Common use of Reorganization Transactions Undertaken In Connection with IPO Clause in Contracts

Reorganization Transactions Undertaken In Connection with IPO. (a) Effective immediately prior to the Effective Time, the Members agreed to (i) amend and restate the Initial LLC Agreement and adopt the First A&R LLC Agreement; (ii) consummate the recapitalization of the Company contemplated by Section 2.2 of the Reorganization Agreement; and (iii) take the other actions contemplated in such Reorganization Agreement. Immediately following such amendment and restatement and recapitalization, the Members of the Company and the Units held by each such Member were as set forth on Exhibit A to the First A&R LLC Agreement. (b) Effective immediately following the Effective Time and in connection with the IPO, the Members set forth on Exhibit B to the First A&R LLC Agreement thereby contributed, transferred, assigned and delivered all of their right, title and interest in the number of Units set forth opposite their name to PubCo in exchange for shares of Class A Stock. (c) Effective immediately following the Effective Time and in connection with the IPO, Parsley Energy Employee Holdings, LLC (“PEEH”) merged with and into PubCo (with PubCo continuing as the surviving entity) (the “Merger”) and PubCo issued to each member of PEEH shares of Class A Stock. Following the Merger, the Company became the holder of record of the Units held by PEEH immediately prior to the Merger. Immediately following the contribution in Section 3.1(b) and the Merger, the Members of the Company and the Units held by each such Member were as set forth on Exhibit C to the First A&R LLC Agreement. (d) Immediately following the closing of the IPO, (i) PubCo contributed all of the net proceeds from the IPO received by PubCo to the Company in exchange for the issuance of 49,963,636 Units, and (ii) the Company made a cash payment to NGP and each PSP Member (as such term is defined the Reorganization Agreement) in complete redemption of their remaining Units pursuant to Section 2.4(c) of the Reorganization Agreement. (e) Immediately following the redemption described in Section 3.1(d) of this Agreement, PubCo issued to the Company 32,145,296 shares of Class B Stock, which shares the Company distributed to the then-existing Members (other than PubCo) pro rata. (f) The total number of Units issued and outstanding and held by the Members immediately following the consummation of the transactions contemplated by Sections 3.1(b)-(d) of this Agreement was as set forth on Exhibit D to the First A&R LLC Agreement.

Reorganization Transactions Undertaken In Connection with IPO. (a) Effective immediately prior to the Effective Time, the Members agreed to (i) amend and restate the Initial Existing LLC Agreement and adopt the First A&R LLC this Agreement; (ii) consummate the recapitalization of the Company contemplated by Section 2.2 of the Reorganization Agreement; and (iii) take the other actions contemplated in such Reorganization Agreement. Immediately following such amendment and restatement and recapitalization, the Members of the Company and the Units held by each such Member were as set forth on Exhibit A to the First A&R LLC Agreementhereto. (b) Effective immediately following the Effective Time and in connection with the IPO, the Members set forth on Exhibit B to the First A&R LLC Agreement thereby contributedhereby contribute, transferredtransfer, assigned assign and delivered deliver all of their right, title and interest in the number of Units set forth opposite their name to PubCo in exchange for shares of Class A Stock. (c) Effective immediately following the Effective Time and in connection with the IPO, Parsley Energy Employee Holdings, LLC (“PEEH”) merged will merge with and into PubCo (with PubCo continuing as the surviving entity) (the “Merger”) and PubCo issued will issue to each member of PEEH shares of Class A Stock. Following the Merger, the Company became will become the holder of record of the Units held by PEEH immediately prior to the Merger. Immediately following the contribution in Section 3.1(b) and the Merger, the Members of the Company and the Units held by each such Member were will be as set forth on Exhibit C to the First A&R LLC Agreementhereto. (d) Immediately following the closing of the IPO, (i) PubCo contributed shall contribute all of the net proceeds from the IPO received by PubCo to the Company in exchange for the issuance of 49,963,636 Units, and (ii) the Company made shall make a cash payment to NGP and each PSP Member (as such term is defined the Reorganization Agreement) in complete redemption of their remaining Units pursuant to Section 2.4(c) of the Reorganization Agreement. (e) Immediately following the redemption described in Section 3.1(d) of this Agreement, PubCo issued shall issue to the Company 32,145,296 shares of Class B Stock, which shares the Company distributed shall distribute to the then-then- existing Members (other than PubCo) pro rata. (f) The total number of Units issued and outstanding and held by the Members immediately following the consummation of the transactions contemplated by Sections 3.1(b)-(d) of this Agreement was as is set forth on Exhibit D hereto (as amended from time to time in accordance with the First A&R LLC terms of this Agreement).