| Each of RSP Permian, Inc., Ted Collins, Jr., Wallace Family Partnership, LP and Pecos Energy Partners, L.P. is party to a Stockholders’ Agreement, dated as of January 23, 2014 (the “Stockholders’ Agreement”). The Stockholders’ Agreement, among other things, requires Ted Collins, Jr., Wallace Family Partnership, LP and Pecos Energy Partners, L.P. to vote their respective shares of the Issuer’s common stock for directors that are designated in accordance with the provisions of the Stockholders’ Agreement. Each of Ted Collins, Jr. and Wallace Family Partnership, LP has the right to designate a certain number of nominees to the Issuer’s board of directors, subject to the limitations and conditions set forth in the Stockholders’ Agreement, including the ownership of a specified percentage of the outstanding shares of the Issuer’s common stock. Wallace Family Partnership, LP and Ted Collins, Jr. are the members of Collins & Wallace Holdings, LLC. Michael Wallace Management, LLC is the general partner of Wallace Family Partnership, LP, and Mr. and Mrs. Wallace are the managers of Michael Wallace Management, LLC. Mr. Wallace purchased 500 shares of the Issuer’s common stock, as custodian, for a minor child under the Uniform Transfer to Minors Act. Also, a member of Mr. and Mrs. Wallace’s immediate family sharing the same household holds 300 shares of the Issuer’s common stock. Because of the foregoing relationships, (i) Wallace Family Partnership, LP may be deemed to share voting power over the 9,002,185 shares of the Issuer’s common stock held of record by the other parties to the Stockholders’ Agreement, (ii) Michael Wallace Management, LLC and Mr. and Mrs. Wallace may be deemed to share voting power over the 17,691,311 shares of the Issuer’s common stock held of record by Wallace Family Partnership, LP and the other parties to the Stockholders’ Agreement, (iii) Wallace Family Partnership, LP, Michael Wallace Management, LLC and Mr. and Mrs. Wallace may be deemed to share voting and dispositive power over the 2,166,152 shares held of record by Collins & Wallace Holdings, LLC, (iv) Michael Wallace Management, LLC and Mr. and Mrs. Wallace may be deemed to share dispositive power over the 8,689,126 shares held of record by Wallace Family Partnership, LP, and (v) Mr. and Mrs. Wallace may be deemed to share voting and dispositive power over (a) the 500 shares purchased by Mr. Wallace as custodian for a minor child under the Uniform Transfers to Minors Act and (b) the 300 shares held of record by a member of Mr. and Mrs. Wallace’s immediate family sharing the same household. As a result, the Reporting Persons may be deemed to be the beneficial owner of the shares of the Issuer’s common stock as listed below. Each such Reporting Person disclaims beneficial ownership of these securities in excess of its pecuniary interests therein. |