of its useful life. Our estimates of EURs and resource potential have been prepared internally by our engineers and management without review by independent engineers. These estimates are by their nature more speculative than estimates of proved, probable and possible reserves and accordingly are subject to substantially greater uncertainty of being actually realized. We include these estimates to demonstrate what we believe to be the potential for future drilling and production by the company. Ultimate recoveries will be dependent upon numerous factors including actual encountered geological conditions, the impact of future oil and gas pricing, exploration and development costs, and our future drilling decisions and budgets based upon our future evaluation of risk, returns and the availability of capital and, in many areas, the outcome of negotiation of drilling arrangements with holders of adjacent or fractional interest leases. Estimates of resource potential and other figures may change significantly as development of our resource plays provide additional data and therefore quantities that may ultimately be recovered will likely differ materially from these estimates. Potential Drilling Locations Our estimates of potential drilling locations are prepared internally by our engineers and management and are based upon a number of assumptions inherent in the estimating process. Management, with the assistance of engineers and other professionals, as necessary, conducts a topographical analysts of our unproved prospective acreage to identify potential well pad locations using operationally approved designs and considering several factors, which may include but are not limited to access roads, terrain, well azimuths, and well pad sizes. For our operations in Pennsylvania, we then calculate the number of horizontal well bores for which the company appears to control sufficient acreage to drill the lateral wells from each potential well pad location to arrive at an estimated number of net potential drilling locations. For our operations in Ohio, we calculate the number of horizontal well bores that may be drilled from the potential well pad and multiply this by the company’s net working interest percentage of the proposed unit and arrive at an estimate number of net potential drilling locations. In both cases, we then divide the unproved prospective acreage by the number of net potential drilling locations to arrive at an average well spacing. Management uses these estimates to, among other things, evaluate our acreage holdings and formulate plans for drilling. Any number of factors could cause the number of wells we actually drill to vary significantly form these estimates, including, without limitation, the availability of capital, drilling and production costs, commodity prices, availability of drilling services and equipment, lease expirations and regulatory approvals. DRAFT FRE 408 Settlement Communication; Not admissible for any purpose; For discussion purposes only | 
