FORM OF MASTER CONTRIBUTION AGREEMENT by and among RSP Permian, Inc., RSP Permian Holdco, L.L.C., RSP Permian, L.L.C., Rising Star Energy Development Co., L.L.C., Ted Collins, Jr., Wallace Family Partnership, LP, Collins & Wallace Holdings, LLC, and...

Exhibit 10.5

FORM OF

MASTER CONTRIBUTION AGREEMENT

by and among

RSP Permian, Inc.,

RSP Permian Holdco, L.L.C.,

RSP Permian, L.L.C.,

Rising Star Energy Development Co., L.L.C.,

Xxx Xxxxxxx, Jr.,

Xxxxxxx Family Partnership, LP,

Xxxxxxx & Xxxxxxx Holdings, LLC,

and

Pecos Energy Partners, L.P.

dated

[ ]

TABLE OF CONTENTS

		Page

ARTICLE 1
CERTAIN DEFINITIONS

1.1	Certain Defined Terms	2
1.2	Other Interpretive Provisions	2
1.3	Headings	3
1.4	Other Terms	3

ARTICLE 2
THE EXCHANGES

2.1	HoldCo Exchange	3
2.2	Asset Exchanges	3
2.3	Excluded Assets	4
2.4	Closing	4
2.5	Closing Deliverables	4

ARTICLE 3
INITIAL TRUE-UP

3.1	Initial True-Up	5
3.2	Interim Period True-Up	5
3.3	Indemnity Escrow	6

ARTICLE 4
REPRESENTATIONS AND WARRANTIES CONCERNING CONTRIBUTORS

4.1	Organization and Good Standing of Contributor	6
4.2	Authority of Contributor	7
4.3	No Conflicts	7
4.4	Accredited Investor; Restricted Securities	7
4.5	Consents	8
4.6	Preferential Rights	8
4.7	Violation of Laws	8
4.8	Bankruptcy	8
4.9	Litigation	8
4.10	Brokers’ Fees	8
4.11	Taxes	8

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES

5.1	Organization and Good Standing of the Company Parties	9
5.2	Authority of the Company Parties	9
5.3	No Conflicts	10

5.4	Common Stock	10

ARTICLE 6
TAXES

6.1	Tax Treatment	10
6.2	Tax Warranties by Contributors	10
6.3	Tax Warranties by the Company	12

ARTICLE 7
MISCELLANEOUS PROVISIONS

7.1	Lock-Up	13
7.2	Indemnification	13
7.3	Further Assurances	14
7.4	Survival of Representations and Warranties	14
7.5	Notices	14
7.6	Assignment	14
7.7	Complete Agreement; Agreement Controlling	14
7.8	Governing Law	15
7.9	Cure of Invalid Provisions	15
7.10	Expenses	16
7.11	Amendment; Waiver	16
7.12	Parties in Interest	16
7.13	Waiver of Right to Participate	16

SCHEDULES

Schedule A	Defined Terms
Schedule B	Non-Reserve, Non-Current Assets of OpCo
Schedule C	Consideration
Schedule 2.3	Excluded Assets
Schedule 3.1	Initial True-Up Calculations
Schedule 3.2	Interim Period True-Up Calculations
Schedule 4.5	Consents
Schedule 4.6	Preferential Rights

EXHIBITS

Exhibit A-1	Rising Star Assets
Exhibit A-2	Xxxxxxx Assets
Exhibit A-3	Xxxxxxx XX Assets
Exhibit A-4	CW Holdings Assets
Exhibit A-5	Pecos Assets
Exhibit B-1	Form of Assignment of Equity Interests
Exhibit B-2	Form of Assignment Agreement

iii

FORM OF

MASTER CONTRIBUTION AGREEMENT

This MASTER CONTRIBUTION AGREEMENT (this “Agreement”) dated [ ], is by and among RSP Permian, Inc., a Delaware corporation (the “Company”), RSP Permian Holdco, L.L.C., a Delaware limited liability company (“HoldCo”), RSP Permian, L.L.C., a Delaware limited liability company (“OpCo”), Rising Star Energy Development Co., L.L.C., a Delaware limited liability company (“Rising Star”), Xxx Xxxxxxx, Jr., an individual residing in the state of Texas (“Xxxxxxx”), Xxxxxxx Family Partnership, LP, a Texas limited partnership (“Xxxxxxx XX”), Xxxxxxx & Xxxxxxx Holdings, LLC, a Texas limited liability company (“CW Holdings”) and Pecos Energy Partners, L.P., a Texas limited partnership (“Pecos” and, together with HoldCo, Rising Star, Xxxxxxx, Xxxxxxx LP and CW Holdings, each a “Contributor”). The Company, OpCo and Contributors are sometimes referred to collectively herein as the “Parties” and individually as a “Party.”

RECITALS

1. As of the date hereof, HoldCo is the sole record and beneficial holder of 100% of the membership interests of OpCo (the “OpCo Interests”), and OpCo is the sole record and beneficial holder of 100% of the issued and outstanding common stock, par value $0.01 per share (“Common Stock”), of the Company.

2. Rising Star owns the Oil and Gas Assets related to the Oil and Gas Interests and Xxxxx described on Exhibit A-1 attached hereto (the “Rising Star Assets”).

3. Xxxxxxx owns the Oil and Gas Assets related to the Oil and Gas Interests and Xxxxx described on Exhibit A-2 attached hereto (the “Xxxxxxx Assets”).

4. Xxxxxxx XX owns the Oil and Gas Assets related to Oil and Gas Interests and Xxxxx described on Exhibit A-3 attached hereto (the “Xxxxxxx XX Assets”).

5. CW Holdings owns the Oil and Gas Assets related to the Oil and Gas Interests and Xxxxx described on Exhibit A-4 attached hereto (the “CW Holdings Assets”).

6. Pecos owns the Oil and Gas Assets described on Exhibit A-5 attached hereto (the “Pecos Assets” and together with the OpCo Assets, the OpCo Interests, the Rising Star Assets, the Xxxxxxx Assets, the Xxxxxxx XX Assets and the CW Holdings Assets, the “Contributed Assets”).

7. The Contributed Assets (other than the OpCo Interests) represent undivided interests in certain Oil and Gas Assets.

8. The Company intends to close an initial public offering of shares of its Common Stock (the “IPO”) pursuant to a registration statement on Form S-1, filed with the Securities and Exchange Commission (Registration No. 333-192268) on November 12, 2013, as amended thereafter (the “Registration Statement”).

9. In connection with the IPO, OpCo, Xxxxxxx, Xxxxxxx LP, and CW Holdings entered into that certain Letter Agreement dated October 7, 2013, pursuant to which Xxxxxxx, Xxxxxxx

LP, and CW Holdings committed to participate in the IPO and exchange their respective Contributed Assets for Common Stock of the Company having a fair market value equal to the Participant Share (as defined herein) of each of Xxxxxxx, Xxxxxxx LP and CW Holdings, subject to certain true-up adjustments as further described herein (the “Xxxxxxx & Xxxxxxx Letter Agreement”).

10. Subject to the terms and conditions of this Agreement, HoldCo desires to contribute the OpCo Interests to the Company in exchange for the HoldCo Common Stock, the right to receive the HoldCo Cash and the OpCo Indemnity Escrow Interests.

11. Subject to the terms and conditions of this Agreement:

(a) Rising Star desires to contribute the Rising Star Assets to OpCo in exchange for the Rising Star Common Stock and the right to receive the Rising Star Cash;

(b) Xxxxxxx desires to contribute the Xxxxxxx Assets to OpCo in exchange for the Xxxxxxx Common Stock and the right to receive the Xxxxxxx Cash;

(c) Xxxxxxx XX desires to contribute the Xxxxxxx XX Assets to OpCo in exchange for the Xxxxxxx XX Common Stock and the right to receive the Xxxxxxx XX Cash;

(d) CW Holdings desires to contribute the CW Holdings Assets to OpCo in exchange for the CW Holdings Common Stock; and

(e) Pecos desires to contribute the Pecos Assets to OpCo in exchange for the Pecos Common Stock.

NOW, THEREFORE, in consideration of the mutual promises hereinafter set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

ARTICLE 1
CERTAIN DEFINITIONS

1.1 Certain Defined Terms. Capitalized terms in this Agreement that are not defined in the text of the body of this Agreement and are defined in Schedule A attached to this Agreement shall have the meanings given such terms as set forth in Schedule A attached to this Agreement, which Schedule A is incorporated herein by reference with the same force and effect as is set forth herein in full.

1.2 Other Interpretive Provisions. As used in this Agreement, unless expressly stated otherwise or the context requires otherwise, (a) all references to an “Article,” “Section,” or “subsection” shall be to an Article, Section, or subsection of this Agreement, (b) the words “this Agreement,” “hereof,” “hereunder,” “herein,” “hereby,” or words of similar import shall refer to this Agreement as a whole and not to a particular Article, Section, subsection, clause or other subdivision hereof, (c) the words used herein shall include the masculine, feminine and neuter gender, and the singular and the plural, (d) the word “including” shall mean “including, without limitation” and (e) the word “day” or “days” shall mean a calendar day or days.

1.3 Headings. The headings of the Articles and Sections of this Agreement and of the Schedules and Exhibits are included for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction or interpretation hereof or thereof.

1.4 Other Terms. Other terms may be defined elsewhere in the text of this Agreement and shall have the meaning indicated throughout this Agreement.

ARTICLE 2
THE EXCHANGES

2.1 HoldCo Exchange. Subject to and in accordance with the respective terms and conditions of this Agreement, on the Closing Date but effective as of 6:59 a.m. (Central time) on the Closing Date (the “HoldCo Exchange Effective Time”), (a) HoldCo will contribute, assign, transfer and convey all of its right, title and interest in and to the OpCo Interests to the Company pursuant to the OpCo Assignment and (b) as consideration therefor the Company will issue to HoldCo the HoldCo Common Stock, pay to HoldCo the HoldCo Cash, and assign to HoldCo the OpCo Indemnity Escrow Interests (the “HoldCo Exchange”).

2.2 Asset Exchanges. Subject to and in accordance with the respective terms and conditions of this Agreement, including the reservation and retention of the Excluded Assets as provided in Section 2.3, on the Closing Date but effective as of 7:00 a.m. (Central time) on the Closing Date (the “Asset Exchange Effective Time”) the following actions (the “Asset Exchanges” and, together with the HoldCo Exchange, the “Exchanges”) will occur simultaneously:

(a) Rising Star will contribute, assign, transfer and convey all of its right, title and interest in and to the Rising Star Assets to OpCo and as consideration therefor the Company will issue to Rising Star the Rising Star Common Stock and pay to Rising Star the Rising Star Cash;

(b) Xxxxxxx will contribute, assign, transfer and convey all of his right, title and interest in and to the Xxxxxxx Assets to OpCo and as consideration therefor the Company will issue to Xxxxxxx the Xxxxxxx Common Stock and pay to Xxxxxxx the Xxxxxxx Cash;

(c) Xxxxxxx XX will contribute, assign, transfer and convey all of his right, title and interest in and to the Xxxxxxx XX Assets to OpCo and as consideration therefor the Company will issue to Xxxxxxx XX the Xxxxxxx XX Common Stock and pay to Xxxxxxx XX the Xxxxxxx XX Cash;

(d) CW Holdings will contribute, assign, transfer and convey all of his right, title and interest in and to the CW Holdings Assets to OpCo and as consideration therefor the Company will issue to CW Holdings the CW Holdings Common Stock; and

(e) Pecos will contribute, assign, transfer and convey all of its right, title and interest in and to the Pecos Assets to OpCo and as consideration therefor the Company will issue to Pecos the Pecos Common Stock.

2.3 Excluded Assets. Notwithstanding anything herein to the contrary, each Contributor (other than HoldCo) shall reserve and retain all of its right, title and interest in and to its respective Excluded Assets, and the Company and OpCo shall have no interest or right in or to any such Excluded Assets.

2.4 Closing. The closing of the HoldCo Exchange and the Asset Exchanges (the “Closing”) shall take place at the offices of Xxxxxx & Xxxxxx LLP, 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000 on the Initial Delivery Date (the “Closing Date”). If the Initial Delivery Date does not occur for any reason by February 14, 2014, then, upon written notice by any Party to all of the other Parties, neither the Closing nor the Exchanges shall occur and this Agreement shall automatically terminate and be given no further force or effect, except that Section 7.10 will survive any such termination.

2.5 Closing Deliverables.

(a) At the Closing, each Contributor shall deliver to the Company and/or OpCo, as applicable, the following:

(i) In the case of HoldCo, an assignment of the HoldCo Assets in substantially the form attached as Exhibit B-1, duly executed and delivered by HoldCo;

(ii) In the case of the Contributors other than HoldCo, an assignment of such Contributor’s Contributed Assets in substantially the form attached hereto as Exhibit B-2, duly executed and delivered by such Contributor;

(iii) A certification of non-foreign status with respect to such Contributor, or if such Contributor is a “disregarded entity,” with respect to its regarded owner, in a form consistent with Treasury Regulation Section 1.1445-2(b)(2)(iv)(i); and

(iv) A release of all liens, mortgages, deeds of trust or other encumbrances, in form reasonably acceptable to the Company, affecting such Contributor’s respective Contributed Assets, if any.

(b) At the Closing, the Company and/or OpCo, as applicable, shall deliver or pay, as applicable, the following to each applicable Contributor:

(i) The assignment delivered by HoldCo pursuant to Section 2.5(a)(i) above, duly executed and delivered by OpCo and the Company;

(ii) Each assignment delivered by the Contributors pursuant to Section 2.5(a)(ii) above, duly executed and delivered by OpCo;

(iii) The Asset Common Stock and HoldCo Common Stock, validly issued (and reflected on the books and records of the Company) in accordance with the terms of this Agreement; provided, however, to the extent a Contributor is selling any shares of Common Stock pursuant to the Underwriting Agreement, said shares will be delivered to the Company’s custodian on behalf of such Contributor; and

(iv) The Rising Star Cash, the Xxxxxxx Cash and the Xxxxxxx XX Cash (by wire transfer of immediately available funds to an account designated in writing by the applicable Contributor to the Company as soon as practicable but in no event later than two (2) business days after the Pricing Date).

ARTICLE 3
INITIAL TRUE-UP

3.1 Initial True-Up. Each of the Contributors shall account to one another in cash within ninety (90) days of Closing as appropriate to the extent the Adjusted Enterprise Value of the Company is greater or less than the Final Adjusted Enterprise Value of the Company. Notwithstanding anything in this Section 3.1 to the contrary, calculations pursuant to this Section 3.1 shall not take into account any exercise of the overallotment option in connection with the IPO. For illustrative purposes only, Schedule 3.1 includes examples of the calculations to be conducted in accordance with this Section 3.1.

3.2 Interim Period True-Up.

(a) Each of the Contributors shall be entitled to his or its share of revenue from the oil and gas properties in which both OpCo and any of the Contributors owns a working interest (collectively, the “Commonly Owned Properties”), and shall be responsible for his or its share of the costs attributable thereto, in each case until 7:00 a.m. (Central time) on the day of Closing.

(b) Within ninety (90) days after the Closing, the Contributors shall account to one another in cash as set forth in this Section 3.2 with respect to revenues and expenses (including capital expenditures) attributable to the interests of the Contributors in the Commonly Owned Properties and other oil and gas properties directly or indirectly included in the Asset Exchanges (collectively the “Asset Exchange Properties”) during the period commencing at 7:00 a.m. (Central time) on October 1, 2013, and ending at the Asset Exchange Effective Time (the “Interim Period”). For illustrative purposes only, Schedule 3.2 includes examples of the calculations to be conducted in accordance with this Section 3.2. In the event that any Contributor’s Actual Interim Period Net Income is greater than such Contributor’s Allocated Interim Period Net Income, such Contributor shall be obligated to make payments equal to the amount of the difference to the other Contributors whose Allocated Interim Period Net Income exceeds their Actual Interim Period Net Income. Conversely, in the event that a Contributor’s Actual Interim Period Net Income is less than such Contributor’s respective Allocated Interim Period Net Income, such Contributor shall be entitled to receive payments equal to the amount of the difference from those other Contributors, as applicable, whose Allocated Interim Period Net Income is less than their Actual Interim Period Net Income. The intent of the foregoing accounting is to place each Contributor in the position, on a before Tax basis, such Contributor would have been had such Contributor received his or its Allocated Interim Period Net Income instead of his or its Actual Interim Period Net Income. For purposes of this Section 3.2(b) only, the interests of OpCo in the Commonly Owned Properties and the Asset Exchange Properties shall be deemed to be the interests of Holdco in the Commonly Owned Properties and the Asset Exchange Properties through the Asset Exchange Effective Time.

(c) The provisions of this Section 3.2 shall not modify any Contributor’s (i) entitlement to revenue included in his or its Actual Interim Period Net Income or to credit from the Company for any pre-paid expenses attributable to his or its interests in the Asset Exchange Properties as of the Asset Exchange Effective Time or (ii) responsibility for costs or expenses (including capital expenditures, severance Taxes and ad valorem Taxes, prorated as appropriate) included in his or its Actual Interim Period Net Income or for accounts payable attributable to his or its interest in the Asset Exchange Properties as of the Asset Exchange Effective Time. It is understood that HoldCo shall be responsible for any post-IPO accounting with ACTOIL, LLC (“ACTOIL”) in accordance with that certain letter agreement dated November 13, 2013, between OpCo and ACTOIL (the “ACTOIL Letter Agreement”).

(d) For the avoidance of doubt, the true-ups described in Sections 3.1 and 3.2 are between the Contributors, and accordingly neither the Company nor OpCo will pay or have any obligation to pay any cash or other consideration, or any right to receive any cash or other consideration in respect of such true-ups.

3.3 Indemnity Escrow. Notwithstanding anything in this Agreement to the contrary, it is understood that (a) OpCo’s rights with respect to the Indemnity Escrow (as defined in the Purchase, Sale and Option Agreement dated December 28, 2012, among Resolute Natural Resources, LLC, OpCo, Xxxxxxx and Xxxxxxx XX) will not be held by the Company but will be held by and distributed to HoldCo, and HoldCo will be responsible for accounting to ACTOIL, as provided in Section 3 of the ACTOIL Letter Agreement, (b) Xxxxxxx and Xxxxxxx XX will retain their respective rights with respect to the Indemnity Escrow, and (c) the Indemnity Escrow shall not be considered in the calculation of Adjusted Enterprise Value or the Final Adjusted Enterprise Value.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES CONCERNING CONTRIBUTORS

With respect to each representation and warranty specifically regarding any Contributor, each Contributor severally and not jointly represents and warrants to the Company and OpCo as to itself, and with respect to each representation and warranty specifically regarding the Contributed Assets, each Contributor severally, as to its direct or indirect interest in its Contributed Assets, and not jointly represents and warrants to the Company and OpCo, as follows (with each such representation and warranty being made as of the date of this Agreement and as of Closing):

4.1 Organization and Good Standing of Contributor.

(a) Such Contributor (if it is an entity) is a limited partnership or limited liability company duly formed, validly existing and in good standing under the Laws of its state of its organization and has all requisite power and authority to own, operate and lease the assets it now owns, operates or holds under lease, and to carry on its business as now being conducted; and such Contributor (if it is an entity) is duly qualified and licensed, as may be required, and is in good standing to do business in each jurisdiction in which the business it is conducting or the operation, ownership or leasing of its properties makes such qualification and licensing necessary, except where the failure to be qualified, licensed or in good standing, would not,

individually or in the aggregate, reasonably be expected to have a material adverse effect on the use, ownership or operation of its Contributed Assets or on the ability of such Contributor to perform its obligations under this Agreement and under any Transaction Document to which it is or shall be a party; and

(b) Such Contributor (if it is an individual) is a resident of the State of Texas.

4.2 Authority of Contributor.

(a) Such Contributor (if it is an entity) has all requisite power and authority, as applicable, to enter into this Agreement and each other Transaction Document to which it is or shall be a party and perform its obligations hereunder and thereunder, including to transfer, convey and contribute to the Company or to OpCo, as applicable, at the Closing the Contributed Assets.

(b) Such Contributor (if it is an entity) has received all requisite limited liability company or limited partnership authorization of the execution, delivery and performance of this Agreement and the other Transaction Documents to which such Contributor is or shall be a party and of the performance by such Contributor of its obligations hereunder and thereunder. This Agreement and the other Transaction Documents to which such Contributor is or shall be a party have been or will be duly executed and delivered by such Contributor, and (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto) constitute legal, valid and binding obligations of such Contributor, enforceable against such Contributor in accordance with their terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

4.3 No Conflicts. This Agreement and the Transaction Documents to which such Contributor is or shall be a party do not conflict with or result in a breach or violation of any of the terms and conditions of, or constitute a default under, (a) such Contributor’s organizational documents, (b) any Law applicable to such Contributor or any of its properties, or (c) any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument, to which such Contributor is a party or by which any of its properties is bound.

4.4 Accredited Investor; Restricted Securities. Such Contributor is an “Accredited Investor” as defined in the Securities Act, and is acquiring its HoldCo Common Stock or Asset Exchange Common Stock, as applicable, for its own account for investment, and not with a view to any distribution, resale, subdivision or fractionalization thereof in violation of the Securities Act or any other applicable domestic or foreign securities law, and such Contributor does not have any present plan to enter into any contract, undertaking, agreement or arrangement for any such distribution, resale, subdivision or fractionalization, except as described in the Registration Statement, public investors in the IPO. Such Contributor has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of this Agreement with the Company’s management. Such Contributor acknowledges and agrees that the Company shall place a legend in substantially the following form on certificates representing

the HoldCo Common Stock or Asset Exchange Common Stock, other than any shares that are contemplated to be sold under the Registration Statement:

“THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR UNDER APPLICABLE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS IT HAS BEEN REGISTERED UNDER SUCH LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.”

4.5 Consents. Except as set forth with respect to such Contributor on Schedule 4.5, no consent, approval, license, permit, order or authorization of any Governmental Authority is required in connection with the execution, delivery, and performance by such Contributor of this Agreement and any other Transaction Documents to which such Contributor is or shall be a party, except as have been obtained, or with respect to which the time for asserting such right has expired.

4.6 Preferential Rights. Except as set forth with respect to such Contributor on Schedule 4.6, there are no preferential rights to purchase, rights of first refusal or similar rights that are applicable to the transfer of the Contributed Assets of such Contributor in connection with the transactions contemplated hereby, which have not been waived by the Person holding such rights.

4.7 Violation of Laws. To such Contributor’s knowledge, such Contributor has not violated, in any material respect, any applicable Laws with respect to the ownership or operation of its Contributed Assets.

4.8 Bankruptcy. There are no bankruptcy, reorganization, receivership or other insolvency type proceedings pending, being contemplated by or, to such Contributor’s knowledge, threatened against such Contributor.

4.9 Litigation. No suit, action or litigation, by any Person by or before any tribunal or Governmental Authority is pending or, to such Contributor’s knowledge, threatened against such Contributor or its affiliates that would, individually or in the aggregate, reasonably be expected to have a material adverse effect upon the ability of such Contributor to consummate the transactions contemplated by this Agreement or perform his obligations hereunder.

4.10 Brokers’ Fees. Such Contributor has incurred no liability for brokers’ or finders’ fees relating to the transactions contemplated by this Agreement for which any other Party or any affiliate of any other Party shall have any responsibility.

4.11 Taxes.

(a) All Tax returns with respect to the Contributed Assets contributed, directly or indirectly, by such Contributor, required to be filed prior to the Closing Date have been timely filed and are true, correct and complete, and all Taxes due and payable with respect to the Contributed Assets contributed, directly or indirectly, by such Contributor, or on production or

revenue attributable thereto (including, without limitation, all production, severance and similar Taxes), have been paid.

(b) There are no Liens on any of the Contributed Assets contributed, directly or indirectly, by such Contributor attributable to Taxes other than statutory Liens for current period Taxes that are not yet due and payable.

(c) No audit, litigation or other proceeding relating to Taxes with respect to the Contributed Assets contributed, directly or indirectly, by such Contributor has been commenced or is presently pending, and such Contributor has not received written notice of any pending claim against it (which remains outstanding) from any applicable Taxing authority for assessment of Taxes with respect to the Contributed Assets contributed, directly or indirectly, by such Contributor.

(d) All of the Taxes with respect to the Contributed Assets contributed, directly or indirectly, by such Contributor have been properly listed and described on the property Tax rolls for all periods prior to and including the Closing Date, and no portion of such Contributed Assets constitutes omitted property for property Tax purposes.

(e) Such Contributor is neither a “foreign person” nor a “disregarded entity,” or if such Contributor is a “disregarded entity,” such Contributor’s regarded owner is not a “foreign person,” as such terms are defined for the purposes of Section 1445 of the Code.

ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF THE COMPANY PARTIES

Each of the Company and OpCo (the “Company Parties”) represent and warrant to each Contributor as follows:

5.1 Organization and Good Standing of the Company Parties. Such Company Party is a corporation or limited liability company, as applicable, duly formed, validly existing and in good standing under the Laws of the State of Delaware and has all requisite power and authority to own, operate and lease the assets it now owns, operates or holds under lease, and to carry on its business as now being conducted; and such Company Party is duly qualified and licensed, as may be required, and in good standing to do business in each jurisdiction in which the business it is conducting, or the operation, ownership or leasing of its properties, makes such qualification and licensing necessary, except where the failure to be qualified, licensed or in good standing, would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the use, ownership or operation of the assets of such Company Party or on the ability of such Company Party to perform its respective obligations under this Agreement and under any Transaction Document to which it is or shall be a party.

5.2 Authority of the Company Parties.

(a) Such Company Party has all requisite corporate or limited liability company power and authority, as applicable, to enter into this Agreement and each other Transaction Document to which such Person is or shall be a party and to perform its respective obligations hereunder and thereunder.

(b) The execution, delivery and performance of this Agreement and the other Transaction Documents to which such Company Party is or shall be a party and the performance by such Company Party of its respective obligations hereunder and thereunder has been duly authorized by all requisite corporate or limited liability company action on the part of such Company Party. This Agreement and the other Transaction Documents to which such Company Party is or shall be a party has been or will be duly executed and delivered by such Company Party, and (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto) constitute legal, valid and binding obligations of such Company Party, enforceable against such Company Party in accordance with their terms, subject, as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law).

5.3 No Conflicts. This Agreement and the Transaction Documents to which such Company Party is or shall be a party do not conflict or with or result in a breach or violation of any of the terms and conditions of, or constitute a default under, (a) the Company Party’s organizational documents, (b) any Law applicable to such Company Party or any of its properties, or (c) any indenture, mortgage, deed of trust, lease, contract or other agreement or instrument, to which the Company Party is a party or by which any of its properties is bound.

5.4 Common Stock. Upon its issuance pursuant to the terms of this Agreement, the Common Stock issued by the Company shall be duly authorized, validly issued, fully paid and non-assessable shares of Common Stock.

ARTICLE 6
TAXES

6.1 Tax Treatment. Unless required to do so as a result of a final determination (as defined in Section 1313 of the Code), each Contributor agrees that it will not make any Tax filing or otherwise take any position inconsistent with (a) the qualification of the Exchanges, the IPO and the exchange described in the ACTOIL Letter Agreement (the “Transactions”) as a transaction described in Section 351 of the Code and (b) the treatment of any payment required pursuant to Section 3.1 of this Agreement or the ACTOIL True-up (as defined in the ACTOIL Letter Agreement) as consideration for the sale or exchange of Common Stock between the Contributors and ACTOIL subsequent to ACTOIL and each such Contributor being deemed to have received its proportionate share of Common Stock as part of the Exchanges pursuant to Treasury Regulation Section 1.351-1(b). The U.S. federal income tax treatment of the Transactions described in the preceding sentence is referred to herein as the “Tax Treatment.” If any Party becomes aware of any audit, inquiry, litigation or other proceeding relevant to the Tax Treatment, such person shall promptly notify the other Parties of such proceeding, and all Parties shall use reasonable efforts to cooperate with respect to such proceeding.

6.2 Tax Warranties by Contributors. Each Contributor represents and warrants to all other Contributors that the statements as set forth below, solely as they relate to the Tax Treatment, are true, correct and complete as of the date hereof and as of the Closing Date with respect to such Contributor:

(a) Such Contributor does not have any current plan, intention, agreement, arrangement or understanding, and has not engaged in any material negotiations, related to:

(i) engaging in the Transactions, other than pursuant to this Agreement, any agreements referenced herein and the Registration Statement,

(ii) selling, exchanging, hedging, constructively selling or otherwise disposing of the Common Stock to be received by such Contributor pursuant to the Exchanges, except as contemplated by this Agreement and the Registration Statement or with respect to the distribution of Common Stock by HoldCo to its members. or with respect to any Contributor Pledge (as defined below),

(iii) acquiring or retaining any rights in either the Contributed Assets or the OpCo Interests pursuant to this Agreement,

(iv) allowing any person other than such Contributor to exercise control over the voting of the Common Stock received by such Contributor in connection with the Exchanges, except with respect to HoldCo, Xxxxxxx, Xxxxxxx LP, Rising Star and Pecos, the stockholder’s agreement between such Parties with respect to the nomination of directors for the Company’s board of directors (the “Stockholders’ Agreement”),

(v) placing any Common Stock to be issued to such Contributor in escrow or issuing such Common Stock after the completion of the Transactions under a conditional or contingent stock or similar arrangement,

(vi) creating, extinguishing or modifying any indebtedness between such Contributor and either the Company or OpCo as a result of the Transactions, except for any de minimis advances made in connection with joint operations and the development of xxxxx and any right to receive cash pursuant to Article 2 of this Agreement, or

(vii) issuing Common Stock to such Contributor other than solely for the Contributed Assets contributed, directly or indirectly, by such Contributor to the Company in connection with the Exchanges, except to the extent that any payments are required pursuant to Section 3.1;

(b) Such Contributor does not have any current plan, intention, agreement, arrangement or understanding to request, and has not engaged in material negotiations with respect to, a release or waiver of any of the restrictions set forth the Lock-Up Agreement with respect to such Contributor, except to the extent any such Contributor will pledge a portion of its Common Stock (a “Contributor Pledge”) under an agreement that: (i) will be subject to the provisions of Article 9 of the Uniform Commercial Code, relating to security interests, (ii) will provide that, unless a default occurs, such Contributor alone will have voting rights with respect to the pledged stock and all cash dividends (other than liquidating dividends) lawfully declared and paid by the Company will be received by and belong to such Contributor, (iii) will have as its purpose the collateralization of adequately collateralized indebtedness of such Contributor to which such agreement relates, and (iv) will not have a purpose of effecting a transfer of the Common Stock through a prearranged plan to default under the terms of such agreement;

(c) The aggregate fair market value of the Contributed Assets to be contributed, directly or indirectly, by such Contributor to the Company in connection with the Exchanges exceeds the sum of any liabilities that will be assumed or deemed to be assumed by the Company for U.S. federal income tax purposes with respect to such Contributed Assets, including any expenses paid by the Company on behalf of such Contributor in connection with the Transactions;

(d) Such Contributor is not under the jurisdiction of a court in a Title 11 or similar case (within the meaning of Section 368(a)(3)(A) of the Code);

(e) To such Contributor’s knowledge, the Transactions will occur pursuant to and in accordance with the terms of this Agreement, any agreements referenced herein and the Registration Statement; and

(f) If such Contributor is an entity, to such Contributor’s knowledge, no direct or indirect member, partner or owner of such Contributor has any current plan, intention, agreement, arrangement or understanding to sell, exchange, hedge, constructively sell or otherwise dispose of its direct or indirect interests in such Contributor.

6.3 Tax Warranties by the Company. The Company represents and warrants to the Contributors that the statements as set forth below, solely as they relate to the Tax Treatment, are true, correct and complete as of the date hereof and as of the Closing Date:

(a) To the Company’s knowledge, there is no agreement, arrangement or understanding relating to rights or obligations to vote its Common Stock, except the Stockholders’ Agreement.

(b) There is no current plan, intention, agreement, arrangement or understanding for: (i) the Company to issue any shares of Company stock or other interests in its equity other than Common Stock issued pursuant to the Transactions; (ii) the Company or, to the Company’s knowledge, OpCo to dispose of the Contributed Assets other than in the ordinary course of business (including to fund the acquisition of additional oil and gas properties); (iii) the Company or, to the Company’s knowledge, OpCo or any other Person affiliated with the Company to redeem or otherwise reacquire any Common Stock to be issued in connection with the Transactions; or (iv) the Company or, to the Company’s knowledge, any underwriter to release or waive any of the restrictions set forth in the Lock-Up Agreements (including the Lock-Up Agreement executed and delivered by ACTOIL LLC pursuant to the ACTOIL Letter Agreement), except with respect to any Contributor Pledge that, to Company’s knowledge, satisfies the requirements described in Section 6.2(b).

(c) The Company has not engaged in any material negotiations with respect to any release or waiver of any of the restrictions set forth in the Lock-Up Agreements, except with respect to any Contributor Pledge.

(d) To the Company’s knowledge, there is no current plan, intention, agreement, arrangement or understanding for any Person to exercise any Company stock rights, warrants or subscriptions with respect to Company stock other than pursuant to the Transactions.

(e) The Common Stock to be issued and cash (if any) to be paid to each Contributor as described in Article 2 of this Agreement will be issued and paid in exchange for solely the Contributed Assets contributed, directly or indirectly, by such Contributor to the Company in connection with the Transactions, except to the extent that any payments are required pursuant to Section 3.1 of this Agreement or the ACTOIL True-up (as defined in the ACTOIL Letter Agreement).

(f) There is no indebtedness between any Contributor and either the Company or, to the Company’s knowledge, OpCo, and there will be no such indebtedness created in favor of any Contributor as a result of the Transactions, except for any de minimis advances made in connection with joint operations and the development of xxxxx and the right of such Contributor to receive cash (if any) as described in Article 2 of this Agreement.

(g) The Company has no stock issued or outstanding other than the Common Stock.

(h) To the Company’s knowledge, there are no agreements, arrangements or understandings between or among any of the Parties relating to the Transactions, including any agreement to place any Common Stock to be issued to such Contributor in escrow or to issue such Common Stock after the completion of the Transactions under a conditional or contingent stock or similar arrangement, other than this Agreement, any agreements referenced herein and the Registration Statement.

(i) The Company is not an investment company within the meaning of Section 351(e)(1) of the Code and Treasury Regulations Section 1.351-1(c)(1)(ii).

(j) To the Company’s knowledge, the Transactions will occur pursuant to and in accordance with the terms of this Agreement, any agreements referenced herein and the Registration Statement.

ARTICLE 7
MISCELLANEOUS PROVISIONS

7.1 Lock-Up. Each Contributor hereby agrees that in connection with the IPO it will execute and deliver a lock-up agreement in substantially the form attached to the Underwriting Agreement (each, a “Lock-Up Agreement”).

7.2 Indemnification.

(a) From and after the Closing, each Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless each other Party and such other Party’s affiliates, and its and its affiliates’ respective directors, officers, managers, members, partners, stockholders, employees, agents and representatives, as applicable (the “Indemnitees”), from any and all damages, losses, obligations, liabilities, payments, costs and expenses (including reasonable fees and expenses of outside attorneys, accountants and other professional advisors and expert witnesses), whether known or unknown, contingent or vested, matured or unmatured, that are or may be suffered or incurred by any such Indemnitee arising out or relating to a breach of any representation, warranty, covenant, agreement or obligation of the Indemnifying Party set forth

in this Agreement or in the other Transaction Documents; provided that, in the case of a breach of any representation, warranty, covenant, agreement or obligation contained in Article 6, the indemnity provided for in this Section 7.2(a) shall apply only to the extent that such breach adversely affects the Tax Treatment and such adverse effect results in damages, losses, obligations, liabilities, payments, costs and/or expenses that are suffered or incurred by an Indemnitee.

(b) From and after the Closing, each Indemnifying Party shall indemnify, defend and hold harmless ACTOIL and its affiliates, and its and its affiliates’ respective directors, officers, managers, members, partners, stockholders, employees, agents and representatives, as applicable (the “ACTOIL Indemnitees”), from any and all damages, losses, obligations, liabilities, payments, costs and expenses (including reasonable fees and expenses of outside attorneys, accountants and other professional advisors and expert witnesses), whether known or unknown, contingent or vested, matured or unmatured, that are or may be suffered or incurred by any such Indemnitee arising out or relating to a breach of any representation, warranty, covenant, agreement or obligation of the Indemnifying Party set forth in Article 6; provided that the indemnity described in this Section 7.2(b) shall apply only to the extent that such breach adversely affects the Tax Treatment and such adverse effect results in damages, losses, obligations, liabilities, payments, costs and/or expenses that are suffered or incurred by an ACTOIL Indemnitee.

7.3 Further Assurances. After the Closing, each Party shall take such further actions and execute such further documents as may be necessary or reasonably requested by the other Parties in order to effectuate the intent of this Agreement and to provide the other Parties with the intended benefits of this Agreement.

7.4 Survival of Representations and Warranties. The representations, warranties and covenants contained in this Agreement or in any certificate, instrument, or document delivered pursuant hereto shall survive the making of this Agreement and shall continue indefinitely.

7.5 Notices. All notices, elections, demands or other communications required or permitted to be made or given pursuant to this Agreement shall be in writing and shall be considered as properly given or made on the date of actual delivery if given by (a) personal delivery, (b) United States mail, (c) expedited overnight delivery service with proof of delivery, or (d) via facsimile with confirmation of delivery, addressed to the respective addressee(s). Unless delivered in another manner permitted hereunder, notices shall be sent to each Party hereto at its address set forth on its signature page to this Agreement. Any Party may change its address by giving notice in writing to the other Parties of its new address.

7.6 Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the Parties and their respective legal representatives, successors and permitted assigns, but, except as expressly herein provided, neither this Agreement nor any of the rights, interest, or obligations hereunder shall be assigned by a Contributor without the prior written consent of the Company and OpCo.

7.7 Complete Agreement; Agreement Controlling. As of the Closing, (a) this Agreement, together with the other Transaction Documents and all assignments and other

instruments relating to the conveyance of the Contributed Assets, contain the entire understanding of the parties with respect to the transactions contemplated hereby and supersede all prior arrangements or understandings with respect thereto, including the Xxxxxxx & Xxxxxxx Letter Agreement, and (b) there are no restrictions, agreements, promises, warranties, covenants, or undertakings other than those expressly set forth herein or in the Transaction Documents. In the event of any inconsistency between the terms of this Agreement and those set forth in Transaction Document, the terms of this Agreement shall be controlling.

7.8 Governing Law.

(a) THIS AGREEMENT (INCLUDING ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS AGREEMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS AGREEMENT) AND THE LEGAL RELATIONS AMONG THE PARTIES SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION.

(b) THE PARTIES HEREBY CONSENT TO THE EXERCISE OF JURISDICTION IN PERSONAM BY THE UNITED STATES FEDERAL DISTRICT COURTS LOCATED IN THE STATE OF TEXAS FOR ANY ACTION, SUIT OR PROCEEDING (WHETHER IN CONTRACT, TORT OR OTHERWISE) IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO THIS AGREEMENT, THE ASSOCIATED AGREEMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. ALL SUCH ACTIONS, SUITS OR PROCEEDINGS SHALL BE EXCLUSIVELY LITIGATED IN THE UNITED STATES FEDERAL DISTRICT COURTS FOR THE NORTHERN DISTRICT OF TEXAS (AND ALL APPELLATE COURTS HAVING JURISDICTION THEREOVER) OR, IF THE FEDERAL COURTS DO NOT HAVE JURISDICTION, THEN IN STATE COURTS HAVING SITES IN DALLAS COUNTY, TEXAS (AND ALL APPELLATE COURTS HAVING JURISDICTION THEREOVER).

(c) EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING IN CONNECTION WITH, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ASSOCIATED AGREEMENTS OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.

7.9 Cure of Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws effective during the term of this Agreement, such provision shall be fully severed, and this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, and the remaining provisions hereof shall remain in full force and effect and shall not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement; provided that if such illegal, invalid, or unenforceable provision may be made legal, valid, and enforceable by limitation thereof, then the provision shall be revised and reformed to make it legal, valid, and enforceable to the maximum extent permitted by law.

7.10 Expenses. All fees, costs and expenses incurred by the Parties in negotiating and entering into this Agreement shall be paid by the Party incurring the same, including legal and accounting fees, costs and expenses; provided that in the event that an IPO is not consummated for any reason, the Contributors (other than HoldCo) shall be obligated to reimburse OpCo for their respective Allocation Percentages of the third party costs incurred by the Company and OpCo in connection with their pursuit of the IPO within ten (10) days after OpCo submit an invoice to such Contributor therefor.

7.11 Amendment; Waiver. This Agreement, including this Section 7.11 and the Exhibits and Schedules hereto, shall not be amended or modified except by an instrument in writing signed by or on behalf of the Parties. No course of dealing between the parties shall be effective to amend or waive any provision of this Agreement.

7.12 Parties in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party and such Party’s permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Agreement; provided, that ACTOIL shall be an express third party beneficiary of this Agreement for the purposes of Section 7.2(b). The provisions of this Agreement shall constitute a covenant running with the land and shall remain in full force and effect and be binding upon and inure to the benefit of each Party and each such Party’s permitted successors and assigns.

7.13 Waiver of Right to Participate. Each of the Parties waive any consent right, preferential purchase right or other rights to approve or participate in the contributions under this Agreement or the ACTOIL Letter Agreement; provided that, to the extent that any third party exercises a preferential right to purchase with respect to any of the Contributed Interests, then (i) OpCo shall be deemed to have exercised its preferential right to purchase with respect to such Contributed Interest and (ii) the applicable Contributor shall be permitted to convey such Contributed Interest to OpCo and such third party in accordance with such preferential purchase right.

[Signature pages follow]

The Parties have signed this Agreement as of the date first set forth above.

RSP PERMIAN, INC.


By:


By:
Name:
Title:


Address:

Fax:
Telephone:

SIGNATURE PAGE TO CONTRIBUTION AGREEMENT

RSP PERMIAN HOLDCO, L.L.C.


By:


By:
Name:
Title:


Address:

Fax:
Telephone:

SIGNATURE PAGE TO CONTRIBUTION AGREEMENT

RSP PERMIAN, L.L.C.


By:


By:
Name:
Title:


Address:

Fax:
Telephone:

SIGNATURE PAGE TO CONTRIBUTION AGREEMENT

RISING STAR ENERGY DEVELOPMENT CO., L.L.C.


By:


By:
Name:
Title:


Address:

Fax:
Telephone:

SIGNATURE PAGE TO CONTRIBUTION AGREEMENT

By:
Name: Xxx Xxxxxxx, Jr.


Address:

Fax:
Telephone:

SIGNATURE PAGE TO CONTRIBUTION AGREEMENT

XXXXXXX FAMILY PARTNERSHIP, LP


By:


By:
Name:
Title:


Address:

Fax:
Telephone:

SIGNATURE PAGE TO CONTRIBUTION AGREEMENT

XXXXXXX & XXXXXXX HOLDINGS, LLC


By:


By:
Name:
Title:


Address:

Fax:
Telephone:

SIGNATURE PAGE TO CONTRIBUTION AGREEMENT

PECOS ENERGY PARTNERS, L.P.


By:


By:
Name:
Title:


Address:

Fax:
Telephone:

SIGNATURE PAGE TO CONTRIBUTION AGREEMENT

Schedule A

Defined Terms

(a) Capitalized terms used in this Agreement shall have the meanings given such terms as are set forth below.

“Actual Interim Period Net Income” shall mean the amount of such Contributor’s interests in the Asset Exchange Properties during the Interim Period (inclusive of revenue attributable to the sale of Hydrocarbons produced prior to the Asset Exchange Effective Time that are sold after the Asset Exchange Effective Time) less the amount of costs and expenses (including capital expenditures, severance Taxes and ad valorem Taxes, prorated as appropriate) attributable to such Contributor’s interests in the Asset Exchange Properties during the Interim Period.

“Adjusted Enterprise Value” shall mean $1,383,813,670.

“affiliate” means, with respect to any person, any other person that directly or indirectly (through one or more intermediaries or otherwise) controls, is controlled by, or is under common control with such first person; provided that Opco and the Company shall be deemed not to be an “Affiliate” of any of the Contributors. As used in this definition, the term “control” (including the terms “controlling,” “controlled by” and “under common control with”) means, as to a specified person, any other person that possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such specified person, whether through the ownership of voting securities, by contract, or otherwise.

“Aggregate Interim Period Net Income” shall mean the aggregate amount of revenue attributable to the interests of OpCo and the Contributors in the Commonly Owned Properties and Asset Exchange Properties during the Interim Period (inclusive of revenue attributable to the sale of Hydrocarbons produced prior to the Asset Exchange Effective Time that are sold after the Asset Exchange Effective Time) less the aggregate amount of costs and expenses (including capital expenditures, severance Taxes and ad valorem Taxes, prorated as appropriate) attributable to the interests of OpCo and the Contributors in the Commonly Owned Properties and Asset Exchange Properties during the Interim Period.

“Allocated Interim Period Net Income” shall mean the amount determined by multiplying the Allocation Percentage of such Contributor times the Aggregate Interim Period Net Income.

“Allocation Percentage” means, with respect to each Contributor, the percentage set forth opposite his or its name in the table below:

Contributor	Allocation Percentage
Xxxxxxx	14.3934	%
Xxxxxxx XX	14.3934	%
CW Holdings	3.1307	%
Rising Star	2.7266	%
Pecos	0.1520	%
HoldCo	65.2309	%
TOTAL	100.00	%

Schedule A - 1

“Asset Exchange Common Stock” means the Rising Star Common Stock, the Xxxxxxx Common Stock, the Xxxxxxx XX Common Stock, the CW Holdings Common Stock and the Pecos Common Stock.

“Code” shall mean the U.S. Internal Revenue Code of 1986, as amended.

“Xxxxxxx Cash” shall mean an amount of cash equal to the product of: (a) the number of shares of Common Stock set forth next to Xxxxxxx’x name on Schedule C under the column labeled “Shares Paid in Cash”, times (b) the Net IPO Share Price.

“Xxxxxxx Common Stock” means the number of shares of Common Stock set forth next to Xxxxxxx’x name on Schedule C under the column labeled “Shares Paid in Common Stock”.

“CW Holdings Common Stock” means the number of shares of Common Stock set forth next to CW Holdings’s name on Schedule C under the column labeled “Shares Paid in Common Stock”.

“Excluded Assets” shall mean, with respect to each Contributor (other than HoldCo): (a) all corporate, financial, tax and legal records of such Contributor that relate to such Contributor’s business generally (excluding copies of title opinions) or that relate to such Contributor’s Excluded Oil and Gas Assets, if any, together with a duplicate copy (electronic or otherwise) of all of the files and data pertaining to such Contributor’s Contributed Assets; (b) any trade credits, accounts and notes receivable, accounts payable, proceeds or revenues attributable to such Contributor’s Contributed Assets and accruing prior to the Asset Exchange Effective Time; (c) all Hydrocarbons produced from or attributable to the Leases, Units or Xxxxx comprising any part of such Contributor’s Contributed Assets with respect to any periods of time prior to the Asset Exchange Effective Time and not in storage prior to sale or upstream of the sales metering point as of the Closing Date, and all proceeds attributable thereto; (d) all refunds of costs, taxes or expenses attributable to any periods of time prior to the Asset Exchange Effective Time; (e) all proceeds from the settlements of contract disputes with purchasers of Hydrocarbons from or attributable to any of the Leases, Units or Xxxxx comprising any part of such Contributor’s Contributed Assets, including settlement of take-or-pay disputes, insofar as said proceeds are attributable to any periods of time prior to the Asset Exchange Effective Time; (f) all area-wide permits and licenses or other permits, licenses or authorizations used in the conduct of such Contributor’s business generally; (g) all bonds, letters of credit and guarantees, if any, posted by such Contributor or its affiliates with Governmental Authorities and relating to such Contributor’s Contributed Assets; (h) all rights, titles, claims and interests of such Contributor or its affiliates to or under any insurance policy or agreement, any insurance proceeds or to or under any bond or bond proceeds; (g) all rights and claims relating to such

Schedule A - 2

Contributor’s Contributed Assets and attributable to periods of time prior to the Asset Exchange Effective Time; (h) all privileged attorney-client (x) communications, files or records and (y) other documents (other than title opinions); (i) all materials and information that cannot be disclosed as a result of confidentiality obligations to Third Persons; (j) all audit rights arising under any contracts, agreements, instruments or other documents pertaining to such Contributor’s Contributed Assets with respect to any periods of time prior to the Asset Exchange Effective Time or to any of such Contributor’s Excluded Oil and Gas Assets, if any; (k) all analyses, bidder lists and communications with marketing advisers or other bidders in connection with marketing such Contributor’s Excluded Oil and Gas Assets, if any; (l) all amounts paid by Third Persons to such Contributor or its affiliates as overhead for period of time accruing prior to Closing under any joint operating agreements burdening such Contributor’s Contributed Assets; (m) all third-party indemnities where such Contributor is an indemnified party and the proceeds afforded thereby to the extent relating to such Contributor’s Excluded Oil and Gas Assets; (n) all patents, patent applications, logos, service marks, copyrights, trade names or trademarks of or associated with such Contributor, its affiliates or their businesses; (o) such Contributor’s rights and obligations with respect to the Purchase, Sale and Option Agreement dated December 28, 2012, among Resolute Natural Resources, LLC, OpCo, Xxxxxxx and Xxxxxxx XX and the Indemnity Escrow (as defined in said Purchase, Sale and Option Agreement); and (p) such Contributor’s right, title and interest in and to such Contributor’s Excluded Oil and Gas Assets, if any.

“Excluded Oil and Gas Assets” means, with respect to each Contributor (other than HoldCo), such Contributor’s right, title and interest in and to the Oil and Gas Assets listed on Schedule 2.3.

“Final Adjusted Enterprise Value” shall mean (i) the Pre-IPO Value, plus (ii) consolidated long-term indebtedness of the Company as of the Pricing Date, minus (iii) consolidated cash and cash equivalents of the Company as of the Pricing Date, plus (iv) net cash proceeds from the IPO received by Contributors in the IPO from the Company and the public investors in the IPO, minus (v) consolidated net working capital (excluding cash, cash equivalents and amounts attributable to hedging) (whether such consolidated net working capital is positive or negative) of the Company as of the Pricing Date, minus (vi) the consolidated net xxxx-to-market value of the Company’s xxxxxx (whether positive or negative) as of the Pricing Date, minus (vii) the aggregate value of the non-reserve, non-current assets of OpCo set forth in Schedule B hereto, minus (viii) costs incurred by OpCo in connection with the acquisition of oil and gas leasehold and/or reserve-based assets after October 7, 2013 and prior to the Pricing Date.

“Governmental Authorities” shall mean (a) the United States of America or any state or political subdivision thereof and (b) any court or any governmental or administrative department, commission, board, bureau, agency or arbitration tribunal of the United States of America or of any state or political subdivision thereof.

“HoldCo Cash” shall mean an amount of cash equal to the product of: (a) the number of shares of Common Stock set forth next to HoldCo’s name on Schedule C under the column labeled “Shares Paid in Cash”, times (b) the Net IPO Share Price.

Schedule A - 3

“HoldCo Common Stock” means the number of shares of Common Stock set forth next to HoldCo’s name on Schedule C under the column labeled “Shares Paid in Common Stock”.

“Hydrocarbons” shall mean all oil and gas and other hydrocarbons produced or processed in associated therewith.

“Initial Delivery Date” shall have the meaning given to such term in the Underwriting Agreement.

“Laws” shall mean all laws, statutes and ordinances of the United States, any state of the United States and any political subdivision thereof, including all decisions of any Governmental Authority having the effect of law in each such jurisdiction.

“Lock-Up Period” shall have the meaning assigned to such term in the form of Lock-Up attached to the Underwriting Agreement.

“Net IPO Share Price” shall mean the price as set forth in Section 3 of the definitive Underwriting Agreement.

“Oil and Gas Assets” shall mean all of the following, as applicable:

(i) all oil, gas and/or mineral leases, subleases, fee interests, fee mineral interests, mineral servitudes, royalties, overriding royalties, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or character in or to oil, gas and/or minerals in place (collectively, “Oil and Gas Interests”), and interests in any pooled acreage, communitized acreage or units arising on account of Oil and Gas Interests being pooled, communitized or unitized into such units (“Units”);

(ii) all oil and gas xxxxx and injection xxxxx that have not been permanently abandoned located on Oil and Gas Interests or Units (collectively, “Xxxxx”), and all Hydrocarbons produced therefrom or allocated thereto from and after the Asset Exchange Effective Time (the Oil and Gas Interests, the Units and Xxxxx being collectively referred to hereinafter as the “Properties”);

(iii) all equipment, machinery, fixtures, and other real, personal and mixed property to the extent used or held for use in connection with the Properties;

(iv) all surface fee interests, surface leases, easements, rights-of-way and other surface rights to the extent used or held for use in connection with the Properties and all permits (including, without limitation, water withdrawal and disposal permits), licenses, servitudes orders, approvals, variances, waivers, franchises, rights and other authorizations to the extent used or held for use in connection with the Properties;

(v) all contracts and agreements to the extent binding upon or otherwise used or held for use in connection with the Properties or any of the other items identified in this definition;

Schedule A - 4

(vi) contracts relating to any of the other items identified in this definition; and

(vii) all files, records, maps, information, and data relating to the Properties or any of the other items identified in this definition.

“OpCo Assets” shall mean the Oil and Gas Assets of OpCo as of immediately prior to the Asset Exchange Effective Time.

“OpCo Indemnity Escrow Interests” shall mean the rights and obligations that are being distributed from OpCo to HoldCo as described in Section 3.2(d).

“Participant Share” shall mean, with respect to each Contributor, (i) such Contributor’s Allocation Percentage of the Adjusted Enterprise Value, plus (ii) such Contributor’s share of the value of the non-reserve, non-current assets of OpCo set forth in Schedule B hereto as to which costs and expenses related thereto have been borne by such Contributor.

“Pecos Common Stock” means the number of shares of Common Stock set forth next to Pecos’s name on Schedule C under the column labeled “Shares Paid in Common Stock”.

“Person” shall mean any natural person, corporation, company, partnership (general or limited), limited liability company, trust, joint venture, joint stock company, unincorporated organization, Governmental Authority or other entity or association.

“Pre-IPO Value” means the product of (i) the quotient obtained by dividing (A) the gross proceeds from the IPO by (B) a fraction (expressed as a percentage), the numerator of which is the number of Publicly Offered Securities to be sold to the public in the IPO by the Company and the Contributors and the denominator of which is the total number of securities of the same class or series as the Publicly Offered Securities (including the Publicly Offered Securities) that will be outstanding immediately after the IPO and (ii) the difference between 100% and the percentage described in clause (i)(B) of this definition.

“Preliminary Prospectus Date” means the filing date of the preliminary prospectus for the IPO in which the pricing range for the Publicly Offered Securities is estimated.

“Pricing Date” means the date of the definitive Underwriting Agreement.

“Publicly Offered Securities” shall mean the shares of Common Stock proposed to be offered to the public in the IPO by the Company and the Contributors.

“Rising Star Cash” shall mean an amount of cash equal to the product of: (a) the number of shares of Common Stock set forth next to Rising Star’s name on Schedule C under the column labeled “Shares Paid in Cash”, times (b) the Net IPO Share Price.

“Rising Star Common Stock” means the number of shares of Common Stock set forth next to Rising Star’s name on Schedule C under the column labeled “Shares Paid in Common Stock”.

Schedule A - 5

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Tax” or “Taxes” means any federal, state, local or foreign income, gross receipts, ad valorem, sales, use, employment, social security, disability, occupation, property, severance, value added, goods and services, documentary, stamp duty, transfer, conveyance, capital stock, excise, withholding, license, excise, windfall profits, payroll or other taxes, assessments, charges, duties, fees, levies or other charges of any kind whatsoever imposed by or on behalf of any governmental authority, including any interest, penalty or addition thereto, including, but not limited to, any liability for such amounts as a result of (i) being a transferee or successor or member of a combined, consolidated, unitary or affiliated group, or (ii) a contractual obligation to indemnify any person or other entity.

“Third Person” shall mean (i) any Person other than a Party or its affiliates and (ii) any Governmental Authority.

“Transaction Documents” shall mean this Agreement, the assignment agreements delivered pursuant to Section 2.5 and any other document, certificate or instrument contemplated by this Agreement.

“Underwriting Agreement” shall mean the Form of Underwriting Agreement filed as Exhibit 1.1 to the Registration Statement.

“Xxxxxxx XX Cash” shall mean an amount of cash equal to the product of: (a) the number of shares of Common Stock set forth next to Xxxxxxx LP’s name on Schedule C under the column labeled “Shares Paid in Cash”, times (b) the Net IPO Share Price.

“Xxxxxxx XX Common Stock” means the number of shares of Common Stock set forth next to Xxxxxxx LP’s name on Schedule C under the column labeled “Shares Paid in Common Stock”.

Schedule A - 6

(b) The following additional terms shall have the meanings defined in the Section indicated:

Defined Term/Section Reference

ACTOIL		3.2(c)
ACTOIL Indemnitees		7.2(b)
ACTOIL Letter Agreement		3.2(c)
Agreement		introductory paragraph
Asset Exchange Common Stock		Recital 11(e)
Asset Exchange Effective Time		2.2
Asset Exchange Properties		3.2(a)
Asset Exchanges		2.2
Closing		2.4
Closing Date		2.4
Xxxxxxx		introductory paragraph
Xxxxxxx & Xxxxxxx Letter Agreement		Recital 9
Xxxxxxx Assets		Recital 3
Xxxxxxx Common Stock		Recital 11(b)
Common Stock		Recital 1
Commonly Owned Properties		3.2(a)
Company		introductory paragraph
Company Parties		Article 5
Contributed Assets		Recital 6
Contributor		introductory paragraph
Contributor Pledge		6.2(b)
CW Holdings		introductory paragraph
CW Holdings Assets		Recital 5
CW Holdings Common Stock		Recital 11(d)
Exchanges		2.2
Excluded Assets		2.3
HoldCo		introductory paragraph
HoldCo Common Stock		Recital 10
HoldCo Exchange		2.1
HoldCo Exchange Effective Time		2.1
Indemnifying Party		7.2(a)
Indemnitees		7.2(a)
Interim Period		3.2(a)
IPO		Recital 8
Lock-Up Agreement		7.1
OpCo		introductory paragraph
OpCo Interests		Recital 1
Parties		introductory paragraph
Party		introductory paragraph
Pecos		introductory paragraph
Pecos Assets		Recital 6
Pecos Common Stock		Recital 11(e)

Schedule A - 7

Registration Statement		Recital 8
Rising Star		introductory paragraph
Rising Star Assets		Recital 2
Rising Star Common Stock		Recital 11(a)
Stockholders’ Agreement		6.2(a)(iv)
Tax Treatment		6.1
Transactions		6.1
Xxxxxxx		introductory paragraph
Xxxxxxx XX Assets		Recital 4
Xxxxxxx XX Common Stock		Recital 11(c)

Schedule A - 8

Schedule B

Non-Reserve, Non-Current Assets of OpCo

[See attached]

Schedule B -- Non-Reserve, Non-Current Assets of OpCoOther Assets, Billed to WI PartnersShare of Non-Reserve, Non-Current AssetsService Xxxxx$4,408,060Xxx Xxxxxxx, Jr.Xxxxxxx Family PartnershipCollins Xxxxxxx HoldingsRising Star Development CoPecos Energy Partners, L.P. Facilities776,115Pipelines97,202$4,201,063$4,201,063–$1,038,149– Sale Transfers(744,884) PP&E$4,536,49314.3934%14.3934%–2.7266%– Accumulated Depr.(335,429) Net PP&E$4,201,063$604,676$604,676–$28,306– Other PPE, 100% RSPAutomobiles$40,225Land805,015Building384,860Furnitures & Fixtures241,050PP&E$1,471,150Accumulated Depr.(189,389) Net PP&E$1,281,761Total Other Assets$5,482,825

Schedule C

Consideration

Contributor	Total Share Consideration	Shares Paid in Common Stock	Shares Paid in Cash
Xxxxxxx	9,989,126	9,902,876	86,250
Xxxxxxx XX	9,989,126	9,954,626	34,500
CW Holdings	2,166,152	2,166,152	—
Rising Star	1,887,968	1,793,123	94,845
Pecos	105,170	105,170	—
HoldCo	30,045,832	28,536,427	1,509,405

Schedule 2.3

Excluded Assets

1.
	CONTRIBUTOR:	XXXXXXX FAMILY PARTNERSHIP, LP
	EXCLUDED ASSET:	All Contributor’s Overriding Royalty Interests
	ASSIGNMENT	Distribution Assignment and Xxxx of Sale
	DATE	December 14, 2010
	ASSIGNOR:	Patriot Resources Partners LLC
	ASSIGNEE:	Xxxxxxx Family Partnership, LP
	COVERING:	Block 41, T1S, T&P Survey, Ector & Midland Counties, Texas Section 27: E¾ (Ector Co) Section 33: E½ & W½ (Ector Co) Section 34: All (Ector Co) Section 35: W½ (Ector & Midland Co) Section 39: S½ & N½ (Ector & Midland Co) Section 40: S½ & N½ (Ector Co) Section 41: All (Ector Co) Section 45: All (Ector Co) Section 46: All (Ector & Midland Co) Block 41, T2S, T&P Survey, Ector County, Texas Section 4: All
	RECORDING:	Document No 2010-17633, OPR, Ector County, Texas Document No 2010-24363, OPR, Midland County, Texas
	IN RE:	Assignment of ORRI dated June 3, 2008 Xxxx Xxxxxxxxx, Xx., Assignor & F. Xxxxxxx Xxxxx, et al Assignee Volume 2256, Page 323, Doc No 2008-9590, OPR, Ector County, Texas Volume 3051, Page 000, Xxx Xx 0000-00000, XXX, Xxxxxxx Xxxxxx, Xxxxx

2.
	CONTRIBUTOR:	XXXXXXX FAMILY PARTNERSHIP, LP
	EXCLUDED ASSET:	All Contributor’s Mineral & Royalty Interests
	ASSIGNMENT	Distribution Assignment and Xxxx of Sale
	DATE	December 14, 2010
	ASSIGNOR:	Patriot Resources Partners LLC
	ASSIGNEE:	Xxxxxxx Family Partnership, LP
	COVERING:	Block 40, T1S, T&P Survey, Midland County, Texas Section 42: a 500-acre tract being located in the Northwest part of said Section 42 and having and East and West dimension of 1,591 varas and a North and South dimension of 1,773 varas and having its Northwest corner at the Northwest corner of said Section 42 and its lines along and parallel to section lines.
	RECORDING:	Document No 2010-17633, OPR, Ector County, Texas Document No 2010-24363, OPR, Midland County, Texas

Schedule 2.3

	IN RE:	Mineral Deed dated July 10, 2009 Xxx Xxxxxxx, Jr., Grantor & Patriot Resources Partners LLC, Grantee Document No 2010-17004, OPR, Midland County, Texas

3.
	CONTRIBUTOR:	XXX XXXXXXX, JR.
	EXCLUDED ASSET:	All Contributor’s Overriding Royalty Interests
	ASSIGNMENT	Distribution Assignment and Xxxx of Sale
	DATE	December 14, 2010
	ASSIGNOR:	Patriot Resources Partners LLC
	ASSIGNEE:	Xxx Xxxxxxx, Xx.
	XXXXXXXX:	Xxxxx 00, X0X, X&X Xxxxxx, Xxxxx & Midland Counties, Texas Section 27: E¾ (Ector Co) Section 33: E½ & W½ (Ector Co) Section 34: All (Ector Co) Section 35: W½ (Ector & Midland Co) Section 39: S½ & N½ (Ector & Midland Co) Section 40: S½ & N½ (Ector Co) Section 41: All (Ector Co) Section 45: All (Ector Co) Section 46: All (Ector & Midland Co) Block 41, T2S, T&P Survey, Ector County, Texas Section 4: All
	RECORDING:	Document No 2010-17633, OPR, Ector County, Texas Document No 2010-24363, OPR, Midland County, Texas
	IN RE:	Assignment of ORRI dated June 3, 2008 Xxxx Xxxxxxxxx, Xx., Assignor & F. Xxxxxxx Xxxxx, et al Assignee Volume 2256, Page 323, Doc No 2008-9590, OPR, Ector County, Texas Volume 3051, Page 000, Xxx Xx 0000-00000, XXX, Xxxxxxx Xxxxxx, Xxxxx

4.
	CONTRIBUTOR:	XXX XXXXXXX, JR.
	EXCLUDED ASSET:	All Contributor’s Mineral & Royalty Interests
	ASSIGNMENT	Distribution Assignment and Xxxx of Sale
	DATE	December 14, 2010
	ASSIGNOR:	Patriot Resources Partners LLC
	ASSIGNEE:	Xxx Xxxxxxx, Jr.
	COVERING:	Block 40, T1S, T&P Survey, Midland County, Texas Section 42: a 500-acre tract being located in the Northwest part of said Section 42 and having and East and West dimension of 1,591 varas and a North and South dimension of 1,773 varas and having its Northwest corner at the Northwest corner of said Section 42 and its lines along and parallel to section lines.
	RECORDING:	Document No 2010-17633, OPR, Ector County, Texas

Document No 2010-24363, OPR, Midland County, Texas

IN RE:

Mineral Deed dated July 10, 2009

Xxx Xxxxxxx, Jr., Grantor & Patriot Resources Partners LLC, Grantee

Document No 2010-17004, OPR, Midland County, Texas

Schedule 3.1

Initial True-Up Calculations

[See attached]

Post-Closing Adjustment for Final Adjusted Enterprise Value Assumes IPO Midpoint Price of $20.00 per share; 7.5mm Primary Shares Offered; 12.5mm Secondary Shares Offered; and 72.5mm Shares Outstanding at IPO Final Adjusted Enterprise Value Adjustments for Illustrative Purposes Only Preliminary Prospectus Actual Offering Final Adjusted Post-Closing $ Amount # of Shares Value of Shares Enterprise Value Adjustments Adjusted Enterprise Value Calculations Price per Share $20.00 $21.00 $21.00 Pre-IPO Value $1,050,000,000 $1,102,500,000 (i) Total IPO Proceeds / Percentage of Shares Sold $1,450,000,000 $1,522,500,000 (ii) Percentage of Shares Not Sold 72.4% 72.4% Adjusted Enterprise Value $1,383,813,670 $1,464,829,297 (i) Pre-IPO Value $1,050,000,000 $1,102,500,000 (ii) Plus: Consolidated Long-Term Indebtedness $126,154,996 $130,000,000 (iii) Minus: Consolidated Cash & Cash Equivalents ($10,691,650) ($5,000,000) (iv) Plus: Net Proceeds Received by Selling Equityholders $250,000,000 $262,500,000 (v) Minus: Consolidated Net Working Capital ($14,305,735) ($7,500,000) (vi) Minus: Consolidated Xxxx-to-Market Value of Xxxxxx $276,761 ($50,000) (vii) Minus: Non-reserve, Non-current Assets ($5,482,825) ($5,482,825) (viii) Minus: Acquisition Costs Incurred by RSP ($12,137,878) ($12,137,878) Adjusted Enterprise Value Calculations Xxx Xxxxxxx, Jr. 14.393% $199,177,837 $210,838,740 Xxxxxxx Family Partnership, LP 14.393% $199,177,837 $210,838,740 Xxxxxxx & Xxxxxxx Holdings, LLC 3.131% $43,323,055 $45,859,411 ACTOIL, LLC 16.214% $224,374,316 $237,510,352 Rising Star Development Co 2.727% $37,731,064 $39,940,036 Pecos Operating 0.152% $2,103,397 $2,226,541 RSP Permian, LLC 48.990% $677,926,166 $717,615,478 Total $1,383,813,670 $1,464,829,297 Adjustments to Participant Share at IPO Non-reserve, Non-current Assets Total Attributable Non-reserve, Non-current Assets $4,201,063 $4,201,063 Xxx Xxxxxxx, Jr. 14.393% $604,676 $604,676 Xxxxxxx Family Partnership, LP 14.393% $604,676 $604,676 ACTOIL, LLC 25.000% $1,050,266 $1,050,266 Rising Star Development Co $28,306 $28,306 Aggregate Deficit Accounts ACTOIL, LLC ($9,092,059) ($9,000,000) Participant Share at IPO Xxx Xxxxxxx, Jr. $199,782,513 9,989,126 $209,771,638 $211,443,416 $1,671,778 Xxxxxxx Family Partnership, LP $199,782,513 9,989,126 $209,771,638 $211,443,416 $1,671,778 Xxxxxxx & Xxxxxxx Holdings, LLC $43,323,055 2,166,153 $45,489,207 $45,859,411 $370,204 ACTOIL, LLC $216,332,523 10,816,626 $227,149,149 $229,560,618 $2,411,468 Rising Star Development Co $37,759,370 1,887,968 $39,647,338 $39,968,342 $321,004 Pecos Operating $2,103,397 105,170 $2,208,567 $2,226,541 $17,974 RSP Permian, LLC $600,916,630 30,045,832 $630,962,462 $624,498,257 ($6,464,205) Total $1,300,000,000 65,000,000 $1,365,000,000 $1,365,000,000 $0

Schedule 3.2

Interim Period True-Up Calculations

[See attached]

Post-Closing Adjustment for Actual Interim Period Net Income vs. Allocated Interim Period Net Income Interim Period is the period between October 1, 2013 and the IPO Exchange Date All Calculations for Interim Period Net Income for Illustrative Purposes Only Allocated Interim Period Net Income Aggregate Interim Period Xxxxxxx Family Xxxxxxx & Xxxxxxx Rising Star Net Income RSP Permian, LLC Xxx Xxxxxxx, Jr. Partnership, LP Holdings, LLC ACTOIL, LLC Development Co Pecos Operating Allocation % 100.0000% 48.9897% 14.3934% 14.3934% 3.1307% 16.2142% 2.7266% 0.1520% Sales of Oil & Gas $53,691,045 $26,303,082 $7,727,967 $7,727,967 $1,680,906 $8,705,573 $1,463,940 $81,610 Lease Operating Expenses ($7,384,699) ($3,617,742) ($1,062,909) ($1,062,909) ($231,193) ($1,197,370) ($201,351) ($11,225) Severance and Ad Valorem Taxes ($3,933,854) ($1,927,183) ($566,215) ($566,215) ($123,157) ($637,843) ($107,260) ($5,979) Capital Expenditures ($42,370,540) ($20,757,200) ($6,098,561) ($6,098,561) ($1,326,494) ($6,870,044) ($1,155,275) ($64,403) Allocated Interim Period Net Income $1,952 $956 $281 $281 $61 $317 $53 $3 Actual Interim Period Net Income Aggregate Interim Period Xxxxxxx Family Xxxxxxx & Xxxxxxx Rising Star Net Income RSP Permian, LLC Xxx Xxxxxxx, Jr. Partnership, LP Holdings, LLC ACTOIL, LLC Development Co Pecos Operating Sales of Oil & Gas $53,691,045 $22,276,253.39 $8,264,877 $8,264,877 $2,754,726 $9,242,484 $2,269,306 $618,521 Lease Operating Expenses ($7,384,699) ($3,063,889.43) ($1,136,756) ($1,136,756) ($378,887) ($1,271,217) ($312,122) ($85,072) Severance and Ad Valorem Taxes ($3,933,854) ($1,632,144.12) ($605,554) ($605,554) ($201,834) ($677,181) ($166,268) ($45,318) Capital Expenditures ($42,370,540) ($17,579,409.93) ($6,522,267) ($6,522,267) ($2,173,905) ($7,293,749) ($1,790,833) ($488,109) Actual Interim Period Net Income $1,952 $810 $300 $300 $100 $336 $83 $22 Post-Closing Adjustments Aggregate Interim Period Xxxxxxx Family Xxxxxxx & Xxxxxxx Rising Star Net Income RSP Permian, LLC Xxx Xxxxxxx, Jr. Partnership, LP Holdings, LLC ACTOIL, LLC Development Co Pecos Operating Post-Closing Adjustments – ($146) $20 $20 $39 $20 $29 $20

Schedule 4.5

Consents

[See attached]

Prospect RSP No. Lessor Response Xxxxxx, West TX1121.000 Leigh Street Royalties, Ltd., et al Prior Written Consent with Exceptions & Provide Copies Xxxxxxx Ranch TX1049.000 Monta Xx Xxxxx Xxxxxxx Xx No 2 & No 3, Xxxx Xxxxxxx, et al, Co-Trustee; Xxxxxxxx Xxxx Xxxxxxx; Xxxxxxxxx Xxxxxxx XxXxxxx; Xxxxxxx Xxxxxxxxxx, Xx.; Xxxxx Xxxx Xxxxxxxxxx; Xxxxxxxxxx 2004 Trust for Xxxxxx Xxxxxxxxxx, Xxxxx Xxxxxxxxxx, Trustee; Xxxx Xxxxx, Ex' Written Consent & Provide Copies Xxxxxxx Ranch TX1050.000 Xxxx X. Xxxxx, Ind Ex'x o/e/o Xxxxxx Xxxx Glass, et al Prior Written Consent & Provide Copies Llano (Pecan Acres) TX1129.005 Pogo Producing Company Prior written Consent Parks TX1001.001 Xxxxxxxxx Xxxxx Xxxxxxxxx, Ind & Trustee of Xxxxxxxxx Xxxxx Xxxxxxxxx Trust, et al Written Consent Parks TX1001.005 Anadarko E&P Company, LP Prior Written Consent Parks (Sec 38) TX1126.023 PEC Minerlas LP Prior Written Consent Parks (Sec 38) TX1126.025 Xxxx Oil Company Prior Written Consent Parks (Sec 38) TX1130.001 Spanish Trail Land and Cattle Company, L.P., & IBEX Mineral Resources, L.L.C. Prior Written Consent SCHEDULE 4.5 Attached to and made a part of that certain MASTER CONTRIBUTION AGREEMENT dated January [ ], 2014 by and among RSP PERMIAN, INC., et al and XXX XXXXXXX, JR., XXXXXXX FAMILY PARTNERSHIP, LP, et al Master Contribution Agreement - Schedule 4.5 Page 1 of 2 12/31/2013 3:47 PM

Prospect RSP No. Lessor Response Spanish Trail TX1070.000 Spanish Trail Land & Cattle Company, L.P., & IBEX Mineral Resources, L.L.C. Written Consent Spanish Trail (I-20) TX1134.020 Xxxxxxx X. Xxxxxx & Xxxxxxx X. Xxxxxx Prior Written Consent & Provide Copies Spanish Trail (I-20) TX1135.001 HCMC Inc., Xxxxx XxXxxxxxx, Individually & as Co-Trustee of the XxXxxxxxx Family Trust under the Will of X.X. XxXxxxxxx, Deceased, & Xxxxxxx X. XxXxxxxxx, Individually & as Co-Trustee of the XxXxxxxxx Family Trust under the Will of X.X. XxXxxxxxx, Deceased Prior Written Consent & Provide Copies Spanish Trail (I-20) TX1135.026 HCMC Inc. Prior Written Consent & Provide Copies Spanish Trail, West TX1130.001 Spanish Trail Land and Cattle Company, L.P., & IBEX Mineral Resources, L.L.C. Prior Written Consent Spanish Trail, West (Xxxxxx) TX1130.001 Spanish Trail Land and Cattle Company, L.P., & IBEX Mineral Resources, L.L.C. Prior Written Consent Spanish Trail, West (Xxxxxx) TX1130.002 American State Bank, Lubbock, Texas, as Trustee of the Xxxx Foundation Investment Trust Written Consent Spanish Trail, West (South) TX1130.001 Spanish Trail Land and Cattle Company, L.P., & IBEX Mineral Resources, L.L.C. Prior Written Consent Spanish Trail, West (West) TX1130.001 Spanish Trail Land and Cattle Company, L.P., & IBEX Mineral Resources, L.L.C. Prior Written Consent Spanish Trail, West (West) TX1130.002 American State Bank, Lubbock, Texas, as Trustee of the Xxxx Foundation Investment Trust Written Consent Master Contribution Agreement - Schedule 4.5 Page 2 of 2 12/31/2013 3:47 PM

Schedule 4.6

Preferential Purchase Rights

[See attached]

Master Contribution Agreement - Schedule 4.6 Page 1 of 1 SCHEDULE 4.6 - PREFERENTIAL PURCHASE RIGHTS Attached to that certain MASTER CONTRIBUTION AGREEMENT dated January [ ], 2014 by and among RSP PERMIAN, INC., et al and XXXXXXX FAMILY PARTNERSHIP, LP & XXX XXXXXXX, JR., et al 1. RSP Contract .: C-TX156 Date: February 19, 2008 Operator: RSP Permian, L.L.C. Non-Operators: Xxxxxxx Family Partnership, LP, et al Recording: Unrecorded (Memorandum is not recorded) Lands Covered: Block 40, T-1-S, T&P RR Co. Survey, Midland County, Texas Section 38: All, save & except the NW¼, leaving 497.85 acres Section 46: All, containing 668.20 acres Section 47: All, save & except 2.342 acres more particularly described by metes and bounds in WD from Scharbauer Brothers & Co. to Texas Electric Service Company dated February 13, 1984, recorded in Volume 812, Page 000, Xxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx, leaving 640.72 acres Section 48: S½, containing 334.10 acres Block 40, T-2-S, T&P RR Co. Survey, Midland County, Texas Section 1: North 232 acres Section 2: N½, containing 334.30 acres Section 3: All, containing 644.70 acres Section 4: All, save & except 106.88 acres conveyed to the City of Midland by Warranty Deeds recorded in Volume 55, Page 616 and Volume 63, Page 000, Xxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx, leaving 560.92 acres Section 9: That portion lying North of the Railroad right-of-way, containing 365.62 acres, more or less, save & except that certain 208.23-acre tract conveyed to the City of Midland by Warranty Deeds recorded in Volume 50, Page 34 and Volume 55, Page 000, Xxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx, leaving 157.39 acres Section 10: East 20 acres of the NW¼, containing 20.0 acres Pref Right Held By: RSP Permian, L.L.C. 66.766328% WI Compass Oil & Gas, L.P. 07.000000% WI 2. RSP Contract .: C-TX213 Date: May 1, 2010 Operator: RSP Permian, L.L.C. Non-Operators: Xxxxxxx Family Partnership, LP, et al Recording: Unrecorded (Memorandum is not recorded) Lands Covered: Block 40, T-2-S, T&P RR Co. Survey, Midland County, Texas Section 2: S½, containing 332.20 acres Section 10: All, containing 640.00 acres Section 11: All, containing 640.00 acres Pref Right Held By: RSP Permian, L.L.C. 71.661169% WI STG Development II LLC (Section 11 only) 03.000000% WI

Exhibit A-1

Rising Star Assets

Oil and Gas Interests

[See attached]

Xxxxx

[See attached]

Exhibit A-1 Oil Gas Interests Attached to that certain MASTER CONTRIBUTION AGREEMENT dated January 6, 2014 by and among RSP PERMIAN, INC., XXXXXXX FAMILY PARTNERSHIP, LP & XXX XXXXXXX, JR., et al RSPNo Lessor Lessee Date GrAcres Description Instrument Recording County TX1049.000 Monta Xx Xxxxx Xxxxxxx Xx No 2 & No 3, Xxxx Xxxxxxx, et al, Co-Trustee; Xxxxxxxx Xxxx Xxxxxxx; Xxxxxxxxx Xxxxxxx XxXxxxx; Xxxxxxx Xxxxxxxxxx, Xx.; Xxxxx Xxxx Xxxxxxxxxx; Xxxxxxxxxx 2004 Trust for Xxxxxx Xxxxxxxxxx, Xxxxx Xxxxxxxxxx, Trustee; Xxxx Xxxxx, Ex'r o/e/o Xxxxxx Xxxx Glass; Xxxxxx Xxxx Glass, Jr, Ind & Trustee of Xxxxxx Xxxx Glass Tr No 2 & No 3; Xxxxx Xxxxxx Glass, Ind & Trustee; Xxxxxxx Best Glass, Ind & Trustee; Xxxxxxx Xxxx Xxxxxx, Trustee of Xxxxxxx Xxxxxx Rev Mgmt Trust; Xxxxxx X Xxxx; Xxxxxxxxx Xxxxxx for Xxxxxx Xxxxxx LP; Xxxxx Street Royalties, Ltd; Cowbell Royalties, Ltd; Xxxxxxx Xxxxxx Xxxxx; Xxxx Xxxxxx; Xxxxx Xxxxxx Xxxxxxxx; Xxxxxxxx Xxxxxx, Xx; Xxxxx Xxxxx Xxxxxx Baytech, LLP 1/15/2007 Section 16: All 2930.05 T&P Survey, BIk 39, T1N MM Vol 190, Pge 643 Xxxxxx Section 04: All Section 09: All Section 10: All Section 15: N1/2 TX1050.000 Xxxx X. Xxxxx, Independent Executrix of the Estate of Xxxxxx Xxxx Glass, et al Baytech, LLP 7/20/2007 320 T&P Survey, BIk 39, T1N MM Vol 205, Pge 576 Xxxxxx Section 13: SY1/2 1 Exhibit X-0

Xxxxxxx X-0 Xxxxx Xxxxxxxx to that certain MASTER CONTRIBUTION AGREEMENT dated January 6, 2014 by and among RSP PERMIAN, INC., XXXXXXX FAMILY PARTNERSHIP, LP & XXX XXXXXXX, JR., et al Well Name Glass Ranch 1301 Glass Ranch 1302 Glass Ranch 1303 Glass Ranch 1304 Xxxxxxx Ranch 0401 Xxxxxxx Ranch 0402 Xxxxxxx Ranch 0403 Xxxxxxx Ranch 0405 Xxxxxxx Ranch 0406 Xxxxxxx Ranch 0407 Xxxxxxx Ranch 0409 Xxxxxxx Ranch 0901 Xxxxxxx Ranch 0902 API Well Name 317-35234 Xxxxxxx Ranch 1604 317-35738 Xxxxxxx Ranch 1503 317-35965 Xxxxxxx Ranch 1504 317-35964 Xxxxxxx Ranch 1601 317-35098 Xxxxxxx Ranch 1602 317-35655 Xxxxxxx Ranch 1604 317-36638 Xxxxxxx Ranch 1605 317-36648 Xxxxxxx Ranch 1606 317-38299 Xxxxxxx Ranch 1607 317-36926 Xxxxxxx Ranch 1608 317-36927 Xxxxxxx Ranch 1609 317-35167 Xxxxxxx Ranch 1002 317-36010 Xxxxxxx Ranch 0000 Xxxxxxx Xxxxx 0000 Xxxxxxx Xxxxx 0904 Xxxxxxx Ranch 0905 Xxxxxxx Ranch 0907 Xxxxxxx Ranch 0911 Xxxxxxx Ranch 0912M Xxxxxxx Ranch 0912W Xxxxxxx Ranch 1001 Xxxxxxx Ranch 1503 Xxxxxxx Ranch 1504 Xxxxxxx Ranch 1601 Xxxxxxx Ranch 1602 317-36422 Xxxxxxx Ranch 1004 317-36775 Xxxxxxx Ranch 1005 317-38038 Xxxxxxx Ranch 1006 317-36971 Xxxxxxx Ranch 1010 317-37103 Xxxxxxx Ranch 1501 317-38917 Xxxxxxx Ranch 1502 317-38564 317-34937 317-37704 317-37104 317-35250 317-35580 API 317-36649 317-37704 317-37104 317-35250 317-35580 317-36649 317-36645 317-36977 317-36928 317-38271 317-38313 317-34896 317-36976 317-36520 317-37705 317-38314 317-38272 317-35737 317-36924 2 Exhibit X-0

Xxxxxxx X-0

Xxxxxxx Assets

Oil and Gas Interests

[See attached]

Xxxxx

[See attached]

Exhibit A-2 Oil and Gas Interests Attached to that certain MASTER CONTRIBUTION AGREEMENT dated January 6, 2014 by and among RSP PERMIAN, INC., XXXXXXX FAMILY PARTNERSHIP, LP & XXX XXXXXXX, JR., et al Bus Barn Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1193.001 Xxxx Xxxxxx Minerals Ltd. F. Xxxxxxx Xxxxx 9/1/2008 659.00 Vol 3107, Pge 13 MM Midland DocNo: 2011-12838 Rat Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All TX1193.002 JKL Co. F. Xxxxxxx Xxxxx 9/1/2008 659.00 Vol 3107, Pge 15 MM Midland DocNo: 2011-12837 Rat Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All TX1193.003 Xxxxx Xxxx Xxxxxx Xxx F. Xxxxxxx Xxxxx 9/1/2008 659.00 Vol 3107, Pge 17 MM Midland DocNo: 2011-12835 Rat Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All TX1193.004 Xxxxxxx Xxxxxxx Xxxxxx Xxxxxx X. Xxxxxxx Xxxxx 9/1/2008 659.00 Vol 3107, Pge 19 MM Midland DocNo: 2011-12834 Rat Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All TX1193.005 Xxxx Xxxxx Xxxxxx F. Xxxxxxx Xxxxx 9/1/2008 659.00 Vol 3107, Pge 21 MM Midland DocNo: 2011-12836 Rat Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All TX1193.006 Xxxxxxx Partners, Ltd. F. Xxxxxxx Xxxxx 8/1/2008 656.49 DocNo: 2011-20159 ExtRat Midland Vol 3107, Pge 11 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All, save and except a 2.51 acre tract of land located in the SW corner of said Section 26, which said 2.51 acres is described in Deed dated Aug. 7, 1946, recorded in Vol 91, Page 000, Xxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx, containing 656.49 acres, more or less. TX1193.007 Maecenas Minerals, L.L.P. F. Xxxxxxx Xxxxx 9/10/2008 656.49 Vol 3108, Pge 000 XX Xxxxxxx X&X Xxxxxx, Xxx 00, X0X, Xxxxxxx Xxxxxx, Xxxxx Section 26: All, save and except a 2.51 acre tract of land located in the SW corner of said Section 26, which said 2.51 acres is described in Deed dated Aug. 7, 1946, recorded in Vol 91, Page 000, Xxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx, containing 656.49 acres, more or less. Page 1 of 57 Exhibit A-2

Bus Barn Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1193.008 Xxxxx Xxxxxxxxx, and wife Xxxxxx Xxxxxxxxx F. Xxxxxxx Xxxxx 11/14/2008 656.49 Vol 3121, Pge 000 XX Xxxxxxx X&X Xxxxxx, Xxx 00, X0X, Xxxxxxx Xxxxxx, Xxxxx Section 26: All, save and except a 2.51 acre tract of land located in the SW corner of said Section 26, which said 2.51 acres is described in Deed dated Aug. 7, 1946, recorded in Vol 91, Page 000, Xxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx, containing 656.49 acres, more or less. TX1193.009 X.X. Xxxx, and wife, Xxxx Xxxx Xxxxx X. Xxxxxx 6/18/2008 610.06 Vol 3107, Pge 9 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: BEGINNING at the NW corner of Section 26 for the NW corner of this tract, a point in County Road 60-W; THENCE N. 74° 20' E. 5,423.61 feet along the north line of Section 26 for the NE corner of this section; THENCE S. 15° 10' E. 5,288.9 feet along the east line of Section 26 to a point for the SE corner of Section 26; THENCE S. 74° 18' 15" W. 4,804.88 feet to a point in the NE right-of-way line of State Highway 158 for a corner of this tract; THENCE N. 60° 03' 43" W. 880.46 feet along the NE ROW line of the highway to a point in the west line of Section 26 for the SW corner of this tract; THENCE N. 15° 08' W. 4,662.24 feet along the west line of Section 26 to the POB, SAVE AND EXCEPT that certain five acre tract as described in Vol. 536, Page 411; that certain ten acre tract as described in Vol. 602, Page 247; that certain ten acre tract as described in Vol. 572, Page 754; that certain 1.92 acre tract as described in Vol. 614, Page 675; that certain 4.54 acre tract as described in Vol. 160, Page 277; that certain 10.84 acre tract as described in Vol. 667, Page 576 and that certain 2 acre tract as described in Vol. 667, Page 579, leaving a total of 610.06 acres, more or less and containing 610.06 acres, more or less. TX1193.010 Xxxxx Xxx Xxxxxx F. Xxxxxxx Xxxxx 1/30/2009 610.06 Vol 2009, Pge 0000 XX Xxxxxxx X&X Xxxxxx, Xxx 00, X0X, Xxxxxxx Xxxxxx, Xxxxx Section 26: BEGINNING at the NW corner of Section 26 for the NW corner of this tract, a point in County Road 60-W; THENCE N. 74° 20' E. 5,423.61 feet along the north line of Section 26 for the NE corner of this section; THENCE S. 15° 10' E. 5,288.9 feet along the east line of Section 26 to a point for the SE corner of Section 26; THENCE S. 74° 18' 15" W. 4,804.88 feet to a point in the NE right-of-way line of State Highway 158 for a corner of this tract; THENCE N. 60° 03' 43" W. 880.46 feet along the NE ROW line of the highway to a point in the west line of Section 26 for the SW corner of this tract; THENCE N. 15° 08' W. 4,662.24 feet along the west line of Section 26 to the POB, SAVE AND EXCEPT that certain five acre tract as described in Vol. 536, Page 411; that certain ten acre tract as described in Vol. 602, Page 247; that certain ten acre tract as described in Vol. 572, Page 754; that certain 1.92 acre tract as described in Vol. 614, Page 675; that certain 4.54 acre tract as described in Vol. 160, Page 277; that certain 10.84 acre tract as described in Vol. 667, Page 576 and that certain 2 acre tract as described in Vol. 667, Page 579, leaving a total of 610.06 acres, more or less and containing 610.06 acres, more or less. TX1193.011 Xxxxxx Xxxxxx Xxxxxxxx F. Xxxxxxx Xxxxx 8/14/2008 610.06 DocNo: 2011-20160 ExtRat Midland Vol 3091, Pge 000 XX Xxxxxxx X&X Xxxxxx, Xxx 00, X0X, Xxxxxxx Xxxxxx, Xxxxx Section 26: BEGINNING at the NW corner of Section 26 for the NW corner of this tract, a point in County Road 60-W; THENCE N. 74° 20' E. 5,423.61 feet along the north line of Section 26 for the NE corner of this section; THENCE S. 15° 10' E. 5,288.9 feet along the east line of Section 26 to a point for the SE corner of Section 26; THENCE S. 74° 18' 15" W. 4,804.88 feet to a point in the NE right-of-way line of State Highway 158 for a corner of this tract; THENCE N. 60° 03' 43" W. 880.46 feet along the NE ROW line of the highway to a point in the west line of Section 26 for the SW corner of this tract; THENCE N. 15° 08' W. 4,662.24 feet along the west line of Section 26 to the POB, SAVE AND EXCEPT that certain five acre tract as described in Vol. 536, Page 411; that certain ten acre tract as described in Vol. 602, Page 247; that certain ten acre tract as described in Vol. 572, Page 754; that certain 1.92 acre tract as described in Vol. 614, Page 675; that certain 4.54 acre tract as described in Vol. 160, Page 277; that certain 10.84 acre tract as described in Vol. 667, Page 576 and that certain 2 acre tract as described in Vol. 667, Page 579, leaving a total of 610.06 acres, more or less and containing 610.06 acres, more or less. Page 2 of 57 Exhibit A-2

Bus Barn Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1193.012 Virginia Xxxxxxxxx Xxxxxxxx White F. Xxxxxxx Xxxxx 8/14/2008 692.44 Vol 3091, Pge 000 XX Xxxxxxx X&X Xxxxxx, Xxx 00, X0X, Xxxxxxx Xxxxxx, Xxxxx Section 26: BEGINNING at the NW corner of Section 26 for the NW corner of this tract, a point in County Road 60-W; THENCE N. 74° 20' E. 5,423.61 feet along the north line of Section 26 for the NE corner of this section; THENCE S. 15° 10' E. 5,288.9 feet along the east line of Section 26 to a point for the SE corner of Section 26; THENCE S. 74° 18' 15" W. 4,804.88 feet to a point in the NE right-of-way line of State Highway 158 for a corner of this tract; THENCE N. 60° 03' 43" W. 880.46 feet along the NE ROW line of the highway to a point in the west line of Section 26 for the SW corner of this tract; THENCE N. 15° 08' W. 4,662.24 feet along the west line of Section 26 to the POB, SAVE AND EXCEPT that certain five acre tract as described in Vol. 536, Page 411; that certain ten acre tract as described in Vol. 602, Page 247; that certain ten acre tract as described in Vol. 572, Page 754; that certain 1.92 acre tract as described in Vol. 614, Page 675; that certain 4.54 acre tract as described in Vol. 160, Page 277; that certain 10.84 acre tract as described in Vol. 667, Page 576 and that certain 2 acre tract as described in Vol. 667, Page 579, leaving a total of 610.06 acres, more or less and containing 610.06 acres, more or less. Section 26: W½SE¼ TX1193.013 Xxxx Xxx Xxxx F. Xxxxxxx Xxxxx 11/12/2008 4.00 DocNo: 2012-14353 AMD Midland DocNo: 2012-9302 AMD Midland Vol 0000, Xxx 000 XXX Xxxxxxx T&P Survey, Xxx 00, X0X, Xxxxxxx Xxxxxx, Xxxxx Section 26: The S 4 acres of an 8-acre tract of land out of the SE¼, more fully described as BEGINNING at a 1/2" iron rod found for the SW corner of said 8-acre tract; THENCE S 74°26'39" W, along the S line of said 8-acre tract, at 430.52' pass a 1/2" iron rod, set in the E ROW line of County Road 1241-N (60' ROW), in all a total distance of 460.52' to a point for the SW corner of this tract common with the SW corner of said 8-acre tract & lying in the centerline of County Road 1241-N; THENCE N 15°05' W, along said centerline, a distance of 378.84' to a point for the NW corner of this tract; THENCE N 74°26'39" E., departing said centerline, at 30' pass a 1/2" iron rod set for a corner in the E line of said County Road, in all, a total distance of 459.37' to a 1/2" iron rod set for the NE corner of this tract lying in the E line of said 8-acre tract; THENCE S 15°15'25" E a distance of 378.83' to the POB & containing 4 acres of land, more or less, of which the W 30' is reserved for roadway purposes. TX1193.014 Xxxxxx Xxxx Revocable Trust F. Xxxxxxx Xxxxx 5/4/2009 656.49 DocNo: 2009-13040 MM Midland DocNo: 2012-14224 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All, save & except a 2.51-acre tract of land located in the SW corner of said Sec 26, which said 2.51 acres is described in Deed dated Aug 7, 1946, recorded in Vol 91, Page 000, Xxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx, containing 656.49 acres, more or less. TX1193.015 Xxxxxxxx Xxxxxxx F. Xxxxxxx Xxxxx 5/19/2009 16.65 DocNo: 2009-13041 MM Midland DocNo: 2010-2644 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: 16.65 acres, being all that certain 10.0 acres as described in that certain Deed recorded in Volume 572, Page 754 of the Deed Records of Midland County, Texas, all that certain 1.92 acres as described in that certain Lease recorded in Volume 614, Page 675, of the Deed Records of Midland County, Texas, and all that certain 5.0 acres as described in that certain Deed recorded in Volume 513,. Page 512 of the Deed Records of Midland County, Texas, SAVE AND EXCEPT that certain .27 acres described in that certain Deed recorded in Volume 685, Page 662 of the Deed Records of Midland County, Texas, all in Xxxxxxx 00, Xxxxx 00, X-0-X, T&P XXX Xx. XX0000.000 Xxxxxx Xxxxxx Xxxxx F. Xxxxxxx Xxxxx 6/18/2009 659.00 DocNo: 2009-13042 MM Midland DocNo: 2012-14220 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All, save & except a 2.51-acre tract of land located in the SW corner of said Sec 26, which said 2.51 acres is described in Deed dated Aug 7, 1946, recorded in Vol 91, Page 000, Xxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx, containing 656.49 acres, more or less. Page 3 of 57 Exhibit A-2

Bus Barn Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1193.017 Double J Resources, LLC F. Xxxxxxx Xxxxx 5/18/2009 656.49 DocNo: 2009-13043 MM Midland DocNo: 2012-16136 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All, save & except a 2.51-acre tract of land located in the SW corner of said Sec 26, which said 2.51 acres is described in Deed dated Aug 7, 1946, recorded in Vol 91, Page 000, Xxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx, containing 656.49 acres, more or less. TX1193.018 Xxxxxx X Resources, Inc. F. Xxxxxxx Xxxxx 5/18/2009 656.49 DocNo: 2009-13044 MM Midland DocNo: 2012-14351 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All, save & except a 2.51-acre tract of land located in the SW corner of said Sec 26, which said 2.51 acres is described in Deed dated Aug 7, 1946, recorded in Vol 91, Page 000, Xxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx, containing 656.49 acres, more or less. TX1193.019 Xxxxxxxxx, Inc. F. Xxxxxxx Xxxxx 5/18/2009 656.49 DocNo: 2009-13045 MM Midland DocNo: 2012-14352 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All, save & except a 2.51-acre tract of land located in the SW corner of said Sec 26, which said 2.51 acres is described in Deed dated Aug 7, 1946, recorded in Vol 91, Page 000, Xxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx, containing 656.49 acres, more or less. TX1193.020 The Xxxxxx Family Trust F. Xxxxxxx Xxxxx 5/4/2009 656.49 DocNo: 2009-13047 MM Midland DocNo: 2012-14223 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All, save & except a 2.51-acre tract of land located in the SW corner of said Sec 26, which said 2.51 acres is described in Deed dated Aug 7, 1946, recorded in Vol 91, Page 000, Xxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx, containing 656.49 acres, more or less. TX1193.021 Mid-Cities Community Church F. Xxxxxxx Xxxxx 4/22/2009 10.00 DocNo: 2009-13046 OGL Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: Being a 10-acre tract in the NW¼ described as follows: BEGINNING at the NW corner of Sec 26, said corner lying in an E-W county road; THENCE N 74° 55' E along the N boundary of said Sec 26 for a distance of 660.0' to a point for the NE corner of this tract; THENCE 15° 05' E, at 34.4' pass an iron pin set in an E-W fence line, for a total distance of 660.0' to an iron pin set for the SE corner of this tract; THENCE 74° 55' W 660.0' to an iron pin set in the W boundary of said Sec 26 for the SW corner of this tract; THENCE N 15° 05' W, at 626.6' pass an iron pin set at the intersection of an E-W and N-S fence line, for a total distance of 660.0' to the point of the BEGINNING, containing 10.0 acres of land, more or less. TX1193.022 The Fasken Foundation F. Xxxxxxx Xxxxx 4/6/2011 656.49 DocNo: 0000-0000 XXX Xxxxxxx T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All TX1193.023 The Xxxxxxx Family Partnership, Ltd., Xxxxxxxxx Xxxxx Xxxxxxxxxx, Xxxx Xxxxx Xxxxx, Xxxx Blac- Xxx, Trustee of the Xxxx Xxxxx-Xxx Living Trust, Xxxxxx Xxxxxx Black, Xxxxxxx Xxxxxx, Xxxx Xxxxxx, Successor Tr'ee of Xxxx X. Xxxxxx Revcable Trust dtd 8/10/98 F. Xxxxxxx Xxxxx 6/8/2010 659.00 DocNo: 2011-8189 MM Midland DocNo: 2011-8190 MM Midland DocNo: 2011-8191 MM Midland DocNo: 2011-10000 Rat Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All, save & except a 2.51-acre tract of land located in the SW corner of said Sec 26, which said 2.51 acres is described in Deed dated Aug 7, 1946, recorded in Vol 91, Page 000, Xxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx, containing 656.49 acres, more or less. Page 4 of 57 Exhibit A-2

Bus Barn Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1193.024 Broken Arrow Trust F. Xxxxxxx Xxxxx 6/4/2009 738.87 DocNo: 2010-17815 MM Midland DocNo: 2012-16856 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All, save & except a 2.51-acre tract of land located in the SW corner of said Sec 26, which said 2.51 acres is described in Deed dated Aug 7, 1946, recorded in Vol 91, Page 000, Xxxx Xxxxxxx, Xxxxxxx Xxxxxx, Xxxxx, containing 656.49 acres, more or less. Section 26: S½NW¼ Xxxxxx, West Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1121.000 Leigh Street Royalties, Ltd., et al Lothian Oil, Inc. 7/1/2006 6,773.44 Vol 939, Pge 493 AMD Andrews Vol 871, Pge 76 XX Xxxxxxx Vol 244, Pge 401 AMD Xxxxxx Vol 181, Pge 362 XX Xxxxxx Vol 3157, Pge 192 AMD Midland Vol 2721, Pge 1 MM Midland T&P Survey, Xxx 00, X0X, Xxxxxx & Xxxxxxx Xxxxxx, Xxxxx Section 31: All T&P Survey, Blk 39, T1N, Xxxxxx County, Texas Section 30: W/331.95 acres, S&E SW¼NW¼ T&P Survey, Blk 40, T1N, Andrews & Xxxxxx County, Texas Section 07: All Section 18: All Section 19: All Section 29: All T&P Survey, Blk 40, T1N, Xxxxxxx County, Texas Section 08: All Section 17: All Section 20: All T&P Survey, Blk 40, T1N, Xxxxxx County, Texas Section 30: All Section 31: All Estes Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1194.001 Xxxxxxx X. Xxxxxx F. Xxxxxxx Xxxxx 4/9/2008 656.60 DocNo: 2011-6570 Ext Midland Vol 0000, Xxx 000 XXX Xxxxxxx T&P Survey, Blk 40, T1S, Midland County, Texas Section 02: All Page 5 of 57 Exhibit A-2

Estes Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1194.002 Xxxx Xxxxxxxx F. Xxxxxxx Xxxxx 4/9/2008 656.60 Vol 3044, Pge 000 XXX Xxxxxxx T&P Survey, Xxx 00, X0X, Xxxxxxx Xxxxxx, Xxxxx Section 02: All TX1194.003 Xxxxxxx and Xxxxxxxx Xxxxx Revocable Trust F. Xxxxxxx Xxxxx 5/6/2008 656.60 Vol 3054, Pge 000 XX Xxxxxxx X&X Xxxxxx, Xxx 00, X0X, Xxxxxxx Xxxxxx, Xxxxx Section 02: All TX1194.004 American Cancer Society F. Xxxxxxx Xxxxx 4/17/2008 656.60 Vol 3044, Pge 000 XX Xxxxxxx X&X Xxxxxx, Xxx 00, X0X, Xxxxxxx Xxxxxx, Xxxxx Section 02: All TX1194.005 Maecenas Minerals, L.L.P. F. Xxxxxxx Xxxxx 9/10/2008 656.60 Vol 3107, Pge 00 XX Xxxxxxx X&X Xxxxxx, Xxx 00, X0X, Xxxxxxx Xxxxxx, Xxxxx Section 02: All TX1194.006 The Fasken Foundation F. Xxxxxxx Xxxxx 6/24/2008 656.60 Vol 3088, Pge 000 XXX Xxxxxxx T&P Survey, Xxx 00, X0X, Xxxxxxx Xxxxxx, Xxxxx Section 02: All TX1194.007 Xxxxx Xxxxxxxxx and wife Xxxxxx Xxxxxxxxx F. Xxxxxxx Xxxxx 6/6/2008 656.60 Vol 3088, Pge 000 XXX Xxxxxxx T&P Survey, Xxx 00, X0X, Xxxxxxx Xxxxxx, Xxxxx Section 02: All TX1194.008 Xxxxxxx X. Xxxxxxx F. Xxxxxxx Xxxxx 10/8/2008 656.60 Vol 3113, Pge 000 XX Xxxxxxx X&X Xxxxxx, Xxx 00, X0X, Xxxxxxx Xxxxxx, Xxxxx Section 02: All TX1194.009 Xxxxxx X. Xxxxxxx F. Xxxxxxx Xxxxx 9/29/2008 656.60 Vol 3113, Pge 000 XX Xxxxxxx X&X Xxxxxx, Xxx 00, X0X, Xxxxxxx Xxxxxx, Xxxxx Section 02: All Page 6 of 57 Exhibit A-2

Xxxxxxx Ranch Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1049.000 Monta Xx Xxxxx Xxxxxxx Xx No 2 & No 3, Xxxx Xxxxxxx, et al, Co-Trustee; Xxxxxxxx Xxxx Xxxxxxx; Xxxxxxxxx Xxxxxxx XxXxxxx; Xxxxxxx Xxxxxxxxxx, Xx.; Xxxxx Xxxx Xxxxxxxxxx; Xxxxxxxxxx 2004 Trust for Xxxxxx Xxxxxxxxxx, Xxxxx Xxxxxxxxxx, Trustee; Xxxx Xxxxx, Ex'r o/e/o Xxxxxx Xxxx Glass; Xxxxxx Xxxx Glass, Jr, Ind & Trustee of Xxxxxx Xxxx Glass Tr No 2 & No 3; Xxxxx Xxxxxx Glass, Ind & Trustee; Xxxxxxx Best Glass, Ind & Trustee; Xxxxxxx Xxxx Xxxxxx, Trustee of Xxxxxxx Xxxxxx Rev Mgmt Trust; Xxxxxx X Xxxx; Xxxxxxxxx Xxxxxx for Xxxxxx Xxxxxx LP; Xxxxx Street Royalties, Ltd; Cowbell Royalties, Ltd; Xxxxxxx Xxxxxx Xxxxx; Xxxx Xxxxxx; Xxxxx Xxxxxx Xxxxxxxx; Xxxxxxxx Xxxxxx, Xx; Xxxxx Xxxxx Xxxxxx Baytech, LLP 1/15/2007 2,930.05 Vol 190, Pge 643 XX Xxxxxx T&P Survey, Blk 39, T1N, Xxxxxx County, Texas Section 04: All Section 09: All Section 10: All Section 15: N½ Section 16: All TX1050.000 Monta Xx Xxxxx Xxxxxxx, et al Baytech, LLP 7/20/2007 320.00 Vol 205, Pge 576 XX Xxxxxx T&P Survey, Blk 39, T1N, Xxxxxx County, Texas Section 13: S½ Page 7 of 57 Exhibit A-2

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1002.003 Xxxxxxx Xxxxxx and Xxxxx Xxxxxxx, Co-Independent Executors of the Estate of Xxxxx Xxxx Xxxxxx, Deceased Xxxxxxxxxxx Petroleum Properties, Inc. 3/20/2007 2,275.10 DocNo: 2013-2993 AMD Ector Vol 2133, Pge 952 OGL Ector DocNo: 2013-3483 AMD Midland Vol 0000, Xxx 00 XXX Xxxxxxx T&P Survey, Xxx 00, X0X, Xxxxxxx Xxxxxx, Xxxxx Section 10: All Section 11: All Section 13: 276.75 acre tract, Less and Except the 20 acre tract out of the Northeast part of Section 13, more particularly described in Warranty Deed dated July 17. 1936. recorded Volume 56, Page 73, Deed Records of Midland County Section 14: That certain tract of land in the NE¼SE¼ of said Sec 14, described in Warranty Deed dated 5/22/1944 from X. X. Xxxxxxxxx & wife, Xxxxxx Xxxxxxxxx, to X. X. Xxxxxx, recorded in Vol 80, Page 223 of the Deed Records of Midland County, TX, containing 2.0 acres of land, more or less. Section 14: That certain tract of land in the South part of said Sec 14, described by metes and bounds in Warranty Deed dated 1/15/1944 from Xxx. X. X. Xxxx, et al., to X. X. Xxxxxx, recorded in Vol 76, Page 617 of the Deed Records of Midland County, TX, containing 106.35 acres, more or less. Section 15: All, save and except the following two tracts: 7.5 acres of land, more or less, described in a deed dated 3/13/1922 from S. R. McKinney, et ux, to the County Judge of Midland, TX, recorded in Vol 30, Page 431 of the Deed Records of Midland County, TX; and a 10.0 acres of land, more or less, described in a deed dated 1/11/1940 from Mrs. N. Y. Xxxxx, et vir, to Xxxx X. Xxxxxxx, et ux, recorded in Vol 64, Page 523 of the Deed Records of Midland County, TX. TX1002.004 Xxxxx Xxxx Xxxxxx, SSP Xxxxxxxxxxx Petroleum Properties, Inc. 3/20/2007 2,275.10 DocNo: 2013-2993 AMD Ector Vol 2133, Pge 958 OGL Ector DocNo: 2013-3483 AMD Midland Vol 0000, Xxx 00 XXX Xxxxxxx T&P Survey, Xxx 00, X0X, Xxxxxxx Xxxxxx, Xxxxx Section 10: All Section 11: All Section 13: 276.75 acre tract, Less and Except the 20 acre tract out of the Northeast part of Section 13, more particularly described in Warranty Deed dated July 17. 1936. recorded Volume 56, Page 73, Deed Records of Midland County Section 14: That certain tract of land in the NE¼SE¼ of said Sec 14, described in Warranty Deed dated 5/22/1944 from X. X. Xxxxxxxxx & wife, Xxxxxx Xxxxxxxxx, to X. X. Xxxxxx, recorded in Vol 80, Page 223 of the Deed Records of Midland County, TX, containing 2.0 acres of land, more or less. Section 14: That certain tract of land in the South part of said Sec 14, described by metes and bounds in Warranty Deed dated 1/15/1944 from Xxx. X. X. Xxxx, et al., to X. X. Xxxxxx, recorded in Vol 76, Page 617 of the Deed Records of Midland County, TX, containing 106.35 acres, more or less. Section 15: All, save and except the following two tracts: 7.5 acres of land, more or less, described in a deed dated 3/13/1922 from S. R. McKinney, et ux, to the County Judge of Midland, TX, recorded in Vol 30, Page 431 of the Deed Records of Midland County, TX; and a 10.0 acres of land, more or less, described in a deed dated 1/11/1940 from Mrs. N. Y. Xxxxx, et vir, to Xxxx X. Xxxxxxx, et ux, recorded in Vol 64, Page 523 of the Deed Records of Midland County, TX. TX1235.000 Xxxx Xxxxx, Trustee of the Xxxxx Xxx Xxxxx Declaration of Trust, dated June 17, 2010 RSP Permian, L.L.C. 9/12/2012 20.00 Vol 2012, Pge 00000 XXX Xxxxxxx T&P Survey, Blk 41, T2S, Midland County, Texas Section 13: 20 acre tract out of the NE part of section, more particularly described in metes and bounds in that certain Warranty Deed dated July 17, 1936, recorded in Vol 56, Pge 73, Deed Records, Midland County, TX. Page 8 of 57 Exhibit A-2

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1236.000 The State of Texas, through its agent, Rains Family Limited Partnership RSP Permian, L.L.C. 4/22/2013 24.71 DocNo: 2013-20928 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: 5.00 Acres more or less, being the west five (5) acres of land out of that certain 19.69 acre Tract described in that certain Warranty Deed dated October 30, 2012, by and between Rains Real Estate Ltd., Grantor and the Rains Family Limited Partnership, Grantee and recorded as Document 2012-24063 in the County Records of Midland County; TRACT 2: All of that certain 8.15 acres of land out of a 11.43 acre tract of land, and being the same 8.15 acres described in that certain Warranty Deed dated January 3, 2013 by and between Todpat, LLC, Grantor and the Rains Family Limited Partnership, Grantee and recorded as Document 2013-1098 in the County Records of Midland County; TRACT 3: All of the West 11.56 acres of land, more or less, of that certain 23.118 acre tract of land described in that certain Warranty Deed recorded October 25, 2012, by and between Champion Speedway Motor LLC, Grantor and the Rains Family Limited Partnership, Grantee, and recorded as Document 2012-23302 in the County Records of Midland County, and these (3) three tracts are ESTIMATED to comprise in total, 24.71 acres of land, more or less. TX1237.000 The State of Texas, through its agent, Xxxx X. Xxxxx and wife Xxxxx X. Xxxxx RSP Permian, L.L.C. 4/30/2013 0.25 DocNo: 2013-20929 XXX Xxxxxxx X&X Xxxxxx, Xxx 00, X0X, Xxxxxxx Xxxxxx, Xxxxx Section 14: Approximately 0.2500 acres more or less, being that part of that certain 1.142 acre tract of land lying in the North Half of Section 00, Xxxxx 00, X0X, X&X XX Xx. Xxxxxx, Xxxxxxx Xxxxxx Texas, said 1.142 acre Tract being the same land described in that certain Warranty Deed dated February 16, 2006, by and between Xxxxx Xxxxxxx Xxxxx etux etal, Grantor and Xxxx X. Xxxxx, a married man, Grantee and recorded in Vol. 2640 at Page 614 of the Deed Records of Midland County Texas. TX1238.000 The State of Texas, through its agent, F & C Realty Holdings, LLC RSP Permian, L.L.C. 5/7/2013 4.23 DocNo: 2013-20930 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All of Lessor's lands in the N½ of Section 14, including that part of those certain tracts of land described in that certain Warranty Deed dated December 23, 2007 by and between Petroplex Acidizing, Inc., Grantor and F & C Realty Holdings, LLC., Grantee, with said Warranty Deed being recorded in Vol. 2952 at Page 776 of the Deed Records of Midland County, Texas., which lie in the N½ of Section 14. TX1239.000 The State of Texas, through its agent, D & C Xxxxxxx Investments, LLC RSP Permian, L.L.C. 5/9/2013 6.47 DocNo: 2013-20931 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: 0.9600 acres of land, more or less, and being the same lands described in that certain Warranty Deed dated November 4th, 2010 by and between Ed Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx, Grantor and D & C Xxxxxxx Investments, LLC, Grantee, filed as Instrument No. 2010- 22609, 18-Nov-2010, and said lands consisting of Lots 1 and 2 of Block 6 of the Highway Industrial Sites Addition, as shown on that certain Plat filed in Plat Cabinet A, Page 37 of the Plat Records of Midland County Texas. TRACT 2: 5.5099 acres of land, more or less, and being the same lands described in that certain Warranty Deed dated 17-February-2005 by and between Xxxxx Xxxxxxx and Xxxxxxx Xxxxxxx, Grantor and D & C Xxxxxxx Investments, LLC, Grantee, filed in Vol 2480 at Page 596 of the Deed Records of Midland County, Texas, and said lands consisting of Lots 10, 11, 12, 13, 14, 15, 16, 17 and 18 of Block 6 of the Highway Industrial Sites Addition, as shown on that certain Plat filed in Plat Cabinet A, Page 37 of the Plat Records of Midland County Texas. Page 9 of 57 Exhibit A-2

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1240.000 The State of Texas, through its agent, Xxxxxx Development Company, Inc. RSP Permian, L.L.C. 5/1/2013 6.06 DocNo: 2013-20932 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: 3.306 acres more or less, being that part of a certain 5.51 acre tract of land lying in the N½ of Section 14 and being described in that certain Warranty Deed dated November 4th, 1998, by and between Halliburton Energy Services, Inc., Grantor and Xxxxxx Development Company, Inc., Grantee and recorded in Vol. 1622 Page 475 in the Deed Records of Midland County, Texas. TRACT 2: 2.755 acres more or less, being that part of a certain 3.94 acre tract of land lying in the N½ of Section 14 and being described in that certain Warranty Deed dated October 16, 1989 by and between the Federal Deposit Insurance Corporation, Grantor and Xxxxxx Development Company, Inc., Grantee and recorded in Vol. 1021 at Page 593 in the Deed Records of Midland County, Texas. TX1241.000 The State of Texas, through its agent, Bubba Properties, LLC, successor in name and title to BS Properties LLC RSP Permian, L.L.C. 4/29/2013 2.00 DocNo: 2013-20933 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: 2.000 acres more or less, being that part of the West 6.20 acre tract of a certain 9.91 acre Tract, lying in the N½ of Section 14 being the same land described in that certain Warranty Deed dated May 6, 2002, by and between Xxxxx X Xxxxxxxx, Grantor and BS Properties LLC Grantee and recorded in Vol. 1992 at Page 443 of the Deed Records of Midland County Texas. TX1242.000 The State of Texas, through its agent, Xxxxx X. Xxxx and Xxxxxx X. Xxxx, husband and wife RSP Permian, L.L.C. 5/22/2013 1.00 DocNo: 2013-20934 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: A one (1) acre tract of land, more or less, lying in the N½ of Section 14 and being described as Xxxx 00, 00, 00 xxx 00 xx Xxxxx 17 of the Highway Industrial Sites Addition, Second Filing, to Midland Texas, said Tracts shown on Plat described Vol. 294 Page 1 and being the same lands described in that certain Warranty Deed dated June 27, 2006, by and between Xxxxx X. Xxxxx, Grantor and Xxxxx X. Xxxx and Xxxxx X. Xxxx, Grantee and recorded in Vol. 2705 at Page 262 of the Deed Records of Midland County Texas. TX1243.000 The State of Texas, through its agent, Xxxxx Xxxxxxx dba Radco Imaging Technologies RSP Permian, L.L.C. 5/22/2013 1.04 DocNo: 2013-20935 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: Approximately 0.7399 acres of land more or less, lying in the N½ of Section 14, being Lots 6 of Block 11 of the Highway Industrial Sites Addition, to Midland Texas, said Tracts shown in Plat Cabinet A Page 37 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated April 4, 1986, by and between the Estate of Xxxx Xxxx Xxxxxxx, deceased, Grantor and Xxxxx Xxxxxxx dba Radco Imaging Technologies, Grantee and recorded in Vol. 888 at Page 464 of the Deed Records of Midland County Texas. TRACT 2: Approximately 0.297 acres of land more or less, lying in the N½ of Section 14, being the west part of Lot 7 and 8 of Block 11 of the Highway Industrial Sites Addition, to Midland Texas, said Tract described by metes and bounds in that certain Warranty Deed dated October 26, 1989, by and between First State Bank of Odessa, N.A., Grantor and Xxxxx Xxxxxxx dba Radco Imaging Technologies, Grantee and recorded in Vol. 1022 at Page 336 of the Deed Records of Midland County Texas. Page 10 of 57 Exhibit A-2

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1244.000 The State of Texas, through its agent, Xxxxxx X. Xxxx Xx., Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxxx, Xxxxxx Xxxx and Xxxxxxxx X. Dancer each Individually as devisees under the the Estate of Xxxxxxxx Xxxx, deceased RSP Permian, L.L.C. 5/28/2013 2.03 DocNo: 2013-20936 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: 0.5000 acres of land, more or less, lying in the N½ of Section 14, being Lots 7 and 8 of Block 17 of the Highway Industrial Sites Addition, Second Filing to Midland Texas, said Tracts shown on Plat described Vol. 294 Page 1 and the same lands described in that certain Warranty Deed dated April 6, 1965, by and between Xxxxxx X Xxxxxx, Grantor and X.X. Xxxx and Xxxxxxxx Xxxx, Grantee and recorded in Vol. 445 at Page 93 of the Deed Records of Midland County Texas. TRACT 2: 0.5000 acres of land, more or less, lying in the N½ of Section 14, being Lots 9 and 10 of Block 17 of the Highway Industrial Sites Addition, Second Filing to Midland Texas, said Tracts shown on Plat described Vol. 294 Page 1 and the same lands described in that certain Warranty Deed dated July 16, 1968, by and between Xxxx X Xxxxxx etux Xxxx, Grantor and Xxxxxx X. Xxxx and Xxxxxxxx Xxxx, Grantee and recorded in Vol. 502 at Page 32 of the Deed Records of Midland County Texas. TRACT 3: 1.02995 acres of land, more or less, lying in the N½ of Section 14, being Xxxx 0, 0, 0 xxx 0 xx Xxxxx 18 of the Highway Industrial Sites Addition, Second Filing to Midland Texas, said Tracts shown on Plat described Vol. 294 Page 1 and the same lands described in that certain Warranty Deed dated March 20, 1964, by and between F.R. Xxxxxxxxx, Grantor and Xxxxxx X. Xxxx and Xxxxxxxx Xxxx, Grantee and recorded in Vol. 424 at Page 409 of the Deed Records of Midland County Texas. TX1245.000 The State of Texas, through its agent, Xxxxx X. Xxxxxxxxx and Xxxxxxxxxx Xxxxxxxxx, husband and wife RSP Permian, L.L.C. 5/15/2013 1.67 DocNo: 2013-20937 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All lands owned by Agent in the N½ of Section 14,including Xxxx 0, 0 xxx 0 xx Xxxxx 7 Highway Industrial Sites Addition in Midland County Texas, the Plat of which is filed in Volume 235, Page 267, Deed Records of Midland County Texas, being a part of those certain tracts of land described in that certain Warranty Deed dated December 2, 1978, by and between Xxx Xxx Xxxx etux Xxxxx Xxxx, Grantor and Xxxxx X. Xxxxxxxxx and Xxxxxxxxx Xxxxxxxxx, Grantee, with said Warranty Deed being recorded in Vol. 650 at Page 89 of the Deed Records of Midland County, Texas. TX1246.000 The State of Texas, through its agent, Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx, Trustees of the Xxxxxxx Trust dated July 14, 1998 RSP Permian, L.L.C. 5/29/2013 0.92 DocNo: 2013-20938 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: approximately 0.366 acres of land more or less, lying in the N½ of Section 14, being the West part of Lots 8 and 9 of Block 11 of the Highway Industrial Sites Addition, to Midland Texas, said Tracts shown in Plat Cabinet A Page 37 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated July 14, 1998, by and between the Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx, Grantor and the Xxxxxxx Trust, Grantee and recorded in Vol. 1586 at Page 547 of the Deed Records of Midland County Texas. TRACT 2: approximately 0.54931 acres of land more or less, lying in the N½ of Section 14, being Lot 9 and 10 of Block 8 of the Highway Industrial Sites Addition, to Midland Texas, and being the same lands described in that certain Warranty Deed dated July 14, 1998, by and between the Xxxxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx, Grantor and the Xxxxxxx Trust, Grantee and recorded in Vol. 1586 at Page 547 of the Deed Records of Midland County Texas. Page 11 of 57 Exhibit A-2

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1247.000 The State of Texas, through its agent, Todpat Properties LLC RSP Permian, L.L.C. 4/30/2013 3.28 DocNo: 2013-20939 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All of that certain 3.280 acres of land, more or less, out of the N½ of Section 14, as described in that certain Warranty Deed dated January 14, 2013 by and between Todpat, LLC, Grantor and Todpat Properties, LLC, Grantee and recorded as Document 2013-3795 in the County Records of Midland County Texas. TX1248.000 The State of Texas, through its agent, Xxxxxx Xxx Xxxxxxx RSP Permian, L.L.C. 5/15/2013 0.63 DocNo: 2013-20940 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All of Agents land in the N½ of Section 14 including Lots 11 and 12, of Block 12 of the Highway Industrial Sites Addition in Midland County Texas, the Plat of which is filed in Cabinet A, Pg 37, Plat Records of Midland County Texas, and being those certain tracts of land described in (a) that certain Warranty Deed dated April 28, 2005 by and between Xxxxxxx Xxxxxx 0lliff et al, Grantor and Xxxxxx X. Xxxxxxx, Grantee, with said Warranty Deed being recorded in Vol. 2510 Pag 828 of the Official Public Records of Midland County, Texas and (b) that certain Warranty Deed dated January 6, 1967 by and between Theo. Y Xxxx, et ux, Xxxxxx Xxxx, Grantor and Xxxxxx X. Xxxxxxx etuc Xxxxxx Xxx Xxxxxxx, Grantee, with said Warranty Deed being recorded in Vol. 477 Pag 480 of the Deed Records of Midland County, Texas TX1249.000 The State of Texas, through its agent, MO Racing, Inc. RSP Permian, L.L.C. 4/22/2013 10.65 DocNo: 2013-20941 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: 10.6353 acres more or less, being that part of a certain 11.817 acre tract of land lying in the N½ of Section 14, being described in that certain Warranty Deed dated December 20, 2002, by and between Rimrock Race Corp., Grantor and MO Racing Inc., Grantee and recorded in Vol. 2093 at Page 329 of the Deed Records of Midland County Texas. TRACT 2: 0.0170 acres more or less, being that part of a certain 0.17 acre tract of land lying in the N½ of Xxxxxxx 00, Xxxxx 41, T-2-S, T&P RR Co. Survey, being described in that certain Warranty Deed dated January 27, 2007, by and between Xxxxxx Development Company, Grantor and MO Racing Inc., Grantee and recorded in Vol. 2803 at Page 247 of the Deed Records of Midland County Texas. TX1250.000 The State of Texas, through its agent, Xxxx X. Xxxxxxxxx and Xxxxx X. Story RSP Permian, L.L.C. 5/8/2013 4.04 DocNo: 2013-20942 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: 3.5399 acres of land, more or less, consisting of Xxxx 0, 0, 0, 0, 0, 0, 00, 00, 00 and 13 of Block 16 of the Highway Industrial Sites Addition, Second Filing, as shown on that certain Plat recorded April 25, 1958 filed in Vol. 294 Page 1 of the Deed/Plat Records of Midland County Texas, being the same lands described in that certain Warranty Deed dated February 2, 1966 by and between X.X. Xxxxxxx et ux Xxxxxxx Xxxxxxx, Grantor and Xxxxxxx 0. Story et ux Xxxxx Xxx Story, Grantee, filed 2-Feb-1966 as Instrument No. 1269, in the Deed Records of Midland County Texas, and Xxxx 0, 0, 00, xxx 00 xx Xxxxx 16 of the Highway Industrial Sites Addition, Second Filing, as shown on that certain Plat recorded April 25, 1958 filed in Vol. 294 Page 1 of the Deed/Plat Records of Midland County Texas, being the same lands described in that certain Warranty Deed dated August 1st, 2007 by and between R. Xxxxx Story, Independent Executor of the Estate of Xxxxx Xxx Story deceased, Grantor and Xxxxx Xxxxxxx Story et al, Grantee, filed in Vol. 2907 at Page 435 of the Deed Records of Midland County, TX. TRACT 2: 0.49696 acres of land, more or less, consisting of Lots 5 and 6 of Block 17 of the Highway Industrial Sites Addition, Second Filing, as shown on that certain Plat recorded April 25, 1958 filed in Vol. 294 Page 1 of the Deed/Plat Records of Midland County Texas and being the same lands described in that certain Warranty Deed dated February 20, 1967 by and between X X Xxxxxx et ux Xxx Xxxxxx, Grantor and Xxx Xxxx Story, Grantee, filed 24-Feb-1967 as Instrument No. 1695, in the Deed Records of Midland County, TX. Page 12 of 57 Exhibit A-2

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1251.000 The State of Texas, through its agent, Xxxx X. Xxxxx and Xxxxx X. Xxxxx, husband and wife RSP Permian, L.L.C. 5/15/2013 1.13 DocNo: 2013-20943 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All lands owned by Agent in the N½ of Section 14,including Xxxx 00, 00 xxx 00, xx Xxxxx 12 of the Highway Industrial Sites Addition in Midland County Texas, the Plat of which is filed in Cabinet A, Pg 37, Plat Records of Midland County Texas, and being those certain tracts of land described in that certain Warranty Deed dated August 12, 2011, by and between Xxxxxx Xxxxx etux Xxxxxxx X. Xxxxx, Grantor and Xxxx X. Xxxxx, a married man, Grantee, with said Warranty Deed being recorded as Document No. 2011-16693 in the Official Public Records of Midland County, TX. TX1252.000 The State of Texas, through its agent, Midessa Heights Baptist Church RSP Permian, L.L.C. 5/20/2013 1.56 T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: approx. 0.39026 acres of land more or less, lying in the N½ of Section 14, being Lots 5 of Block 8 of the Highway Industrial Sites Addition, and the same lands described in that certain Warranty Deed dated March 26, 1963, by and between Geo. X. Xxxxx, Grantor and Terminal Baptist Church, Grantee and recorded in Vol. 432 at Page 384 (Doc No. 9692) of the Deed Records of Midland County Texas. TRACT 2: approx. 1.17079 acres of land more or less, lying in the N½ of Section 14, being Xxxx 0, 0 xxx 0 xx Xxxxx 8 of the Highway Industrial Sites Addition, and the same lands described in that certain Warranty Deed dated March 26, 1963, by and between Geo. X. Xxxxx, Grantor and Terminal Baptist Church, Grantee and recorded in Vol. 432 at Page 385 (Doc No. 9693) of the Deed Records of Midland County Texas. TX1253.000 The State of Texas, through its agent, Xxxxxx XxXxxx, feme sole RSP Permian, L.L.C. 5/22/2013 0.26 DocNo: 2013-20944 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All of that approximately .26299 acres of land more or less, lying in the N½ of Section 14, being Lots 1 of Block 18 of the Highway Industrial Sites Addition, Second Filing, to Midland Texas, said Tracts shown on Plat described Vol. 294 Page 1 and being the same lands described in that certain Warranty Deed dated July 3rd, 1985, by and between Xxxx XxXxxx, Grantor and Xxxxxx XxXxxx, Grantee and recorded in Vol. 998 at Page 63 of the Deed Records of Midland County Texas. TX1254.000 The State of Texas, through its agent, Xxxxx Xxx Xxxxxxx RSP Permian, L.L.C. 6/3/2013 0.82 DocNo: 2013-20945 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All of that approximately .8199 acres of land more or less, lying in the N½ of Section 14, being all of Lots 5 of Block 11 of the Highway Industrial Sites Addition in Midland County Texas, the Plat of which is filed in Cabinet A, Pg 37, Plat Records of Midland County Texas, and being those certain tracts of land described in that certain Warranty Deed dated October 7, 2003 by and between Xxxxxxx Xxxxx Xxxxxx etux Xxxxxxxxx Xxxxxx, Grantor and Xxxxx Xxx Xxxxxxx, Grantee, with said Warranty Deed being recorded in Vol. 2255 Pg 32 of the Official Public Records of Midland County, Texas. Page 13 of 57 Exhibit A-2

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1255.001 The State of Texas, through its Agent,Xxxxx Xxx Xxxx a single woman individually and as a remainderman under the Est. of Xxxxx X. Xxxxxxx deceased; Xxxxx Xxx Xxxxx, individually and as a remainderman under the Est. of Xxxxx X. Xxxxxxx deceased; Xxxxx Xxxxxxx, a widower RSP Permian, L.L.C. 6/5/2013 1.08 DocNo: 2013-20946 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: Tract 1: a 2/3rd interest in all of that allof that approximate 0.58000 acres of land more or less, lying in the N½ of Section 14, being Xxx 0 xx Xxxxx 00 xx xxx Xxxxxxx Xxxxxxxxxx Sites Addition to Midland, Texas, said Tract is shown on Plat described Vol. 235 Page 267 of the Deed Records of Midland County, Tx, and the same lands described in that certain Warranty Deed dated April 4, 1978, by and between Xxxxx Xxxxxx, Grantor and Xxxxx Xxxx Xxxxxxx, Xxxxx Xxx Xxxx and Xxxxx X. Xxxxxxx, Grantee and recorded in Vol. 644 at Page 204 of the Deed Records of Midland County, TX Tract 2: a 1/4th interest in all of that allof that approximate 0.50000 acres of land more or less, lying in the N½ of Section 14, being the North 16.77 ft. of Lot 9 and all of Lot 10 save and except the North 40 ft. thereof in Block 12 of the Highway Industrial Sites Addition to Midland, Texas, said Tract is shown on Plat described Vol. 235 Page 267 of the Deed Records of Midland County, Texas, and the same lands described in that certain Warranty Deed dated April 3, 1963, by and between F R Xxxxxxxxx et al, Grantor and the Century Trust Company Grantee and recorded in Vol. 402 at Page 251 of the Deed Records of Midland County, TX. TX1255.002 The State of Texas, through its Agent, Xxxxx X. Xxxxxxx RSP Permian, L.L.C. 6/5/2013 0.50 DocNo: 2013-20947 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: A 1/4th interest in all of that allof that approximate 0.50000 acres of land more or less, lying in the N½ of Section 14, being the North 16.77 ft. of Lot 9 and all of Lot 10 save and except the North 40 ft. thereof in Block 12 of the Highway Industrial Sites Addition to Midland, Texas, said Tract is shown on Plat described Vol. 235 Page 267 of the Deed Records of Midland County, Texas, and the same lands described in that certain Warranty Deed dated April 3, 1963, by and between F R Xxxxxxxxx et al, Grantor and the Century Trust Company Grantee and recorded in Vol. 402 at Page 251 of the Deed Records of Midland County, TX. TX1255.003 The State of Texas, through its agent, Xxxxxx X. Xxxxxxx RSP Permian, L.L.C. 6/5/2013 0.50 DocNo: 2013-20948 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: A 1/4th interest in all of that allof that approximate 0.50000 acres of land more or less, lying in the N½ of Section 14, being the North 16.77 ft. of Lot 9 and all of Lot 10 save and except the North 40 ft. thereof in Block 12 of the Highway Industrial Sites Addition to Midland, Texas, said Tract is shown on Plat described Vol. 235 Page 267 of the Deed Records of Midland County, Texas, and the same lands described in that certain Warranty Deed dated April 3, 1963, by and between F R Xxxxxxxxx et al, Grantor and the Century Trust Company Grantee and recorded in Vol. 402 at Page 251 of the Deed Records of Midland County, TX. Page 14 of 57 Exhibit A-2

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1255.004 The State of Texas, through its agent, Xxxxx Xxxx Xxxxxxx, a widow RSP Permian, L.L.C. 6/5/2013 0.53 DocNo: 2013-20949 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: Tract 1: a 100% interest in all of that approximate 0.53000 acres of land more or less, lying in the N½ of Section 14, being Xxx 0 xx Xxxxx 00 xx xxx Xxxxxxx Xxxxxxxxxx Sites Addition to Midland, Texas, save and except the North 16.77 ft. thereof, said Tract is shown on Plat described Vol. 235 Page 267 of the Deed Records of Midland County, Tx, and is the same lands described in that certain Warranty Deed dated April 28, 1966, by and between Xxxxx X. Xxxxxxx et ux Xxxxxx X. Xxxxxxx, Grantor and Xxxx X. Xxxxxxx et ux Xxxxx X. Xxxxxxx, Grantee and recorded in Vol. 466 at Page 327 of the Deed Records of Midland County, Texas. Tract 2: a 1/3rd interest in all of that All of that approximate 0.58000 acres of land more or less, lying in the N½ of Section 14, being Xxx 0 xx Xxxxx 00 xx xxx Xxxxxxx Xxxxxxxxxx Sites Addition to Midland, Texas, said Tract is shown on Plat described Vol. 235 Page 267 of the Deed Records of Midland County, Tx, and the same lands described in that certain Warranty Deed dated April 4, 1978, by and between Xxxxx Xxxxxx, Grantor and Xxxxx Xxxx Xxxxxxx, Xxxxx Xxx Xxxx and Xxxxx X. Xxxxxxx, Grantee and recorded in Vol. 644 at Page 204 of the Deed Records of Midland County, Texas. Tract 3: a 1/4th interest in all of that All of that approximate 0.50000 acres of land more or less, lying in the N½ of Section 14, being the North 16.77 ft. of Lot 9 and all of Lot 10 save and except the North 40 ft. thereof in Block 12 of the Highway Industrial Sites Addition to Midland, Texas, said Tract is shown on Plat described Vol. 235 Page 267 of the Deed Records of Midland County, Texas, and the same lands described in that certain Warranty Deed dated April 3, 1963, by and between F R Xxxxxxxxx at al, Grantor and the Century Trust Company Grantee ,and recorded in Vol. 402 at Page 251 of the Deed Records of Midland County, Texas. TX1256.000 The State of Texas, through its agent, Hawk Equipment and Manufacturing, Inc. RSP Permian, L.L.C. 5/13/2013 0.46 DocNo: 2013-20950 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All of that approximately 0.45798 acres of land more or less, lying in the N½ of Section 14, being in the East part of Xxxx 0, 0 xxx 0 xx Xxxxx 11 of the Highway Industrial Sites Addition, to Midland Texas, said Tracts shown in Plat Cabinet A Page 37 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated September 16, 1996, by and between 1st State Bank of Odessa, N.A., Grantor and Hawk Equipment and Manufacturing, Inc., Grantee and recorded in Vol. 994 at page 324 of the Deed Records of Midland County Texas. TX1257.000 The State of Texas, through its agent, Xxxx Xxxxx and Xxxxx Xxxxx, husband and wife RSP Permian, L.L.C. 5/22/2013 0.76 DocNo: 2013-20951 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: .76099 acres of land more or less, lying in the N½ of Section 14, being Xxxx 0, 0 xxx 0 xx Xxxxx 18 of the Highway Industrial Sites Addition, Second Filing, to Midland Texas, said Tracts shown on Plat described Vol. 294 Page 1 and being the same lands described in that certain Warranty Deed dated October 11, 1989, by and between Xxxxxx Xxxxx, Grantor and Xxxx Xxxxx, Grantee and recorded in Vol. 1020 at Page 685 of the Deed Records of Midland County Texas. TX1258.000 The State of Texas, through its agent, Connie Fullen and Charlee Fallen RSP Permian, L.L.C. 5/15/2013 1.78 DocNo: 2013-20952 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: 1.7765 acres of land, more or less, consisting of Lots 1, 2. 3, 4 and 5 of Block 14 and Lots 1 and 2 of Block 15 of the Highway Industrial Sites Addition, Second Filing, as shown on that certain Plat recorded April 25, 1958 filed in Vol. 294 Page 1 of the Deed/Plat Records of Midland County Texas, being the same lands described in that certain Warranty Deed dated October 30, 2007 by and between John G Burnett. Grantor and Connie Fullen and Charlee Davidson. Grantee, filed in Vol. 2954 at Page 738 of the Deed Records of Midland County Texas Page 15 of 57 Exhibit A-2

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1259.000 The State of Texas, through its agent, Jack Cunningham RSP Permian, L.L.C. 6/13/2013 0.79 DocNo: 2013-20953 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: approximately 0.32197 acres of land more or less, lying in the N½ of Section 14, being in the East part of Lots 7, 8 and 9 of Block 11 of the Highway Industrial Sites Addition, to Midland Texas, said Tracts shown in Plat Cabinet A Page 37 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated September 16, 1996, by and between Barbara Miller, Grantor and Jack Cunningham, Grantee and recorded August 10, 2009 as Document Number 2009-16824 in the Deed Records of Midland County Texas. TRACT 2: approximately 0.46799 acres of land more or less, lying in the N½ of Section 14, being in the East part of being Lot 7, 8 and 9 of Block 11 of the Highway Industrial Sites Addition, to Midland Texas, lying adjacent to and west of Tract 1 (above) and being the same lands described in that certain Warranty Deed dated January 27, 1989, by and between the 15t State Bank of Odessa, N.A., Grantor and Jack Cunningham, a single man, Grantee and recorded in Vol. 993 at Page 519 of the Deed Records of Midland County Texas. TX1260.000 The State of Texas, through its agent, Gary R. Fullen Sr. and Karen D. Fullen, husband and wife RSP Permian, L.L.C. 5/22/2013 1.00 DocNo: 2013-20954 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: approximately 0.74499 acres of land more or less, lying in the N½ of Section 14, being Lots 2, 3 and 4 of Block 17 of the Highway Industrial Sites Addition, Second Filing, to Midland Texas, said Tracts shown on Plat described Vol. 294 Page 1 and being the same lands described in that certain Warranty Deed dated July 24, 2008, by and between the Estate of Audrey Hope Priddy, deceased, Grantor and Gary R Fullen Sr., a married man, Grantee and recorded in Vol. 3086 at Page 492 of the Deed Records of Midland County Texas. TRACT 2: approximately 0.25798 acres of land more or less, lying in the N½ of Section 14, being Lot 1 of Block 17 of the Highway Industrial Sites Addition, Second Filing, to Midland Texas, said Tracts shown on Plat described Vol. 294 Page 1 and being the same lands described in that certain Warranty Deed dated April 8, 2005, by and between David R. Fullen Sr. et ux Edna Fullen, Grantor and Gary Ray Fullen, Grantee and recorded in Vol. 2518 at Page 322 of the Deed Records of Midland County Texas. TX1261.000 The State of Texas, through its agent, David R. Fullen Sr. and Edna Fullen, husband and wife RSP Permian, L.L.C. 5/22/2013 1.14 DocNo: 2013-20955 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: 0.25798 acres of land, more or less,lying in the N½ of Section 14, being Lots 16 of Block 17 of the Highway Industrial Sites Addition, Second Filing, to Midland Texas, said Tracts shown on Plat described Vol. 294 Page 1 and being the same lands described in that certain WD dated June 12, 1985, by and between Janice McEwin, Grantor and David R Fullen Sr. and Edna Fullen, Grantee and recorded in Vol. 860 at Page 352 of the Deed Records of Midland County Texas. TRACT 2: 0.24800 acres of land, more or less, lying in the N½ of Section 14, being Lot 15 of Block 17 of the Highway Industrial Sites Addition, Second Filing, to Midland Texas, said Tracts shown on Plat described Vol. 294 Page 1 and being the same lands described in that certain WD dated Jan 20, 1973, by and between Bill McEwin et ux Janice McEwin, Grantor and Edna Fullen, as her sole and separate property, Grantee and recorded in Vol. 564 at Page 47 of the Deed Records of Midland County Texas. TRACT 3: 0.63000 acres of land, more or less, lying in the N½ of Section 14, being Lot 8 of Block 6 of the Highway Industrial Sites Addition, Second Filing, to Midland Texas, said Tracts shown on Plat described Vol. 294 Page 1 and being the same lands described in that certain WD dated September 26, 1986, by and between Henry L. and Sherry L. Corder, Grantor and Edna R. Fullen, Grantee and recorded in Vol. 905 at Page 213 of the Deed Records of Midland County Texas. Page 16 of 57 Exhibit A-2

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1262.000 The State of Texas, through its agent, James H. Sellers and Olivia Langer Sellers RSP Permian, L.L.C. 6/17/2013 2.00 DocNo: 2013-20956 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: 1.95863 acres of land, more or less, lying in the N½ of Section 14, being Lots 12, 14, 15, 16 and the East Ninety feet of Lot 13 of Block 8 of the Highway Industrial Sites Addition, to Midland Texas, said Tracts shown on Plat described Vol. 235 Page 267 and being the same lands described in that certain Warranty Deed dated July 2, 1980, by and between Rex Vandeventer and June Randall Golden, Grantor and James H. Sellers, Grantee and recorded in Vol. 686 at Page 739 of the Deed Records of Midland County Texas. TRACT 2: 0.041322 acres of land, more or less, lying in the N½ of Section 14, being the West Ten feet of Lot 13 of Block 8 of the Highway Industrial Sites Addition, to Midland Texas, said Tracts shown on Plat described Vol. 235 Page 267 and being the same lands described in that certain Warranty Deed dated July 24, 1980, by and between Nellie M. McConnell, a widow, Grantor and James H. Sellers and Olivia Langer Sellers, Grantee and recorded in Vol. 686 at Page 741 of the Deed Records of Midland County Texas. TX1263.000 The State of Texas, through its agent, Richard E. Brown and Rosalie J. Brown, husband and wife RSP Permian, L.L.C. 6/13/2013 1.57 DocNo: 2013-20957 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: 1.5699 acres of land more or less, lying in the N½ of Section 14, being described as Lots 3, 4 and 5 of Block 6 of the Highway Industrial Sites Addition, to Midland Texas, said Tracts shown in Plat Cabinet A Page 37 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated September 20, 1968, by and between Bob Adams as AIF for Ruska Manley, a feme sole, Grantor and Richard E. Brown and Rosalia J. Brown, Grantee and recorded October 3rd, 1968 as Document No. 9221 in the Deed Records of Midland County Texas. TX1264.000 The State of Texas, through its agent, Russell F. Sailler and Teresa R. Sailler, husband and wife RSP Permian, L.L.C. 6/17/2013 1.56 DocNo: 2013-20958 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: 1.56097 acres of land more or less, lying in the N½ of Section 14, being Lots 10, 11, 12 and 13 of Block 5 of the Highway Industrial Sites Addition, to Midland Texas, said Tracts shown in Plat recorded in Vol. 235 at Page 267 of the Deed Records of Midland County and being the same lands described in that certain Warranty Deed dated December 20, 1983, by and between Cecil F. Howard and Peggy June Howard, Grantor and Russell F. Sailler, Grantee and recorded in Vol. 805 at page 418 of the Deed Records of Midland County Texas. TX1265.000 The State of Texas, through its agent, David E. Butcher and Velett A. Butcher, husband and wife RSP Permian, L.L.C. 6/13/2013 2.62 DocNo: 2013-20959 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: 2.23057 acres of land more or less, lying in the N½ of Section 14, being Lots 6 and 7 of Block 6 of the Highway Industrial Sites Addition, to Midland Texas, said Tracts shown in Plat Cabinet A Page 37 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated December 12, 1967, by and between Robert Adams and Mildred Adams, Grantor and David E. Butcher and Veletta Butcher, Grantee and recorded in Vol. 491 at Page 659 in the Deed Records of Midland County Texas. TRACT 2: 0.3899 acres of land more or less, lying in the N½ of Section 14, being Lot 14 of Block 5 of the Highway Industrial Sites Addition, to Midland Texas, said Tracts shown in Plat Cabinet A Page 37 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated September 8, 1994, by and between The Fasken Foundation, Grantor and David E. Butcher and Veletta Butcher, Grantee and recorded in Vol. 1250 at Page 378 in the Deed Records of Midland County Texas. Page 17 of 57 Exhibit A-2

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1266.000 The State of Texas, through its agent, Santiago S. Roman and Elsa Roman, husband and wife RSP Permian, L.L.C. 6/17/2013 1.00 DocNo: 2013-20960 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: 1.0 acre of land, more or less, lying in the N½ of Section 14, being described as that part of Lots 1, 2, 3 and Lot 4 save and except the West ten feet thereof, of Block 8 of the Highway Industrial Sites Addition to Midland Texas, said Tracts shown in Plat Cabinet A Page 37 of the Plat Records of Midland County and being that part of the approximate 1.5600 acres of land described in that certain Warranty Deed dated September 8, 2006, by and between Barbara Harris, Grantor and Santiago S. Roman and Elsa Roman, Grantee and recorded in Vol. 2741 at Page 558 of the Public Records of Midland County Texas. TX1267.000 The State of Texas, through its agent, Charles Dreibrodt and Dawn Dreibrodt RSP Permian, L.L.C. 6/24/2013 0.34 DocNo: 2013-20961 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: 0.34401 acres of land, more or less, lying in the N½ of Section 14, being the North 150 Ft of Lot 11 of Block 8 of the Highway Industrial Sites Addition, to Midland Texas, said Tract shown in Plat of record in Volume 394 Page 1 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated June 25th, 2010 by and between Palmetto Solutions, LLC, Grantor and Charles Dreibrodt and Dawn Dreibrodt, Grantee and recorded June 30th, 2010 as Document No. 2010-12598 in the Public Records of Midland County Texas. TX1268.000 The State of Texas, through its agent, Linda Friss RSP Permian, L.L.C. 6/24/2013 0.51 DocNo: 2013-20962 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: 0.50599 acres of land, more or less, lying in the N½ of Section 14, being Lots 15 and 16 of Block 15 of the Highway Industrial Sites Addition, to Midland Texas, said Tracts shown in Plat Cabinet A Page 37 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated June 1st, 2009, by and between Nat Rodriguez and Ruby Rodriguez, Grantor and Linda Friss, Grantee and recorded June 5th, 2009 as Document No. 2009-11757 in the Public Records of Midland County Texas. TX1269.000 The State of Texas, through its agent, Connie Elaine Thompson RSP Permian, L.L.C. 6/24/2013 0.25 DocNo: 2013-20963 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: 0.24800 acres of land, more or less, lying in the N½ of Section 14, being Lot 3 of Block 15 of the Highway Industrial Sites Addition, to Midland Texas, said Tract shown in Plat Cabinet A Page 37 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated September 22nd, 1993 by and between Claude L. Dauster Jr., and wife Ruth G. Dauster, Grantor and Charles Craig Thompson and wife Connie Elaine Thompson, Grantee and recorded September 22nd, 1993 in Vol. 1176 at Page 564 of the Deed Records of Midland County Texas. TX1270.000 The State of Texas, through its agent, Paul Lawson RSP Permian, L.L.C. 6/24/2013 0.26 DocNo: 2013-20964 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: .25798 acres of land, more or less, lying in the N½ of Section 14, being Lot 1 of Block 16 of the Highway Industrial Sites Addition to Midland Texas, said Tracts shown on Plat described Vol. 294 Page 1 and being the same lands described in that certain Contract for Deed dated December 16th, 2003, by and between Vada Gaines Pendergrass, Grantor, and Paul Lawson, Grantee, and recorded in Vol. 2302 at Page 691 of the Deed Records of Midland County Texas. TX1271.000 The State of Texas, through its agent, Prime Time Christian Broadcasting, Inc. RSP Permian, L.L.C. 4/22/2013 3.51 DocNo: 2013-20965 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All of lands lying in the N½ of Section 14, including but not necessarily limited to that part of a certain tract of land as described as 4.39 acres of land, more or less, lying within the boundaries of the North Half of Section 14, and the said 4.39 acre tract described in that certain Warranty Deed dated to be effective 23 December 1993 by and between Allen Garrett Individually and D/B/A GBH Sales, Grantor and Prime Time Christian Broadcasting, Inc., Grantee, with said Warranty Deed being recorded in Vol. 1189 at Page 451 of the Deed Records of Midland County, Texas. Page 18 of 57 Exhibit A-2

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1272.000 The State of Texas, through its agent, Paul B. Tefteller and Melinda R. Tefteller RSP Permian, L.L.C. 6/24/2013 0.76 DocNo: 2013-20966 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: 0.75801 acres of land, more or less, lying in the N½ of Section 14, being Lots 9, 10 and 11 of Block 15 of the Highway Industrial Sites Addition, to Midland Texas, said Tracts shown in Plat Cabinet A Page 37 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated April 16th, 2003, by and between Wayne Stewart and Jessica Stewart, Grantor and Paul Tefteller and Lindi Tefteller, Grantee and recorded in Vol. 2167 at Page 844 of the Deed Records of Midland County Texas. TX1273.000 The State of Texas, through its agent, Kenneth R. Thorp, a married man dealing in his separate property RSP Permian, L.L.C. 6/24/2013 0.50 DocNo: 2013-20967 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: 0.49600 acres of land, more or less, lying in the N½ of Section 14, being Lots 5 and 12 of Block 15 (INCORRECTLY SHOWN AS BLOCK 5 IN WARRANTY DEED ) of the Highway Industrial Sites Addition, to Midland Texas, said Tracts shown in Plat Cabinet A Page 37 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated October 29th, 1999, by and between Viva Edna Bolton, Grantor and Kenneth R. Thorp and wife Gabriela Avila Thorp, Grantee and recorded in Vol. 1723 at Page 294 in the Deed Records of Midland County Texas. TX1274.000 The State of Texas, through its agent, Tim Baum RSP Permian, L.L.C. 6/13/2013 0.47 DocNo: 2013-20968 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: 0.46999 acres of land, more or less, lying in the N½ of Section 14, being Lot 10 of Block 12 of the Highway Industrial Sites Addition, to Midland Texas, said Tracts shown in Plat Cabinet A Page 37 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated November 28, 2001, by and between Matured Tax Lien Foreclosure Fund L.L.C., Grantor, and Tim Baum, Grantee, and recorded in Vol. 1932 at page 387 of the Deed Records of Midland County Texas. TX1275.000 The State of Texas, through its agent, Bobby D. Fambrough and Carrie C. Fambrough RSP Permian, L.L.C. 6/18/2013 0.08 DocNo: 2013-20969 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: 0.077998 acres of land, more or less, lying in the N½ of Section 14 being that part of Lot 16 of Block 5 of the Highway Industrial Sites Addition, to Midland Texas, which lays in the N½ of Section 14. Sid Lot 15 of Block 5 shown in Plat of record in Volume 394 Page 1 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated May 21st, 1998 by and between Bankers Trust Company, Trustee for American Housing Trust IX, Grantor and Bobby D. and Carrie C. Fambrough, Grantee and recorded July 6th, 1998, as Document No. 1998-12618 and recorded in Vol. 1577 Pg. 11-12 of the Deed Records of Midland County Texas. TX1276.000 The State of Texas, through its agent, Danny B. Newton and Terri Carson RSP Permian, L.L.C. 6/24/2013 0.50 DocNo: 2013-20970 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: 0.49699 acres of land more or less, lying in the N½ of Section 14, being Lots 13 and 14 of Block 15 of the Highway Industrial Sites Addition, to Midland Texas, said Tracts said Tracts shown in Plat Cabinet A Page 37 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated October 7th, 2011, by and between Dorothy Newton Harding, Grantor and Danny Newton and Terrie Carson, Grantee and recorded October 13th, 2011 as Document No. 2011-20689 in the Public Records of Midland County Texas. Page 19 of 57 Exhibit A-2

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1277.000 The State of Texas, through its agent, Karyn Mitchell, dealing in her sole and separatre property RSP Permian, L.L.C. 7/18/2013 0.13 DocNo: 2013-20971 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: 0.129866 acres of land, more or less, lying in the N½ of Section 14, being that part of Lot 15 of Block 5 of the Highway Industrial Sites Addition, to Midland Texas shown at Volume 394 Page 1 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated October 30th, 2009 by and between Bobby Dewane Fambrough, Grantor and Karyn Mitchell, Grantee and recorded November 2nd, 2009, as Document No. 2009-22572 in the Deed Records of Midland County Texas. TX1278.000 The State of Texas, through its agent, Otis Moore, Susan Garcia, and Jerry Moore RSP Permian, L.L.C. 6/24/2013 0.25 T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All of that approximately .248 acres of land more or less, lying in the N½ of Section 14, being Lot 4 of Block 15 of the Highway Industrial Sites Addition, to Midland Texas, said Tract shown in Plat Cabinet A Page 37-38 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated July 29th, 2002 by and between Lance T. Celander, Grantor and OTIS MOORE for life, with remainder interest to Jerry Moore his son, an undivided 1/2 and Susan Garcia his daughter an undivided 1/2 interest as joint tenants , Grantee and recorded July 30th, 2002 in Vol. 2021 at Page 575 of the Deed Records of Midland County Texas TX1279.000 The State of Texas, through its agent,Celia L. White, a married woman deal in oher sole an sperate property (aka Celia Gillham White) RSP Permian, L.L.C. 8/7/2013 0.68 T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All of that approximately .68 acres of land more or less, lying in the N½Section 14, being Lots 11 of Block 1 of the Highway Industrial Sites Addition, to Midland Texas, with said lands shown in Plat of record in Volume 394 Page 1 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated March 5th, 1976 by and between Eddie Don Seawright and wife Lynda Seawright, Grantor and Glenn D. Gillham and wife, Celia L. Gillham Grantee and recorded March 11th, 1976 as Document No. 1976-2546 in Vol. 604 at Pg. 470 of the Deed Records of Midland County Texas. TX1280.000 The State of Texas, through its agent, Henry McElroy RSP Permian, L.L.C. 7/15/2013 0.50 T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: All of that approximately 0.25399 acres of land more or less, lying in the N½ of Section 14, being Lot 7 of Block 15 of the Highway Industrial Sites Addition, Second Filing, to Midland Texas, said Tracts shown on Plat described Vol. 294 Page 1 and being the same lands described in that certain Warranty Deed dated March 21, 2011, by and between Otis Moore, Grantor and Henry McElroy Grantee and recorded January 31, 2012 as Document 2012-1806 the Deed Records of Midland County Texas. TRACT 2: All of that approximately 0.24800 acres of land more or less, lying in the N½ of Section 14, being Lot 8 of Block 15 of the Highway Industrial Sites Addition, Second Filing, to Midland Texas, said Tracts shown on Plat described Vol. 294 Page 1 and being the same lands described in that certain Warranty Deed dated January 20, 2011, by and between Otis Moore, Grantor and Henry McElroy Grantee and recorded January 24th, 2011 as Document 2011-1547 the Deed Records of Midland County Texas. TX1281.000 The State of Texas, through its agent, Lucia V. Cuevas RSP Permian, L.L.C. 7/15/2013 0.25 T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All of that approximately 0.25199 acres of land more or less, lying in the N½ of Section 14, being Lot 6 of Block 14 of the Highway Industrial Sites Addition, to Midland Texas, said Tract shown in Plat of record in Volume 394 Page 1 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated November 7th, 1996 by and between Wilson Winn and wife Jane Winn, Grantor and Lucia V. Cuevas, Grantee and recorded November 12th, 1996 in Vol. 1424 at Page 18 of the Deed Records of Midland County Texas. Page 20 of 57 Exhibit A-2

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1282.000 The State of Texas, through its agent, Eliazar Roman and wife Sylvia A. Roman RSP Permian, L.L.C. 7/22/2013 0.24 T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All of that approximately .24 acres of land more or less, lying in the N½ of Section 14, estimated at being that part of Lot 7 of Block 1 of the Highway Industrial Sites Addition shown in Plat of record in Volume 394 Page 1 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated August 13th, 2003 by and between Delmas W. Chablin and Jean A. Chamblin, Grantor and Eliazar Roman and wife Sylvia A. Roman Grantee and recorded September 8th, 2003, as Document No. 2003-21522 in Vol. 2238 at Pg. 17 of the Deed Records of Midland County Texas. TX1283.000 The State of Texas, through its agent, Llewellyn Boone RSP Permian, L.L.C. 6/24/2013 0.14 T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All of that approximately 0.13599 acres of land more or less, lying in the N½ of Section 14, being the South 69 Ft of Lot 11 of Block 8 of the Highway Industrial Sites Addition, to Midland Texas, said Tract shown in Plat of record in Volume 394 Page 1 of the Plat Records of Midland County and being those lands not conveyed in that certain Warranty Deed dated June 25, 2010 by and between Llewellyn Boone, Grantor and Palmetto Solutions, LLC, Grantee and recorded June 29, 2010 as Document No. 201012469 in the Public Records of Midland County Texas. TX1319.000 The State of Texas, through its agent, Hugo Chavarria and wife Maria N. Chavarria RSP Permian, L.L.C. 8/8/2013 1.99 T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: Tract 1: All of that approximately 1.2300 acres of land more or less, lying in the North Half of Section 14, being Lots 12 and 13 of Block 1 of the Highway Industrial Sites Addition, to Midland Texas, with said Lots 12 and 13 of Block 1 shown in Plat of record in Volume 394 Page 1 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated February 19th, 2013 by and between Janice Tilma, Grantor and Hugo Chavarria Grantee and recorded February 20th, 2013, as Document No. 2013-4183 in the Deed Records of Midland County Texas; Tract 2: All of that approximately 0.48000 acres of land more or less, lying in the North Half of Section 14, being Lot 15 of Block 1 of the Highway Industrial Sites Addition, to Midland Texas, with said Lots 15 of Block 1 shown in Plat of record in Volume 394 Page 1 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated October 28th, 1988 by and between the Administrator of Veterans Affairs, Grantor and Hugo Chavarria and wife Maria N. Chavarria Grantee and recorded October 31st, 1988, as Document No. 1988-19921 in Vol. 984 at Page 352 of the Deed Records of Midland County Texas; Tract 3: All of that approximately 0.28000 acres of land more or less, lying in the North Half of Section 14. being Lot 16 of Block 1 of the Highway Industrial Sites Addition, to Midland Texas, with said Lot 16 of Block 1 shown in Plat of record in Volume 394 Page 1 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated December 31st, 2003 by and between James F. Brayton, Grantor and Hugo Chavarria Grantee and recorded May 17th, 2004, as Document No. 2004-9936 in Vol. 2353 at Page 547 of the Deed Records of Midland County Texas and amended to correct the description by Amended General Warranty Deed dated December 31st, 2003 by and between James F. Brayton, Grantor and Hugo Chavarria Grantee and recorded June 4th, 2004, as Document No. 200411498 in Vol 2363 at Page 776 of the Deed Records of Midland County Texas; Page 21 of 57 Exhibit A-2

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1323.000 The State of Texas, through its agent, Emanuel Nieto RSP Permian, L.L.C. 7/22/2013 0.40 T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: Approximately .4 acres of land, more or less, lying in the N½ of Section 14, being Lot 14 of Block 1 of the Highway Industrial Sites Addition, to Midland Texas, with said lands shown in Plat of record in Volume 394 Page 1 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated December 8th, 2005 by and between Andrea N. Lara, Grantor and Emanuel Nieto, Grantee and recorded December 9th, 2005 as Document No. 2005-25604 in Vol. 2612 at Pg. 685 of the Deed Records of Midland County Texas. TX1324.000 The State of Texas, through its agent, Miguel Angel Gonzalez and Ysidra Gonzalez, husband and wife RSP Permian, L.L.C. 10/2/2013 1.00 T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: Tract 1: Approximately .65 acres of land more or less, lying in the N½f of Section 14, being Lot 9 of Block 6 of the Highway Industrial Sites Addition, to Midland Texas, shown in Plat Cabinet A Page 37 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated August 5, 2009, by and between Edna R. Fullen, Grantor and Miguel Gonzales, a married man, Grantee and recorded September 21, 2009 as Document No. 2009-19753 in the Public Records of Midland County Texas; Tract 2: Approximately .35 acres of land more or less, lying in the N½ of Section 14, being Lot 8 of Block 1 of the Highway Industrial Sites Addition, to Midland Texas, shown in Plat Cabinet A Page 37 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated May 14, 1993, by and between James B Knight and Elizabeth A. Knight, Grantor and Miguel Angel Gonzalez and wife Ysidra Gonzalez, Grantee and recorded August 4th, 1993 as Document No. 14558 ( Vol. 1171 Page 381 ) in the Public Records of Midland County Texas. TX1325.000 The State of Texas, through its agent, Maria Guadalupe Hiles, dealing in her separate property RSP Permian, L.L.C. 10/4/2013 0.69 T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: Approximately 0.68999 acres of land more or less, lying in the N½ of Section 14, being Lot 1 of Block 7 of the Highway Industrial Sites Addition, to Midland Texas, said Tract shown in Plat of record in Volume 394 Page 1 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated June 3rd, 1992 by and between the J. W. Brantley, Grantor and Maria Guadalupe Hiles, Grantee and recorded June 4th, 1992 in Vol. 1124 at Page 137 of the Deed Records of Midland County Texas. TX1326.000 The State of Texas, through its agent, Fidel Cardona RSP Permian, L.L.C. 6/12/2013 0.25 T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All of that part of a certain 2.47 Acre tract of land lying in the North Half of Section 14, containing approximately .25 acres of land, more or less, and said 2.47 Acre tract being the same lands described in that certain Warranty Deed dated January 22nd , 2007, by and between Abbott Development Company, Grantor and Fidel Cardona, Grantee and recorded in Vol. 2803 at Page 421 of the Deed Records of Midland County Texas. TX1327.000 The State of Texas, through its agent,Melvin Dean Cox and wife Connie S. Cox RSP Permian, L.L.C. 10/3/2013 0.51 T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: Approximately 0.51099 acres of land, more or less, lying in the N½ of Section 14, being Lots 7 and 8 of Block 14 of the Highway Industrial Sites Addition, to Midland Texas, said Tract shown in Plat of record in Volume 394 Page 1 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated December 15th, 1997 by and between Ira Verneil Cox et al, Grantor and Melvin Dean Cox, Grantee and recorded December 17th, 1997 in Vol. 1517 at Page 367 of the Deed Records of Midland County Texas. Page 22 of 57 Exhibit A-2

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1328.000 The State of Texas, through its agent, Arturo Alvarez and wife, Jennifer Lee Alvarez RSP Permian, L.L.C. 10/23/2013 0.80 T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: Approximately 0.8 acres of land, more or less, lying in theN½ of Section 14, being Lots 9 and 10 of Block 1 of the Highway Industrial Sites Addition, to Midland Texas, with said lands shown in Plat of record in Volume 394 Page 1 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated April 29th, 2003 by and between Virginia Elaine Thurman, Grantor and Alturo Alvarez and wife Jennifer Lee Alvarez, Grantee and recorded December 4th, 2003 as Document No. 2003-28805 in Vol. 2280 at Pg. 816 of the Deed Records of Midland County Texas. TX1329.000 The State of Texas, through its agent, John William Parker and Claudia Parker, husband and wife RSP Permian, L.L.C. 7/17/2013 0.60 T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: Approximately 0.6 acres of land more or less, lying in the N½f of Section 14, being Lot 3 of Block 7 of the Highway Industrial Sites Addition, Second Filing, to Midland Texas, said Tracts shown on Plat described Vol. 294 Page 1 and being the same lands described in that certain Warranty Deed dated September 1, 2009, by and between Jack H. Black, Grantor and John William Parker and wife Claudia Parker, Grantee and recorded April 8, 2011 as Document 2011-6802 the Deed Records of Midland County Texas. Llano (Pecan Acres) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1129.001 MDJ Minerals, L.L.P. Patriot Resources Partners LLC 6/2/2008 640.00 DocNo: 2010-20335 AMD Midland Vol 3122, Pge 720 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 23: All TX1129.002 Heisler Family Partnership RSP Permian, L.L.C. 1/18/2011 640.00 DocNo: 2011-6839 OGL Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 23: All TX1129.003 Dawn Blackfox Revocable Trust UI 12/21/06 RSP Permian, L.L.C. 2/2/2011 640.00 DocNo: 2011-6841 OGL Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 23: All TX1129.004 N&N Holdings, LLC (successor to Bronwyn Davies) RSP Permian, L.L.C. 2/2/2011 640.00 DocNo: 2011-6840 OGL Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 23: All TX1129.005 Pogo Producing Company RSP Permian, L.L.C 3/11/2011 640.00 DocNo: 2011-8946 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 23: All Page 23 of 57 Exhibit A-2

Parks (Sec 03) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1002.003 Kenneth Lesley and Perry Elliott, Co-Independent Executors of the Estate of Bobby John Foster, Deceased Nightengale Petroleum Properties, Inc. 3/20/2007 640.00 DocNo: 2013-2993 AMD Ector Vol 2133, Pge 952 OGL Ector DocNo: 2013-3483 AMD Midland Vol 2846, Pge 65 OGL Midland T&P Survey, Blk 41, T2S, Ector & Midland County, Texas Section 03: All TX1002.004 Betty Yvon Lesley, SSP Nightengale Petroleum Properties, Inc. 3/20/2007 640.00 DocNo: 2013-2993 AMD Ector Vol 2133, Pge 958 OGL Ector DocNo: 2013-3483 AMD Midland Vol 2846, Pge 71 OGL Midland T&P Survey, Blk 41, T2S, Ector & Midland County, Texas Section 03: All Parks (Sec 04) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1002.001 George W. Elliott, III, & Mary Ann (Elliott) Fendley David Y. Rogers 2/6/2007 650.75 DocNo: 2010-11392 AMD Ector DocNo: 2012-3384 AMD Ector DocNo: 2012-3445 AMD Ector Vol 2113, Pge 142 OGL Ector T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All TX1002.003 Kenneth Lesley and Perry Elliott, Co-Independent Executors of the Estate of Bobby John Foster, Deceased Nightengale Petroleum Properties, Inc. 3/20/2007 650.75 DocNo: 2013-2993 AMD Ector Vol 2133, Pge 952 OGL Ector DocNo: 2013-3483 AMD Midland Vol 2846, Pge 65 OGL Midland T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All TX1002.004 Betty Yvon Lesley, SSP Nightengale Petroleum Properties, Inc. 3/20/2007 650.75 DocNo: 2013-2993 AMD Ector Vol 2133, Pge 958 OGL Ector DocNo: 2013-3483 AMD Midland Vol 2846, Pge 71 OGL Midland T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All TX1002.005 Georgeann Foster, SSP Nightengale Petroleum Properties, Inc. 4/2/2007 650.75 DocNo: 2010-4728 ExtRat Ector DocNo: 2012-4250 ExtRat Ector Vol 2142, Pge 623 OGL Ector T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All Page 24 of 57 Exhibit A-2

Parks (Sec 04) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1002.006 Jo Ann Purdy, SSP Nightengale Petroleum Properties, Inc. 4/2/2007 650.75 Vol 2012, Pge 5785 Ext Ector Vol 2525, Pge 570 Ext Ector Vol 2142, Pge 627 OGL Ector T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All TX1002.007 William Jasper Foster, SSP Nightengale Petroleum Properties, Inc. 4/2/2007 650.75 DocNo: 2010-5621 ExtRat Ector DocNo: 2012-4251 ExtRat Ector Vol 2142, Pge 631 OGL Ector T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All TX1002.008 Mary L. Wooten, SSP Nightengale Petroleum Properties, Inc. 4/2/2007 650.75 DocNo: 2012-4249 ExtRat Ector Vol 2426, Pge 786 ExtRat Ector Vol 2140, Pge 155 OGL Ector T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All TX1002.009 Van Williamson, SSP Nightengale Petroleum Properties, Inc. 4/2/2007 650.75 DocNo: 2012-6648 Ext Ector DocNo: 2010-7232 ExtRat Ector Vol 2140, Pge 159 OGL Ector T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All TX1002.010 Patricia Bishop, SSP Nightengale Petroleum Properties, Inc. 3/31/2008 650.75 DocNo: 2011-4608 Ext Ector DocNo: 2013-4786 Ext Ector Vol 2240, Pge 664 OGL Ector T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All TX1002.011 Sally McKinney, SSP Nightengale Petroleum Properties, Inc. 3/31/2008 650.75 DocNo: 2011-4606 Ext Ector DocNo: 2013-4401 Ext Ector Vol 2240, Pge 660 OGL Ector T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All TX1002.012 Lucille Don Juan Nightengale Petroleum Properties, Inc. 3/31/2008 650.75 DocNo: 2011-4607 Ext Ector DocNo: 2013-4402 Ext Ector Vol 2240, Pge 656 OGL Ector T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All Page 25 of 57 Exhibit A-2

Parks (Sec 04) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1002.019 Amanda Fulcher, SSP Nightengale Petroleum Properties, Inc. 6/27/2008 650.75 DocNo: 2011-8065 Ext Ector DocNo: 2013-7169 Ext Ector Vol 2277, Pge 61 OGL Ector T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All TX1002.020 Gregory P. Collins, SSP Nightengale Petroleum Properties, Inc. 7/21/2008 650.75 DocNo: 2011-6578 Ext Ector DocNo: 2013-7619 Ext Ector Vol 2272, Pge 200 OGL Ector T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All TX1002.021 Patricia Melson, SSP Nightengale Petroleum Properties, Inc. 6/27/2008 650.75 DocNo: 2011-6577 Ext Ector DocNo: 2013-7098 Ext Ector Vol 2272, Pge 204 OGL Ector T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All TX1002.022 Helen Delores Evitt, a widow, and Clarence McKinney Evitt, SSP Nightengale Petroleum Properties, Inc. 6/27/2008 650.75 DocNo: 2011-6579 Ext Ector DocNo: 2013-7740 Ext Ector Vol 2271, Pge 714 OGL Ector T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All TX1002.024 Lee Amy Green, SSP RSP Permian, L.L.C 9/11/2012 650.75 DocNo: 2012-16390 MM Ector T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All TX1002.025 Jane M. Jones Green, SSP RSP Permian, L.L.C 9/6/2012 650.75 DocNo: 2012-16396 MM Ector T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All TX1002.026 Edward Foster Green, SSP RSP Permian, L.L.C 9/6/2012 650.75 DocNo: 2012-16391 MM Ector T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All TX1002.027 Jane Ellen Green, SSP RSP Permian, L.L.C 9/6/2012 650.75 DocNo: 2012-16397 MM Ector T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All TX1002.028 Odell Roshton, her SSP RSP Permian, L.L.C 9/12/2012 650.75 DocNo: 2012-16392 MM Ector T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All TX1002.029 Mary Roshton Maxwell RSP Permian, L.L.C 9/17/2012 650.75 DocNo: 2012-16393 MM Ector T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All Page 26 of 57 Exhibit A-2

Parks (Sec 04) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1002.030 Diane R. Mueller RSP Permian, L.L.C 9/17/2012 650.75 DocNo: 2012-16394 MM Ector T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All TX1002.031 Katherine Roshton Hudgins RSP Permian, L.L.C 9/17/2012 650.75 DocNo: 2012--16395 MM Ector T&P Survey, Blk 41, T2S, Ector County, Texas Section 04: All Parks (Sec 38) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1126.001 The Hoffius Family Trust, Sarah Hoffius, Trustee L. Adair Rogers 4/17/2008 647.50 Vol 3044, Pge 641 MM Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: All TX1126.002 Sharon Lyon Hanan, dealing in her sole & separate property L. Adair Rogers 4/17/2008 647.50 Vol 3044, Pge 639 MM Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: All TX1126.003 Marsha Lyon Kirby, dealing in her sole & separate property L. Adair Rogers 4/17/2008 647.50 Vol 3044, Pge 655 MM Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: All TX1126.004 Loralei Tuckness, dealing in her sole & separate property L. Adair Rogers 4/17/2008 647.50 Vol 3044, Pge 657 MM Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: All TX1126.005 Cyrena McMurry, dealing in her sole & separate property L. Adair Rogers 4/17/2008 647.50 Vol 3044, Pge 659 MM Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: All TX1126.006 John Stowe, dealing in his sole & separate property L. Adair Rogers 4/17/2008 647.50 Vol 3044, Pge 653 MM Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: All TX1126.007 James Stowe, dealing in his sole & separate property L. Adair Rogers 4/17/2008 647.50 Vol 3044, Pge 663 MM Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: All TX1126.008 Mark Stowe, dealing in his sole & separate property L. Adair Rogers 4/17/2008 647.50 Vol 3044, Pge 661 MM Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: All Page 27 of 57 Exhibit A-2

Parks (Sec 38) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1126.009 Keeler Investment Company F. Ferrell Davis 3/11/2008 647.50 Vol 3044, Pge 629 OGL Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: All TX1126.010 A. J. Slagter, III F. Ferrell Davis 4/7/2008 647.50 Vol 3044, Pge 633 OGL Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: All TX1126.011 Corlyss A. Delashaw F. Ferrell Davis 3/12/2008 647.50 Vol 3044, Pge 636 OGL Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: All TX1126.012 Helga G. Lopez Hillin, dealing in her sole & separate property F. Ferrell Davis 8/13/2008 647.50 DocNo: 2010-22069 AMD Midland DocNo: 2010-1703 ExtRat Midland Vol 3091, Pge 870 OGL Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: All TX1126.013 Amir Oil Company F. Ferrell Davis 8/21/2008 647.50 Vol 3094, Pge 371 OGL Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: All TX1126.014 A.M. Pate, Jr., Marital Trust, Bank of America, N.A., Trustee F. Ferrell Davis 9/5/2008 647.50 Vol 3104, Pge 223 MM Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: All TX1126.016 Lynn Foussard Patriot Resources Partners LLC 2/20/2010 647.50 DocNo: 2010-4018 OGL Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: All TX1126.017 William L. Foussard Patriot Resources Partners LLC 2/20/2010 647.50 DocNo: 2010-4025 OGL Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: All TX1126.019 William L. Foussard, Trustee of the Robert P. Foussard Family Trust, created under the Will of Robert P. Foussard, Deceased Patriot Resources Partners LLC 2/20/2010 647.50 DocNo: 2010-7484 OGL Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: All TX1126.020 Robert Hartzell Patriot Resources Partners LLC 2/20/2010 647.50 DocNo: 2010-9491 OGL Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: All Page 28 of 57 Exhibit A-2

Parks (Sec 38) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1126.022 Robert C. Hartzell, as Trustee of the Thomas S. Hartzell Revocable Trust, U/D dated 7/16/1990 Patriot Resources Partners LLC 2/20/2010 647.50 DocNo: 2010-23840 OGL Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: All TX1126.023 PEC Minerals LP Patriot Resources Partners LLC 8/27/2010 323.75 DocNo: 2010-23839 OGL Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: N½ TX1126.024 DCCO Inc. RSP Permian, L.L.C. 1/13/2011 647.50 Vol 2011, Pge 5644 OGL Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: All TX1126.025 Hunt Oil Company RSP Permian, LLC 6/6/2011 323.75 DocNo: 2011-13170 OGL Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: S½ TX1130.001 Spanish Trail Land and Cattle Company, L.P., & IBEX Mineral Resources, L.L.C. Windsor Permian LLC 2/29/2008 647.50 DocNo: 2010-6164 AMD Midland Vol 3018, Pge 413 MM Midland T&P Survey, Blk 41, T1S, Midland County, Texas Section 38: All Parks Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1001.001 Charlotte Parks Kimberlin, Ind & Trustee of Charlotte Parks Kimberlin Trust, et al David Y. Rogers 2/6/2007 3,212.00 Vol 2413, Pge 62 AMD Ector Vol 2113, Pge 119 MM Ector DocNo: 2010-4020 AMD Midland Vol 2833, Pge 163 MM Midland T&P Survey, Blk 41, T1S, Ector & Midland County, Texas Section 39: S½ Section 46: All T&P Survey, Blk 41, T1S, Ector County, Texas Section 33: E½ Section 40: All Section 41: All Section 45: All TX1001.002 Hurt Properties, LP, a Texas Limited Partnership, represented herein by Hurt Asset Management, LLC, a Texas Limited Liability Company, its General Partner, and Sam F. Hurt, Jr., Individually David Y. Rogers 1/3/2007 640.00 DocNo: 2010-1554 AMD Ector DocNo: 2012-3382 AMD Ector Vol 2108, Pge 673 OGL Ector T&P Survey, Blk 41, T1S, Ector County, Texas Section 41: All Page 29 of 57 Exhibit A-2

Parks Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1001.003 James R. Hurt David Y. Rogers 1/3/2007 640.00 DocNo: 2012-3383 AMD Ector Vol 2400, Pge 523 AMD Ector Vol 2105, Pge 170 OGL Ector T&P Survey, Blk 41, T1S, Ector County, Texas Section 41: All TX1001.004 Mark D. Clarke David Y. Rogers 1/3/2007 640.00 DocNo: 2010-442 AMD Ector DocNo: 2012-3227 AMD Ector Vol 2105, Pge 175 OGL Ector T&P Survey, Blk 41, T1S, Ector County, Texas Section 41: All TX1001.005 Anadarko E&P Company, LP F. Ferrell Davis 3/27/2007 1,612.00 Vol 2307, Pge 778 Amd Ector Vol 2342, Pge 59 AMD Ector DocNo: 2011-14887 Ext Ector Vol 2130, Pge 831 OGL Ector DocNo: 2009-9901 AMD Midland Vol 3132, Pge 366 Amd Midland DocNo: 2011-20549 Ext Midland Vol 2858, Pge 75 OGL Midland T&P Survey, Blk 41, T1S, Ector & Midland County, Texas Section 39: S½ Section 46: All T&P Survey, Blk 41, T1S, Ector County, Texas Section 40: All TX1002.001 George W. Elliott, III, & Mary Ann (Elliott) Fendley David Y. Rogers 2/6/2007 320.00 DocNo: 2010-11392 AMD Ector DocNo: 2012-3384 AMD Ector DocNo: 2012-3445 AMD Ector Vol 2113, Pge 142 OGL Ector T&P Survey, Blk 41, T1S, Ector County, Texas Section 33: W½ TX1002.002 The William K. Warren Foundation David Y. Rogers 4/14/2008 320.00 DocNo: 2011-7368 AMD Ector DocNo: 2012-4253 AMD Ector Vol 2252, Pge 256 MM Ector T&P Survey, Blk 41, T1S, Ector County, Texas Section 33: W½ Page 30 of 57 Exhibit A-2

Parks Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1003.001 James E. Headlee, Laura Headlee Nunez, Verna S. Headlee, Linda Headlee Freeman, Lisa Headlee Zuerker, Emmit V. Headlee, II F. Ferrell Davis 5/1/2007 1,293.22 Vol 2142, Pge 59 MM Ector DocNo: 2012-2199 Rat Ector Vol 2877, Pge 896 MM Midland DocNo: 2012-2940 Rat Midland T&P Survey, Blk 41, T1S, Ector & Midland County, Texas Section 35: W½ Section 39: N½ T&P Survey, Blk 41, T1S, Ector County, Texas Section 34: All - surface to 12,000' TX1003.002 Gordon E Headlee Family Trust, Joan S Headlee, Claudia Headlee Thomas, Gordon E. Headlee, Jr. F. Ferrell Davis 5/1/2007 1,293.22 DocNo: 2010-10339 MM Ector Vol 2142, Pge 53 MM Ector Vol 2142, Pge 55 MM Ector Vol 2142, Pge 57 MM Ector Vol 2419, Pge 828 Rat Ector DocNo: 2010-13036 MM Midland Vol 2877, Pge 900 MM Midland Vol 2877, Pge 903 MM Midland Vol 2877, Pge 906 MM Midland T&P Survey, Blk 41, T1S, Ector & Midland County, Texas Section 35: W½ Section 39: N½ T&P Survey, Blk 41, T1S, Ector County, Texas Section 34: All - surface to 12,000' TX1003.003 The Most Reverend Gregory M. Aymond, Bishop of the Catholic Diocese of Austin, His Successors in Office F. Ferrell Davis 7/18/2008 653.22 Vol 2272, Pge 983 MM Ector T&P Survey, Blk 41, T1S, Ector County, Texas Section 34: All - surface to 12,000' TX1003.004 Chieftain Exploration Company, Inc. F. Ferrell Davis 7/23/2008 653.22 Vol 2272, Pge 985 MM Ector T&P Survey, Blk 41, T1S, Ector County, Texas Section 34: All - surface to 12,000' Rankin Cemetery Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1234.001 Ronald F. Yates, Sr. & Estate of Tommy Joe Yates, Deceased RSP Permian, LLC 4/18/2012 1,291.19 Vol 887, Pge 147 OGL Upton EL&RR Survey, Blk B, Upton County, Texas Section 04: All - A-822 HE&WT Survey, Blk B, Upton County, Texas Section 28: All - A-705 Page 31 of 57 Exhibit A-2

Rankin Cemetery Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1234.002 Herd Partners, Ltd. RSP Permian, LLC 5/9/2013 1,282.60 Vol 894, Pge 501 OGL Upton EL&RR Survey, Blk B, Upton County, Texas Section 04: All - A-822 HE&WT Survey, Blk B, Upton County, Texas Section 28: All - A-705 Spanish Trail (I-20) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1134.001 Eugenie M. McGuire Summit West Resources, LP 7/1/2008 332.20 DocNo: 2009-19015 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 02: S½ TX1134.002 Bruce L. Jones, Jr. Summit West Resources, LP 7/1/2008 332.20 DocNo: 2009-19039 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 02: S½ TX1134.003 Marilinda P. Walters Summit West Resources, LP 7/1/2008 332.20 DocNo: 2009-19043 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 02: S½ TX1134.004 Kayren May Stegemoller Summit West Resources, LP 7/1/2008 332.20 DocNo: 2009-19044 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 02: S½ TX1134.005 Andrea Jeanne Robinson Summit West Resources, LP 7/1/2008 332.20 DocNo: 2009-19045 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 02: S½ TX1134.006 James Flood Summit West Resources, LP 7/1/2008 332.20 DocNo: 2009-19042 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 02: S½ TX1134.007 Patrick D. Dingman Summit West Resources, LP 9/1/2008 332.20 DocNo: 2009-19037 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 02: S½ TX1134.008 Floyd Flood & Marian A. Flood, husband and wife Summit West Resources, LP 9/1/2008 332.20 DocNo: 2009-19040 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 02: S½ TX1134.009 Sandra Lee Anderson Summit West Resources, LP 6/1/2008 332.20 DocNo: 2009-19041 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 02: S½ Page 32 of 57 Exhibit A-2

Spanish Trail (I-20) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1134.010 Thomas B. Roberts Summit West Resources, LP 9/1/2008 332.20 DocNo: 2009-19050 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 02: S½ TX1134.011 H. Edward Roberts Jr. Summit West Resources, LP 9/1/2008 332.20 DocNo: 2009-19048 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 02: S½ TX1134.012 Holly May Bullard Summit West Resources, LP 9/1/2008 332.20 DocNo: 2009-19047 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 02: S½ TX1134.013 Michael Dingman Summit West Resources, LP 9/1/2008 332.20 DocNo: 2009-19038 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 02: S½ TX1134.014 Billie Roberts Jones Summit West Resources, LP 9/1/2008 332.20 DocNo: 2009-19049 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 02: S½ TX1134.015 Mary Lou Alcorn Summit West Resources, LP 9/1/2008 332.20 DocNo: 2009-19046 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 02: S½ TX1134.016 Theodore Edward Dingman Summit West Resources, LP 9/1/2008 332.20 DocNo: 2009-19036 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 02: S½ TX1134.017 Sharron Flood Summit West Resources, LP 3/1/2009 332.20 DocNo: 2009-19034 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 02: S½ TX1134.018 Michael Gerard Flood Summit West Resources, LP 9/1/2008 332.20 DocNo: 2009-19035 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 02: S½ TX1134.019 Carol A. Schiffgens Delano Summit West Resources, LP 9/1/2008 415.25 DocNo: 2009-19016 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 02: E½SE¼ Section 02: S½ TX1134.020 Stephen H. Parker & Timothy H. Parker McDonnold Petroleum, LLC 9/23/2008 322.20 DocNo: 2012-15000 AMD Midland Vol 3104, Pge 558 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 02: S½ Page 33 of 57 Exhibit A-2

Spanish Trail (I-20) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1134.021 Thomas W. Perry E.G.L. Resources, Inc 8/15/2010 322.20 Vol 2010, Pge 16989 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 02: S½ TX1135.001 HCMC Inc., Peggy McCulloch, Individually & as Co- Trustee of the McCulloch Family Trust under the Will of H.C. McCulloch, Deceased, & Michael J. McCulloch, Individually & as Co-Trustee of the McCulloch Family Trust under the Will of H.C. McCulloch, Deceased Summit West Resources, LP 7/25/2008 309.58 DocNo: 2011-14322 Ext Midland DocNo: 2009-19028 MM Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: 309.58 acres, more or less, being all that certain 402.9 acres out of 419.2 acres of Section 10, Block 40, T-2-S, T&P Ry. Co. Survey, Midland County Texas as described by Metes & Bounds in deed V554 P89, Save and Except the following tracts in which the minerals were not reserved by grantor: a 6.3-acre tract previously conveyed to the State in deed V400 P123, 16-acre tract conveyed in V579 P28, a 1.71 acre tract conveyed in V581 P629, a 2.5 acre tract conveyed in V585 P837, a 2.5 acre tract conveyed in V585 P839, a 3 acre tract conveyed in V587 P329, a .65 acre tract conveyed in V587 P644, a 2.28 acre tract conveyed in V587 P646, a 20 acre tract conveyed in V593 P4, a .65 acre tract conveyed in V629 P772, a .325 acre tract conveyed in V625 P127, a 5 acre tract conveyed in V647 P197, a .328 acre tract conveyed in V657 P453, a 3.53 acre tact conveyed in V657 P550, a 10 acre tract conveyed in V670 P684, a 1.25 acre tract conveyed in V684 P656, a .328 acre tract conveyed in V686 P644, a 6.72 acre tract conveyed in V687 P 146, a .325 acre tract conveyed in V698 P488, a 5 acre tract conveyed in V745 P226, a .984 acre tract in V750 P769, a 2.5 acre tract conveyed in V799 P51, a 1 acre tract conveyed in V999 P365, a 6.74 acre tract conveyed in V 1003 P443. TX1135.002 Mary Stubbe Summit West Resources, LP 2/17/2009 450.20 DocNo: 2009-19024 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less TX1135.003 Ward A. Mitchell Summit West Resources, LP 11/24/2008 450.20 DocNo: 2011-23326 Ext Midland DocNo: 2009-19023 MM Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less TX1135.004 Marlyn M. Snyder Summit West Resources, LP 11/7/2008 450.20 DocNo: 2011-23322 Ext Midland DocNo: 2009-19018 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less TX1135.005 Lori Bridges and Bruce Bridges Summit West Resources, LP 11/24/2008 450.20 DocNo: 2011-23325 Ext Midland DocNo: 2009-19022 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less TX1135.006 Lisa A. Mooney and Clayton E. Mooney Summit West Resources, LP 11/24/2008 450.20 DocNo: 2011-23323 Ext Midland DocNo: 2009-19021 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less Page 34 of 57 Exhibit A-2

Spanish Trail (I-20) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1135.007 Melinda Marianne McGinnis and Bill Gene McGinnis Summit West Resources, LP 11/24/2008 450.20 DocNo: 2011-23327 Ext Midland DocNo: 2009-19019 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less TX1135.008 Larry P. Averitt Summit West Resources, LP 2/17/2009 450.20 DocNo: 2009-19026 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less TX1135.009 Deborah K. Massey Averitt Summit West Resources, LP 2/17/2009 450.20 DocNo: 2009-19027 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less TX1135.010 Catherine L. Graves Massey Summit West Resources, LP 2/17/2009 450.20 DocNo: 2009-19025 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less TX1135.011 Virginia Artz and Grover Artz Summit West Resources, LP 11/17/2008 450.20 DocNo: 2011-23324 Ext Midland DocNo: 2009-19020 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less TX1135.012 Arthur Christensen Summit West Resources, LP 10/28/2009 309.58 DocNo: 2009-23142 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less TX1135.013 Phyllis Jean Christensen Summit West Resources, LP 10/28/2009 309.58 DocNo: 2009-23141 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less TX1135.014 Debra Jean Maes Summit West Resources, LP 10/28/2009 309.58 DocNo: 2009-23140 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less. TX1135.015 Tammy Martinez Summit West Resources, LP 10/28/2009 309.58 DocNo: 2009-23139 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less TX1135.016 Herbert Wendell Stubbe and wife Beverly Stubbe Summit West Resources, LP 6/12/2009 450.20 DocNo: 2009-19029 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less TX1135.017 Kathleen Schubert Summit West Resources, LP 8/29/2009 450.20 DocNo: 2009-19030 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less Page 35 of 57 Exhibit A-2

Spanish Trail (I-20) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1135.018 Christy Lynn Graham Summit West Resources, LP 8/29/2009 309.58 DocNo: 2009-19031 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less TX1135.019 Becky Shaw Summit West Resources, LP 8/29/2009 450.20 DocNo: 2009-19032 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less TX1135.020 Shawna Stogdill Summit West Resources, LP 6/22/2009 309.58 DocNo: 2009-19033 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less TX1135.021 Elizabeth Stubbe West Summit West Resources 8/5/2010 450.20 DocNo: 2010-20827 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less TX1135.022 Georgia R. Stubbe Moses Summit West Resources 8/5/2010 450.20 DocNo: 2010-20828 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less TX1135.023 Timothy G. Snelson E.G.L. Resources, Inc. 7/25/2011 3.65 DocNo: 2011-15457 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: Tract No. 4: A 10-acre tract of land in Section 10 and being more particularly described by metes and bounds as follows, to-wit: Beginning at a 1/2" iron set in the South boundary of County Road 116-W, in Section 10, for the NW corner of a 10-acre tract of land and the NE corner of this tract; from point 1" galvanized iron pipe at the SW corner of Section 10 bears South 58° 51' West, 3,624.33 feet, and South 15° 7' East, 911.57 feet; THENCE South 15° 7' East, with the West boundary of 10-acre tract, 841.7 feet to a 1/2" iron rod at the SW corner of said tract for the SE corner of this tract; THENCE South 58° 51' West, 538.47 feet to a 1/2" iron rod for the SW corner of this tract; THENCE North 15° 7' West, 841.7 feet to a 1/2" iron rod set in the South boundary of County Road 116-W, for the NW corner of this tract; Thence North 58° 51' East, with the South boundary of said road 538.47 feet to the place of the beginning. Tract No. 5: A 6.347-acre tract of land in Section 10 and being more particularly described by metes and bounds as follows, to-wit: Beginning at a 1/2" iron set in the South boundary of County Road 116-W, in Section 10 for the NW corner of a 10-acre tract of land and the NE corner of this tract; from point 1" galvanized iron pipe at the SW corner of Section 10 bears South 58° 51' West, 3,624.33 feet, and South 15° 7' East, 911.57 feet; THENCE South 15° 7' East, with the West boundary of 10-acre tract, 841.7 feet to a 1/2" iron rod at the SW corner of said tract for the SE corner of this tract; THENCE South 58° 51' West, 328.47 feet to a 1/2" iron rod for the SW corner of this tract; THENCE North 15° 7' West, 841.7 feet to a 1/2" iron rod set in the South boundary of County Road 116-W, for the NW corner of this tract; Thence North 58° 51' East, with the South boundary of said road 538.47 feet to the place of the beginning. TX1135.024 Joann Patterson, dealing in her sole and separate property E.G.L. Resources, Inc. 2/22/2011 16.00 DocNo: 2012-5951 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: A 16-acre tract being more particularly described by metes and bounds as follows, to-wit: Beginning at a ½" iron rod set in the North boundary line of CR 116W, for the SW corner of this tract, from which point a 1" galvanized iron pipe at the SW Corner of Section 10, bears South 58° 51' West, 4,162.80 ft., and South 15° 7' East. 974 ft.; THENCE North 58° 51' East, with the North boundary line of CR 116W, 861.6 feet to a ½" iron rod set for the SE corner of this tract; THENCE North 15° 7' West, 841.7 feet to a ½" iron rod set for the NE corner of this tract; THENCE South 58° 51' West, 861.6 ft. to a ½" iron rod set for the NW corner of this tract; Thence South 15° 7' East, 841.7 feet to the POB. Page 36 of 57 Exhibit A-2

Spanish Trail (I-20) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1135.025 Dan E. Stogill, dealing in his sole and separate property E.G.L. Resources, Inc. 11/3/2011 450.20 DocNo: 2012-14796 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less TX1135.026 HCMC Inc. E.G.L. Resources, Inc. 5/24/2013 314.38 DocNo: 2013-14771 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: Containing 314.38 acres, more or less, being all that certain 402.9 acres out of 419.2 acres of Section 10, as described by Metes & Bounds in deed V554 P89, Save and Except the following tracts in which the minerals were not reserved by Grantor: a 6.3-acre tract previously conveyed to the State in deed V400 P123, 16-acre tract conveyed in V579 P28, a 1.95 acre tract conveyed in V581 P629, a 2.5 acre tract conveyed in V585, P837, a 2.5 acre tract conveyed in V585 P839, a 3 acre tract conveyed in V587 P379, a .65 acre tract conveyed in V587 P644, a 2.28 acre tract conveyed in V587 P646, a 20 acre tract conveyed in V593 P4, a .65 acre tract conveyed in V629 P772, a .325 acre tract conveyed in V625 P127, a 5 acre tract conveyed in V647 P197, a .328 acre tract conveyed in V657 P453, a 10 acre tract conveyed in V670 P 684, a 1.25 acre tract conveyed in V684 P656, a .328 acre tract conveyed in V686 P644, a 6.72 acre tract conveyed in V687 P146, a .325 acre tract conveyed in V698 P488, a .984 acre tract in V750 P769, a 2.5 acre tract conveyed in V799 P51, a 1 acre tract conveyed in V999 P365, a 5.23 acre tract conveyed in V1523 P683; And Save and Except the 80 acre Proration Unit designated for the STO #1009 well as shown on the plat attached as Exhibit "A" to the Oil and Gas Lease. TX1135.027 Michael Dean Waldrop and Rebecca A. Waldrop, husband and wife RSP Permian, L.L.C. 9/24/2013 2.50 DocNo: 2013-27279 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: 2.5 acres of land, more or less, in theS½ of Section 10 and being all of that certain land described in that certain Warranty Deed dated October 14, 1983, by and between Garland W. Jordan, Grantor and Todd, Barron, Bridges & McKeel, P.C., Grantee, with said Warranty Deed being recorded in Vol. 799 at Page 51 of the Public Deed Records of Midland County, Texas. TX1136.001 The Corkery Trust, by Robin Corkery, Sole Trustee & Executor Summit West Resources, LP 6/1/2008 640.00 DocNo: 2010-21288 AMD Midland DocNo: 2009-19017 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.002 W. B. Robbins III et ux Summit West Resources, LP 12/9/2010 640.00 Vol 2010, Pge 24702 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.003 Richard L. Luttrell Summit West Resources, LP 12/9/2010 640.00 Vol 2010, Pge 24701 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.004 Otto William Schumm Separate Revocable Trust Agreement date 8/4/2005 McDonnold Petroleum, LLC 10/16/2008 640.00 Vol 3111, Pge 424 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All Page 37 of 57 Exhibit A-2

Spanish Trail (I-20) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1136.005 Bonnie Mae Wiese McDonnold Petroleum, LLC 8/15/2008 640.00 Vol 3108, Pge 738 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.006 Donna K. Current McDonnold Petroleum, LLC 8/15/2008 640.00 Vol 3108, Pge 747 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.007 Elizabeth A. Lewis McDonnold Petroleum, LLC 10/23/2008 640.00 Vol 3119, Pge 204 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.008 Helen I. Glisson McDonnold Petroleum, LLC 8/15/2008 640.00 Vol 3108, Pge 735 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.009 Jean M. Werning McDonnold Petroleum, LLC 8/15/2008 640.00 Vol 3108, Pge 741 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.010 Marjorie A. Mason McDonnold Petroleum, LLC 11/3/2010 640.00 DocNo: 2010-22309 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.011 Michael C. Current McDonnold Petroleum, LLC 1/23/2009 640.00 Vol 3146, Pge 813 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.012 Rosena D. Nielsen McDonnold Petroleum, LLC 9/5/2008 640.00 Vol 3115, Pge 611 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.013 Thomas P. Langdon and Colleen Crowe McDonnold Petroleum, LLC 8/15/2008 640.00 Vol 3108, Pge 732 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.014 Wayne E. Williams McDonnold Petroleum, LLC 8/15/2008 640.00 Vol 3108, Pge 729 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.015 William P. Costello McDonnold Petroleum, LLC 8/15/2008 640.00 Vol 3108, Pge 744 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.016 Herman R. Schowe, Jr. E.G.L. Resources, Inc. 5/15/2011 640.00 DocNo: 2011-17830 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All Page 38 of 57 Exhibit A-2

Spanish Trail Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1070.000 Spanish Trail Land & Cattle Company, L.P., & IBEX Mineral Resources, L.L.C. E.G.L. Exploration, L.P., & E.G.L. Resources, Inc. 1/23/2008 4,090.18 Vol 3057, Pge 451 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 38: All, save and except the NW¼ Section 46: All Section 47: All, save and except 2.342 acres more particularly described by metes and bounds in Warranty Deed from Scharbauer Brothers & Co. to Texas Electric Service Company dated February 13, 1984, recorded in Volume 812, Page 213. Section 48: S½ T&P Survey, Blk 40, T2S, Midland County, Texas Section 01: North 232 Acres Section 02: N½ Section 03: All Section 04: All, save and except 106.88 acres conveyed to the City of Midland by Warranty Deeds recorded in Volume 55, page 616, and Volume 63, page 475. Section 09: The portion lying North of the Railroad ROW, containing 365.62 acres, more or less, save and except that certain 208.23 acres of land conveyed to the City of Midland by virtue of those certain Warranty Deeds recorded in Volume 50, Page 34 and Volume 55, Page 616. Section 10: E/20 acres of NW¼ lying North of I-20 Spanish Trail, West (Kemmer) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1130.001 Spanish Trail Land and Cattle Company, L.P., & IBEX Mineral Resources, L.L.C. Windsor Permian LLC 2/29/2008 664.80 DocNo: 2010-6164 AMD Midland Vol 3018, Pge 413 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: All, less and except Northwest 500 acres Section 42: Northwest 500 acres TX1130.002 American State Bank, Lubbock, Texas, as Trustee of the Beal Foundation Investment Trust Patriot Resources Partners LLC 6/9/2008 664.80 Vol 3093, Pge 667 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: All, less and except Northwest 500 acres Section 42: Northwest 500 acres TX1130.003 Charles Richard Myers F. Ferrell Davis 11/1/2008 500.00 DocNo: 2010-16764 AMD Midland Vol 3124, Pge 598 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines Page 39 of 57 Exhibit A-2

Spanish Trail, West (Kemmer) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1130.004 David A. (Andy) Kemmer F. Ferrell Davis 5/8/2009 500.00 DocNo: 2009-11959 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines TX1130.005 Kathryne Kemmer McLaughlin F. Ferrell Davis 5/8/2009 500.00 DocNo: 2009-10445 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines TX1130.006 Robert Craig Kemmer F. Ferrell Davis 8/12/2009 500.00 DocNo: 2009-17267 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines TX1130.007 Judith Orchard Myers Reichley F. Ferrell Davis 5/21/2009 500.00 DocNo: 2010-16764 AMD Midland DocNo: 2009-11958 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines TX1130.008 Janet H. Jelenski F. Ferrell Davis 7/16/2009 500.00 DocNo: 2010-16764 AMD Midland DocNo: 2009-16522 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines TX1130.009 David Kemmer Farris F. Ferrell Davis 8/8/2008 500.00 DocNo: 2010-16764 AMD Midland Vol 3088, Pge 137 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines TX1130.010 Victoria Farris Doust F. Ferrell Davis 8/8/2008 500.00 DocNo: 2010-16764 AMD Midland Vol 3088, Pge 140 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines Page 40 of 57 Exhibit A-2

Spanish Trail, West (Kemmer) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1130.011 Maureen Winslow Carpenter F. Ferrell Davis 7/14/2008 500.00 DocNo: 2010-16764 AMD Midland Vol 3076, Pge 134 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines TX1130.012 Margaret Christina Carpenter F. Ferrell Davis 7/14/2008 500.00 DocNo: 2010-16764 AMD Midland Vol 3076, Pge 136 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines TX1130.013 Russell Paul Carpenter F. Ferrell Davis 7/14/2008 500.00 DocNo: 2010-16764 AMD Midland Vol 3076, Pge 138 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines TX1130.014 Ladis Szpila F. Ferrell Davis 10/2/2009 500.00 DocNo: 2009-21282 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines Spanish Trail, West (South) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1130.001 Spanish Trail Land and Cattle Company, L.P., & IBEX Mineral Resources, L.L.C. Windsor Permian LLC 2/29/2008 1,546.95 DocNo: 2010-6164 AMD Midland Vol 3018, Pge 413 MM Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 05: All Section 08: All of the S½ lying North of the RR ROW Section 08: E½NE¼ Section 08: E½NW¼ Section 08: N½ Section 08: W½NE¼ Section 08: W½NW¼ Page 41 of 57 Exhibit A-2

Spanish Trail, West (West) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1130.001 Spanish Trail Land and Cattle Company, L.P., & IBEX Mineral Resources, L.L.C. Windsor Permian LLC 2/29/2008 1,950.40 DocNo: 2010-6164 AMD Midland Vol 3018, Pge 413 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 43: All T&P Survey, Blk 40, T2S, Midland County, Texas Section 06: All Section 07: All TX1130.002 American State Bank, Lubbock, Texas, as Trustee of the Beal Foundation Investment Trust Patriot Resources Partners LLC 6/9/2008 1,950.40 Vol 3093, Pge 667 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 43: All T&P Survey, Blk 40, T2S, Midland County, Texas Section 06: All Section 07: All Spanish Trail, West Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1130.001 Spanish Trail Land and Cattle Company, L.P., & IBEX Mineral Resources, L.L.C. Windsor Permian LLC 2/29/2008 3,914.77 DocNo: 2010-6164 AMD Midland Vol 3018, Pge 413 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 39: S½ Section 40: All Section 41: All Section 44: All Section 45: All T&P Survey, Blk 41, T1S, Midland County, Texas Section 25: All Section 36: E½ Tower Road Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1233.001 Brandon Lee Gage Trust, Barbara Elliott, Trustee RSP Permian, L.L.C. 5/23/2011 342.20 DocNo: 2011-15951 OGL Midland T&P Survey, Blk 39, T2S, Midland County, Texas Section 44: Tracts 1 & 2 according to a subdivision plat recorded in Vol 54, Pg 370, Deed Records, Midland Co, T.X Page 42 of 57 Exhibit A-2

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1286.001 John David Williams, SSP Chalfant Properties, Inc. 9/24/2012 210.00 Vol 716, Pge 578 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 03: E/2 E/210 acres N/2 Section 03: W/2 E/210 acres N/2 TX1286.003 Mary Catharie Kuykendall, Individually and as Independent Executrix of the Estate of Catherine Williams, dec'd Chalfant Properties, Inc. 8/31/2012 210.00 Vol 691, Pge 159 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 03: E/2 E/210 acres N/2 Section 03: W/2 E/210 acres N/2 TX1286.004 Nancy Lee Twining, SSP Chalfant Properties, Inc. 8/31/2012 210.00 Vol 691, Pge 157 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 03: E/2 E/210 acres N/2 Section 03: W/2 E/210 acres N/2 TX1286.005 Suzanna Lane Johnson Chalfant Properties, Inc. 9/24/2012 210.00 Vol 693, Pge 113 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 03: E/2 E/210 acres N/2 Section 03: W/2 E/210 acres N/2 TX1288.001 Bruce Carroll Earnest Chalfant Properties, Inc. 11/28/2012 110.00 Vol 702, Pge 310 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 03: W/110 acres N/2 TX1288.002 LuJuana Leach, SSP Chalfant Properties, Inc. 9/24/2012 110.00 Vol 705, Pge 359 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 03: W/110 acres N/2 TX1288.003 Mary Nell Kelley, SSP Chalfant Properties, Inc. 9/24/2012 110.00 Vol 705, Pge 356 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 03: W/110 acres N/2 TX1288.004 Milton Ray Earnest Chalfant Properties, Inc. 11/28/2012 110.00 Vol 702, Pge 315 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 03: W/110 acres N/2 TX1289.001 Marcy Brown Jackson, SSP Chalfant Properties, Inc. 8/6/2013 160.00 Vol 717, Pge 240 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 03: SE/4 TX1289.002 Robert F. Brown, SSP Chalfant Properties, Inc. 8/6/2013 160.00 Vol 716, Pge 574 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 03: SE/4 Page 43 of 57 Exhibit A-2

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1289.003 Robert J. Brown, SSP Chalfant Properties, inc. 8/6/2013 160.00 Vol 719, Pge 43 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 03: SE/4 TX1290.000 Jo Ann Hart, Individually; Debra Ray Hodgson Salisbury, Individually; and Sandra Sue Granberry Chalfant Properties, Inc. 11/20/2012 320.00 Vol 700, Pge 507 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 04: NE/4 T&P Survey, Blk 35, T5N, Dawson County, Texas Section 45: SE/4 TX1291.001 Charlie D. King, SSP Chalfant Properties, Inc. 8/19/2012 320.00 Vol 695, Pge 486 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 07: NE/4 Section 07: SE/4 TX1291.002 Sandra Crump Mayfield, SSP Chalfant Properties, Inc. 8/6/2013 320.00 Vol 715, Pge 562 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 07: NE/4 Section 07: SE/4 TX1292.001 Carol Staggs, aka Carol W. Stephens, SSP Chalfant Properties, Inc. 8/9/2012 160.00 Vol 688, Pge 513 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 08: SE/4 TX1292.002 Duane Ray Jones, SSP Chalfant Properties, Inc. 8/9/2012 160.00 Vol 693, Pge 89 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 08: SE/4 TX1292.003 Gay Nell Harris, SSP Chalfant Properties, Inc. 7/20/2012 160.00 Vol 690, Pge 289 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 08: SE/4 TX1292.004 James A. Barnes, SSP Chalfant Properties, Inc. 7/24/2012 160.00 Vol 687, Pge 711 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 08: SE/4 TX1292.005 Julie Anne Foster, SSP Chalfant Properties, Inc. 8/9/2012 160.00 Vol 689, Pge 345 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 08: SE/4 TX1292.006 Louis Ridings JR., SSP Chalfant Properties, Inc. 7/20/2012 160.00 Vol 687, Pge 714 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 08: SE/4 Page 44 of 57 Exhibit A-2

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1292.007 Robert R. Barnes, SSP Chalfant Properties, Inc. 7/24/2012 160.00 Vol 687, Pge 708 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 08: SE/4 TX1292.008 Tommy Mears, SSP Chalfant Properties, Inc. 8/9/2012 160.00 Vol 688, Pge 516 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 08: SE/4 TX1294.002 JDAV Land Services, INC. Chalfant Properties, Inc. 8/9/2012 160.00 Vol 715, Pge 550 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 09: SE/4 TX1294.003 Ronnie Lynn Motley, SSP Chalfant Properties, Inc. 8/11/2012 160.00 Vol 715, Pge 254 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 09: SE/4 TX1294.004 Thomas E. Phillips, SSP Chalfant Properties, Inc. 8/12/2013 160.00 Vol 715, Pge 248 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 09: SE/4 TX1294.005 Tony and Sue Scott Oak Valley Mineral and LP 2/14/2012 360.00 Vol 684, Pge 354 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 09: SE/4 Section 10: SW/4 and W/2W/2SE/4 TX1294.006 JDAV Land Services, INC Chalfant Properties, Inc. 8/9/2012 200.00 Vol 715, Pge 553 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 10: SW/4 and W/2W/2SE/4 TX1294.007 Ronnie Lynn Motley, SSP Chalfant Properties, Inc. 8/11/2012 200.00 Vol 715, Pge 257 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 10: SW/4 and W/2W/2SE/4 TX1294.008 Thomas E. Phillips, SSP Chalfant Properties, Inc. 8/12/2013 200.00 Vol 715, Pge 251 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 10: SW/4 and W/2W/2SE/4 TX1295.000 Carolyn Jean Claiborne, SSP Chalfant Properties, Inc. 7/2/2013 330.00 Vol 712, Pge 266 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 09: NW/4 & South 10 Ac. of SW/4 Section 16: NW/4 TX1296.000 Willie G. Davis & Wanda L. Davis his wife Chalfant Properties, Inc. 8/14/2013 150.00 Vol 716, Pge 144 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 09: North 150 Ac. of SW/4 Page 45 of 57 Exhibit A-2

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1297.001 Darla Jo Hanson, SSP Chalfant Properties, Inc. 8/19/2013 180.50 Vol 718, Pge 227 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 14: W/2 of North 361 ac. TX1297.002 Glenn Madison, Trustee of the Annabel Madison Family Trust Chalfant Properties, Inc. 9/10/2013 180.50 Vol 719, Pge 201 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 14: W/2 of North 361 ac. TX1298.001 Emmett Morgan Chalfant Properties, Inc. 11/19/2012 2,080.00 Vol 697, Pge 346 MM Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 19: W/2 Section 29: NW/4 and N/2SW/4 Section 30: All T&P Survey, Blk 36, T4N, Dawson County, Texas Section 25: E/2NE/4 & SE/4 Section 36: All TX1298.002 Hardy Morgan Chalfant Properties, Inc. 10/31/2012 2,080.00 Vol 697, Pge 345 MM Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 19: W/2 Section 29: NW/4 and N/2SW/4 Section 30: All T&P Survey, Blk 36, T4N, Dawson County, Texas Section 25: E/2NE/4 & SE/4 Section 36: All TX1298.003 Katie Bess Williamson Chalfant Properties, Inc. 10/31/2012 2,080.00 Vol 697, Pge 714 MM Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 19: W/2 Section 29: NW/4 and N/2SW/4 Section 30: All T&P Survey, Blk 36, T4N, Dawson County, Texas Section 25: E/2NE/4 & SE/4 Section 36: All Page 46 of 57 Exhibit A-2

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1298.004 Maurine Vaughn Estate Chalfant Properties, Inc. 11/19/2012 2,080.00 Vol 697, Pge 347 MM Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 19: W/2 Section 29: NW/4 and N/2SW/4 Section 30: All T&P Survey, Blk 36, T4N, Dawson County, Texas Section 25: E/2NE/4 & SE/4 Section 36: All TX1298.005 Morgan Family Ranches, LTD Chalfant Properties, Inc. 11/19/2012 2,080.00 Vol 697, Pge 348 MM Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 19: W/2 Section 29: NW/4 and N/2SW/4 Section 30: All T&P Survey, Blk 36, T4N, Dawson County, Texas Section 25: E/2NE/4 & SE/4 Section 36: All TX1298.006 Paul W. Morgan Testamentary Trust Chalfant Properties, Inc. 11/19/2012 2,080.00 Vol 697, Pge 344 MM Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 19: W/2 Section 29: NW/4 and N/2SW/4 Section 30: All T&P Survey, Blk 36, T4N, Dawson County, Texas Section 25: E/2NE/4 & SE/4 Section 36: All TX1298.007 Ruby Rule, SSP Chalfant Properties, Inc. 11/19/2012 2,080.00 Vol 697, Pge 713 MM Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 19: W/2 Section 29: NW/4 and N/2SW/4 Section 30: All T&P Survey, Blk 36, T4N, Dawson County, Texas Section 25: E/2NE/4 & SE/4 Section 36: All Page 47 of 57 Exhibit A-2

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1298.008 Margaret Morgan Purvis, SSP Chalfant Properties, Inc. 10/31/2012 2,080.00 Vol 694, Pge 194 MM Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 19: W/2 Section 29: NW/4 and N/2SW/4 Section 30: All T&P Survey, Blk 36, T4N, Dawson County, Texas Section 25: E/2NE/4 & SE/4 Section 36: All TX1298.009 John Morgan, Individually and the John E Morgan Family Limited Partnership Chalfant Properties, Inc. 11/19/2012 2,080.00 Vol 697, Pge 129 MM Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 19: W/2 Section 29: NW/4 and N/2SW/4 Section 30: All T&P Survey, Blk 36, T4N, Dawson County, Texas Section 25: E/2NE/4 & SE/4 Section 36: All TX1299.000 Mamie Ferguson, SSP Chalfant Properties, Inc. 5/29/2013 160.00 Vol 714, Pge 661 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 29: NE/4 TX1300.001 Frances Gwen Johnson; James Robert Dyer; and William Jack Dyer Chalfant Properties, Inc. 12/10/2012 480.00 Vol 709, Pge 446 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 17: NE/4 TX1300.002 Bradley Dyer Lengel, SSP Chalfant Properties, Inc. 1/9/2013 160.00 Vol 709, Pge 457 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 17: NE/4 TX1300.003 Bret Lane Bratcher, Independent Executor of The Estate of Carole Dyer Bratcher Chalfant Properties, Inc. 12/10/2012 160.00 Vol 705, Pge 609 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 17: NE/4 TX1300.004 Brian W. Lengel, SSP Chalfant Properties, Inc. 1/9/2013 160.00 Vol 709, Pge 453 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 17: NE/4 TX1300.005 Thelma Dyer Brower, SSP Chalfant Properties, Inc. 1/9/2013 160.00 Vol 709, Pge 461 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 17: NE/4 Page 48 of 57 Exhibit A-2

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1301.003 Coffman Family Minerals, LLC Chalfant Properties, Inc. 8/5/2013 160.00 Vol 716, Pge 581 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 33: SW/4 TX1301.004 Jo Robert Greene and Rebeca Lee Sanders, Independent Co -Executors of the Estate of A.M. Greene, dec'd and Co-trustees of the A.M. Greene Trust Chalfant Properties, Inc. 8/5/2013 160.00 Vol 718, Pge 276 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 33: SW/4 TX1301.006 Minnix Family Oil and Minerals, LLC Chalfant Properties, Inc. 8/5/2013 160.00 Vol 715, Pge 260 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 33: SW/4 TX1303.001 Judith Everts, et al Oak Valley Mineral and Land, LP 10/17/2011 1,920.00 Vol 674, Pge 437 MM Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 33: N/2 TX1304.001 Darla Jo Hanson, SSP Chalfant Properties, Inc. 8/5/2013 140.00 Vol 715, Pge 231 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 40: S/140 acs. of SE/4 TX1305.001 Denise Greaves Clark, SSP Chalfant Properties, Inc. 10/1/2012 320.00 Vol 693, Pge 98 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 44: SE/4 SAE 5 acs desc in 39/614 Section 44: SE/Corner of the SE/4 as desc in 39/614 cont 5 acs. Section 44: SW/4 TX1305.002 Edith Maurine Williams, a widow Chalfant Properties, Inc. 9/25/2012 320.00 Vol 693, Pge 118 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 44: SE/4 SAE 5 acs desc in 39/614 Section 44: SE/Corner of the SE/4 as desc in 39/614 cont 5 acs. Section 44: SW/4 TX1305.003 Jeynette G. Simmons, SSP Chalfant Properties, Inc. 8/16/2013 320.00 Vol 718, Pge 224 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 44: SE/4 SAE 5 acs desc in 39/614 Section 44: SE/Corner of the SE/4 as desc in 39/614 cont 5 acs. Section 44: SW/4 Page 49 of 57 Exhibit A-2

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1305.004 Larry Greaves, SSP Chalfant Properties, Inc. 10/1/2012 320.00 Vol 693, Pge 92 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 44: SE/4 SAE 5 acs desc in 39/614 Section 44: SE/Corner of the SE/4 as desc in 39/614 cont 5 acs. Section 44: SW/4 TX1305.005 Lovetta Bowlin Beckmeyer, SSP Chalfant Properties, Inc. 10/10/2012 320.00 Vol 693, Pge 107 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 44: SE/4 SAE 5 acs desc in 39/614 Section 44: SE/Corner of the SE/4 as desc in 39/614 cont 5 acs. Section 44: SW/4 TX1305.006 Marcis Greaves Jefferis Chalfant Properties, Inc. 8/27/2013 320.00 Vol 718, Pge 279 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 44: SE/4 SAE 5 acs desc in 39/614 Section 44: SE/Corner of the SE/4 as desc in 39/614 cont 5 acs. Section 44: SW/4 TX1305.007 Melody Loy Greaves Newsom Chalfant Properties, Inc. 10/3/2012 320.00 Vol 693, Pge 101 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 44: SE/4 SAE 5 acs desc in 39/614 Section 44: SE/Corner of the SE/4 as desc in 39/614 cont 5 acs. Section 44: SW/4 TX1305.008 Ricky Wayne Greaves, SSP Chalfant Properties, Inc. 10/3/2012 320.00 Vol 693, Pge 104 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 44: SE/4 SAE 5 acs desc in 39/614 Section 44: SE/Corner of the SE/4 as desc in 39/614 cont 5 acs. Section 44: SW/4 TX1305.009 Terry Greaves and wife, Melissa Greaves Chalfant Properties, Inc. 10/1/2012 320.00 Vol 693, Pge 95 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 44: SE/4 SAE 5 acs desc in 39/614 Section 44: SE/Corner of the SE/4 as desc in 39/614 cont 5 acs. Section 44: SW/4 TX1305.010 Tony Wayne Greaves, SSP Chalfant Properties, Inc. 8/14/2013 320.00 Vol 717, Pge 237 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 44: SE/4 SAE 5 acs desc in 39/614 Section 44: SE/Corner of the SE/4 as desc in 39/614 cont 5 acs. Section 44: SW/4 Page 50 of 57 Exhibit A-2

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1306.001 Bruce Carroll Earnest, SSP Chalfant Properties, Inc. 8/6/2013 160.00 Vol 715, Pge 285 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 46: S/60ac. of NW/4 & W/100ac.of SW/4 TX1306.002 Milton Ray Earnest, SSP Chalfant Properties, Inc. 8/6/2013 160.00 Vol 715, Pge 281 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 46: S/60ac. of NW/4 & W/100ac.of SW/4 TX1307.001 Baptist Foundation of Texas, a Texas nonprofit corporation Chalfant Properties, Inc. 8/5/2013 160.00 Vol 715, Pge 546 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 16: NE/4 TX1308.001 Flache Farms Chalfant Properties, Inc. 7/11/2013 320.00 Vol 715, Pge 275 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 34: W/2 TX1309.001 Dennis Schneider and wife, Leatrice Schneider Chalfant Properties, Inc. 5/29/2013 440.00 Vol 712, Pge 283 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: W/2SW/4 Section 21: N/2NE/4 Section 21: SE/4 Section 21: SE/4NE/4 Section 28: W/2NE/4 TX1309.002 Tommy Don Davis, SSP Chalfant Properties, Inc. 6/28/2013 400.00 Vol 712, Pge 593 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: E/2SW/4 Section 15: W/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1309.003 Steve Dwayne Hodges, SSP Chalfant Properties, Inc. 7/8/2013 320.00 Vol 714, Pge 368 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: W/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1309.004 Staci Rhnea Mathis, SSP Chalfant Properties, Inc. 8/2/2013 320.00 Vol 715, Pge 266 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: E/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 Page 51 of 57 Exhibit A-2

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1309.005 Rensay Mark Davis, SSP Chalfant Properties, Inc. 8/2/2013 320.00 Vol 715, Pge 239 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: E/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1309.006 Pauline White, a widow Chalfant Properties, Inc. 5/29/2013 400.00 Vol 712, Pge 287 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: E/2SW/4 Section 15: W/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1309.007 Oliver Kelby Davis, SSP Chalfant Properties, Inc. 8/2/2013 320.00 Vol 715, Pge 263 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: E/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1309.008 Beecher McCormick and wife, Joye McCormick Chalfant Properties, Inc. 7/23/2013 80.00 Vol 714, Pge 657 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: E/2SW/4 TX1309.009 Cynthia Buffington, SSP Chalfant Properties, Inc. 6/19/2013 400.00 Vol 714, Pge 356 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: E/2SW/4 Section 15: W/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1309.010 David Allen Davis, SSP Chalfant Properties, Inc. 8/2/2013 320.00 Vol 717, Pge 234 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: E/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1309.011 Edward Douglas Davis, SSP Chalfant Properties, Inc. 6/28/2013 400.00 Vol 712, Pge 590 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: E/2SW/4 Section 15: W/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 Page 52 of 57 Exhibit A-2

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1309.012 Gary Bailey, SSP Chalfant Properties, Inc. 6/19/2013 400.00 Vol 714, Pge 360 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: E/2SW/4 Section 15: W/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1309.013 Jannette Lee Hodges Westbrook, SSP Chalfant Properties, Inc. 7/8/2013 320.00 Vol 714, Pge 364 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: W/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1309.014 Linda Taylor, SSP Chalfant Properties, Inc. 6/19/2013 400.00 Vol 714, Pge 352 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: E/2SW/4 Section 15: W/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1309.015 Nita M. Bromm McCoy, SSP Chalfant Properties, Inc. 7/8/2013 320.00 Vol 714, Pge 372 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: W/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1312.001 Jane Hogue Brown Chalfant Properties, Inc. 7/12/2012 120.00 Vol 687, Pge 456 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: S/2NW/4 & NW/4NW/4 TX1312.002 Phyllis Hogue, Individually and as Independent Excutrix of the Estate fo James Frank Hogue Chalfant Properties, Inc. 7/12/2012 120.00 Vol 687, Pge 705 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: S/2NW/4 & NW/4NW/4 TX1312.003 Sallie Hogue Baily Chalfant Properties, Inc. 7/12/2012 120.00 Vol 687, Pge 453 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: S/2NW/4 & NW/4NW/4 TX1313.001 Carolyn Copenhaver Ramsey, as Agent and Attorney in Fact for Mary Jo English Merriman Chalfant Properties, Inc. 7/23/2013 80.00 Vol 714, Pge 654 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: NE/4NW/4 Section 21: SW/4NE/4 Page 53 of 57 Exhibit A-2

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1314.001 Don H. Peterson and wife, Mary L. Peterson Chalfant Properties, Inc. 3/6/2013 400.00 Vol 712, Pge 277 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 22: NE/4 and E/2SE/4 Section 28: SW/4 TX1314.002 Larry Turner and wife, Judy Turner Chalfant Properties, Inc. 3/6/2013 400.00 Vol 712, Pge 271 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 22: E/2 less W/2SE/4 Section 28: SW¼, from surface to 12,000' TX1314.003 Lamesa National Bank Chalfant Properties, Inc. 3/6/2013 54.00 Vol 713, Pge 707 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 22: E/54 acres of W/2SE/4 TX1314.004 Judith Everts, SSP; Quinton Airhart, SSP; Gayland Airhart, SSP; Donald Airhart, SSP; Glenda Shortes, SSP; and James Airhart Jr., SSP Chalfant Properties, Inc. 3/6/2013 924.00 Vol 713, Pge 714 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 22: E/2SW/4 and the W/20 acres of the W/2SE/4 Section 22: E/54 acres of W/2SE/4 TX1315.001 Clifford Lynn Martin Jr. Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 362 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.002 Cheryl D. Krieger Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 383 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.003 Donald Lynn Bumpass Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 368 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.004 Janelle Martin Jones Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 365 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.005 Jessie M. Rodgers Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 371 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.006 Joe Mac Gaskins, Trustee, LMG Family Trust Chalfant Properties, Inc. 3/11/2013 160.00 Vol 714, Pge 119 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 Page 54 of 57 Exhibit A-2

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1315.007 Kenneth Darrel Franks Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 389 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.008 Lavona J. Watts Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 392 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.009 Nelda Franks Henderson Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 386 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.010 Thomas Glenn Martin Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 380 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.011 Vernell Martin Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 374 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.012 Vicki Martin Furlong Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 398 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.013 Willard Thomas Martin Jr. Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 377 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.014 John S. Walton, Jr., SSP Chalfant Properties, Inc. 8/6/2013 160.00 Vol 715, Pge 245 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: SE/4 TX1315.015 Samuel A. Hale, Sr., SSP Chalfant Properties, Inc. 8/6/2013 160.00 Vol 715, Pge 242 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: SE/4 TX1315.016 G. Pearl Flache Chalfant Properties, Inc. 7/11/2013 157.13 Vol 715, Pge 269 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: All the NE/4, SAE a part of the NE/4, described as Block #6, Lot #4 in Sparenberg, TX and SAE a part of the NE/4, described as the E/2 of Block #10 in Sparenberg, TX containing 157.13039500 acres more or less TX1316.001 Carole Sutherland, SSP Chalfant Properties, Inc. 7/12/2013 160.00 Vol 714, Pge 349 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 28: E/2NW/4 Section 28: W/2NE/4 Page 55 of 57 Exhibit A-2

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1316.002 Carolyn Wilson, SSP Chalfant Properties, Inc. 7/12/2013 160.00 Vol 714, Pge 346 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 28: E/2NW/4 Section 28: W/2NE/4 TX1316.003 Ernest Lee Stafford, SSP Chalfant Properties, Inc. 8/2/2013 160.00 Vol 715, Pge 559 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 28: E/2NE/4 Section 28: E/2NW/4 TX1316.004 James Robert Stafford and wife, Kelly Stafford Chalfant Properties, Inc. 8/5/2013 160.00 Vol 715, Pge 556 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 28: E/2NE/4 Section 28: E/2NW/4 TX1316.005 Leslie Stafford Baumann, SSP Chalfant Properties, Inc. 8/5/2013 160.00 Vol 717, Pge 231 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 28: E/2NE/4 Section 28: E/2NW/4 TX1316.006 Marye Anne Hale, SSP Chalfant Properties, Inc. 7/12/2013 160.00 Vol 713, Pge 430 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 28: E/2NW/4 Section 28: W/2NE/4 TX1318.001 Kay Krezer, a widow Chalfant Properties, Inc. 8/22/2013 180.00 Vol 718, Pge 303 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 40: N/180 acs. of E/2 TX1320.001 Charlie D. King Chalfant Properties, Inc. 9/6/2013 145.00 Vol 719, Pge 159 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 05: NW/4, save and except 15 acres in the NE/4 corner described by metes and bounds in that certain Deed from L.R. Earnest and wife LaVerne Earnest, to Olon Earnest dated 2/26/1959 in Vol: 169, Page: 125 of the Deed Records of Dawson County, TX TX1320.002 Mary O. Rosson, Individually and as Administratrix of the Estate of Fred E. Rosson, Dec'd Chalfant Properties, Inc. 9/10/2013 145.00 Vol 719, Pge 204 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 05: NW/4, save and except 15 acres in the NE/4 corner described by metes and bounds in that certain Deed from L.R. Earnest and wife LaVerne Earnest, to Olon Earnest dated 2/26/1959 in Vol: 169, Page: 125 of the Deed Records of Dawson County, TX TX1321.001 Vernell E. Thompson, SSP Chalfant Properties, Inc. 9/10/2013 15.00 Vol 719, Pge 198 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 05: All of the NE/4 corner of the NW/4, described by metes and bounds in that certain Deed from L.R. Earnest and wife LaVerne Earnest, to Olon Earnest dated 2/26/1959 in Vol: 169, Page 125 of the Deed Records of Dawson County, TX Page 56 of 57 Exhibit A-2

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1321.002 Neva Jean Lott, SSP Chalfant Properties, Inc. 9/10/2013 15.00 Vol 719, Pge 207 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 05: All of the NE/4 corner of the NW/4, described by metes and bounds in that certain Deed from L.R. Earnest and wife LaVerne Earnest, to Olon Earnest dated 2/26/1959 in Vol: 169, Page 125 of the Deed Records of Dawson County, TX TX1322.000 The Mary Stafford Trust Dated June 8, 2011 Chalfant Properties, Inc. 8/10/2013 160.00 Vol 719, Pge 153 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: SW¼ Page 57 of 57 Exhibit A-2

Exhibit A-2 - Collins Wells Attached to that certain MASTER CONTRIBUTION AGREEMENT dated January 6, 2014 by and among RSP PERMIAN, INC., WALLACE FAMILY PARTNERSHIP, LP & TED COLLINS, JR., et al Well Name API Status Pecan Acres 23-12 329-37806 Completing Pecan Acres 23-03 329-37805 Producing Pecan Acres 23-06 329-37804 Producing Pecan Acres 23-11 329-38322 Producing Pecan Acres 23A-01 329-37761 Producing Pecan Acres 23A-02 329-37760 Producing Pecan Acres 23A-03 329-37770 Producing ST S No 0501H 329-38749 Completing ST S No 0504H 329-38881 Completing ST S No 0501 329-36688 Producing ST S No 0504 329-37276 Producing ST S No 0505 329-37458 Producing ST S No 0506 329-37032 Producing ST S No 0511 329-37459 Producing ST S No 0512 329-37432 Producing ST S No 0513 329-38075 Producing ST S No 0804 329-37741 Producing ST W No 0702H 329-38806 Completing ST W No 0705H 329-38957 Completing ST W No 4315 329-38384 Completing ST W No 4305H 329-38790 Drilling ST W No 0601 329-38385 Producing ST W No 0603 329-37035 Producing ST W No 0607 329-37384 Producing ST W No 0608 329-38073 Producing ST W No 0609 329-37385 Producing ST W No 0612 329-37774 Producing ST W No 0616 329-37386 Producing ST W No 0701H 329-38504 Producing ST W No 0702 329-36795 Producing ST W No 0703 329-37442 Producing ST W No 0704 329-37443 Producing ST W No 0705 329-37444 Producing ST W No 0706H 329-38736 Producing ST W No 0708 329-38286 Producing ST W No 0709 329-38285 Producing ST W No 0713 329-37260 Producing ST W No 4301 329-36352 Producing ST W No 4301H 329-38500 Producing ST W No 4302H 329-38554 Producing ST W No 4304 329-37762 Producing ST W No 4311 329-36353 Producing ST W No 4314 329-37054 Producing Llano (Pecan Acres) Prospect Operated by: Callon Petroleum Company Well Count: 7 Spanish Trail, West (South) Prospect Operated by: Diamondback Energy, Inc. Well Count: 10 Spanish Trail, West (West) Prospect Operated by: Diamondback Energy, Inc. Well Count: 26 1 Exhibit A-2

ST NW No 2504H 329-38805 Completing ST NW No 2505H 329-38794 Completing ST NW No 3602H 329-38797 Completing ST NW No 3603H 329-38800 Completing ST No 4014 329-38604 Completing ST No 4101 329-38375 Completing ST No 4105H 329-38807 Completing ST No 4106H 329-38788 Completing ST No 4401 329-38389 Completing ST No 4406 329-38393 Completing ST No 4503 329-38610 Completing ST No 4505H 329-38901 Completing ST No 4515 329-38614 Completing ST NW No 2512 329-38409 Drilling ST NW No 3601H 329-38960 Drilling ST No 4103H 329-39015 Drilling ST No 4104H 329-39016 Drilling ST No 4504H 329-38900 Drilling ST No 4408 329-36345 NonConsent ST NW No 2501 329-36036 Producing ST NW No 2501H 329-38377 Producing ST NW No 2502 329-36841 Producing ST NW No 2502H 329-38378 Producing ST NW No 2503 329-37058 Producing ST NW No 2505 329-38407 Producing ST NW No 2506 329-36041 Producing ST NW No 2508 329-36800 Producing ST NW No 2509 329-38079 Producing ST NW No 2511 329-38454 Producing ST NW No 2514 329-37931 Producing ST NW No 2515 329-38067 Producing ST NW No 2516 329-38071 Producing ST NW No 3602 329-37967 Producing ST NW No 3607R 329-38329 Producing ST NW No 3608 329-37593 Producing ST NW No 3608A 329-38047 Producing ST NW No 3609 329-38099 Producing ST NW No 3610 329-37216 Producing ST NW No 3615 329-37986 Producing ST NW No 3616 329-38043 Producing ST No 3909 329-36107 Producing ST No 3910 329-36108 Producing ST No 3911 329-36109 Producing ST No 4002 329-37096 Producing ST No 4004 329-38528 Producing ST No 4005 329-38293 Producing ST No 4006 329-36070 Producing ST No 4007 329-36071 Producing ST No 4011 329-36075 Producing ST No 4012 329-38404 Producing ST No 4013 329-37016 Producing Spanish Trail, West Prospect Operated by: Diamondback Energy, Inc. Well Count: 85 2 Exhibit A-2

ST No 4102 329-35996 Producing ST No 4103 329-38093 Producing ST No 4104 329-38605 Producing ST No 4106 329-36001 Producing ST No 4107 329-35973 Producing ST No 4108 329-36002 Producing ST No 4109 329-36003 Producing ST No 4110 329-38316 Producing ST No 4111 329-36005 Producing ST No 4112 329-38607 Producing ST No 4114 329-36006 Producing ST No 4115 329-36007 Producing ST No 4116 329-36859 Producing ST No 4402 329-38387 Producing ST No 4403 329-38380 Producing ST No 4404 329-38381 Producing ST No 4405 329-38390 Producing ST No 4407 329-38406 Producing ST No 4409 329-38391 Producing ST No 4410 329-38394 Producing ST No 4411 329-38392 Producing ST No 4412 329-38451 Producing ST No 4415 329-37985 Producing ST No 4416 329-38386 Producing ST No 4501 329-37933 Producing ST No 4504 329-38388 Producing ST No 4507 329-36417 Producing ST No 4508 329-38039 Producing ST No 4508B 329-38612 Producing ST No 4509 329-38041 Producing ST No 4512 329-36295 Producing ST No 4513 329-36402 Producing ST No 4514 329-36422 Producing ST No 4516 329-38004 Producing Ratliff A No 2903H 135-41764 Producing Bus Barn No 2617D 329-38734 Completing Bus Barn No 2618D 329-38735 Completing Bus Barn No 2601 329-37115 Producing Bus Barn No 2602 329-37114 Producing Bus Barn No 2603D 329-38618 Producing Bus Barn No 2604 329-37124 Producing Bus Barn No 2605 329-37125 Producing Bus Barn No 2606 329-37493 Producing Bus Barn No 2611D 329-38098 Producing Bus Barn No 2616D 329-38479 Producing Parks (Horizontal) Prospect Operated by: Reliance Energy, Inc. Well Count: 1 Bus Barn Prospect Operated by: RSP Permian, L.L.C. Well Count: 10 Spanish Trail, West Prospect Operated by: Diamondback Energy, Inc. (Cont.) 3 Exhibit A-2

Cross Bar Ranch No 2006 003-45123 Completing Cross Bar Ranch No 2007 003-45104 Completing Cross Bar Ranch No 1717HWB 003-45312 Drilling Cross Bar Ranch No 0701 317-35369 Producing Cross Bar Ranch No 0702 317-36825 Producing Cross Bar Ranch No 0703 317-36899 Producing Cross Bar Ranch No 0709 317-37595 Producing Cross Bar Ranch No 0710 317-37598 Producing Cross Bar Ranch No 0801 003-40810 Producing Cross Bar Ranch No 0802 003-41327 Producing Cross Bar Ranch No 0803 003-43913 Producing Cross Bar Ranch No 0805 003-43933 Producing Cross Bar Ranch No 1701 003-40595 Producing Cross Bar Ranch No 1702 003-42892 Producing Cross Bar Ranch No 1703 003-42902 Producing Cross Bar Ranch No 1709 003-44493 Producing Cross Bar Ranch No 1801 003-42978 Producing Cross Bar Ranch No 1802 317-37377 Producing Cross Bar Ranch No 1803 317-37373 Producing Cross Bar Ranch No 1809 317-37945 Producing Cross Bar Ranch No 1811H 317-38465 Producing Cross Bar Ranch No 1901 317-35255 Producing Cross Bar Ranch No 1902 317-35439 Producing Cross Bar Ranch No 1903 317-36008 Producing Cross Bar Ranch No 1904 317-36009 Producing Cross Bar Ranch No 1905 317-36452 Producing Cross Bar Ranch No 1907 317-37512 Producing Cross Bar Ranch No 1911 317-37506 Producing Cross Bar Ranch No 1912 317-37509 Producing Cross Bar Ranch No 2001 003-40675 Producing Cross Bar Ranch No 2002 003-43332 Producing Cross Bar Ranch No 2003 003-43333 Producing Cross Bar Ranch No 2009X 003-44705 Producing Cross Bar Ranch No 2010 003-44811 Producing Cross Bar Ranch No 2011 003-45437 Producing Cross Bar Ranch No 2017WB 003-45281 Producing Cross Bar Ranch No 2901 003-40671 Producing Cross Bar Ranch No 2902 003-41156 Producing Cross Bar Ranch No 2903 003-43331 Producing Cross Bar Ranch No 2904 003-43334 Producing Cross Bar Ranch No 2905 317-38395 Producing Cross Bar Ranch No 2906 003-44656 Producing Cross Bar Ranch No 2907 003-45339 Producing Cross Bar Ranch No 2908 003-44810 Producing Cross Bar Ranch No 3001E 317-33321 Producing Cross Bar Ranch No 3002W 317-35608 Producing Cross Bar Ranch No 3003W 317-36451 Producing Cross Bar Ranch No 3004W 317-37069 Producing Cross Bar Ranch No 3005E 317-36730 Producing Cross Bar Ranch No 3006E 317-36698 Producing Cross Bar Ranch No 3007E 317-37378 Producing Cowden, West Prospect Operated by: RSP Permian, L.L.C. Well Count: 75 4 Exhibit A-2

Cross Bar Ranch No 3008W 317-38396 Producing Cross Bar Ranch No 3010W 317-38279 Producing Cross Bar Ranch No 3011W 317-38446 Producing Cross Bar Ranch No 3012W 317-38280 Producing Cross Bar Ranch No 3013W 317-38072 Producing Cross Bar Ranch No 3014W 317-38166 Producing Cross Bar Ranch No 3101W 317-35236 Producing Cross Bar Ranch No 3102E 317-33185 Producing Cross Bar Ranch No 3103E 329-35628 Producing Cross Bar Ranch No 3104E 329-37117 Producing Cross Bar Ranch No 3105W 317-34825 Producing Cross Bar Ranch No 3106W 317-38071 Producing Cross Bar Ranch No 3107E 317-35496 Producing Cross Bar Ranch No 3109W 317-35910 Producing Cross Bar Ranch No 3110W 317-35929 Producing Cross Bar Ranch No 3111E 317-36697 Producing Cross Bar Ranch No 3112E 317-37379 Producing Cross Bar Ranch No 3113W 317-37412 Producing Cross Bar Ranch No 3114W 317-37413 Producing Cross Bar Ranch No 3116W 317-37415 Producing Cross Bar Ranch No 3117W 317-37416 Producing Cross Bar Ranch No 3118W 317-37579 Producing Cross Bar Ranch No 3120E 317-38098 Producing Cross Bar Ranch No 3123E 317-38099 Producing Estes No 201 329-37113 Producing Estes No 202 329-37410 Producing Estes No 203 329-37127 Producing Estes No 204 329-37128 Producing Estes No 205 329-37412 Producing Estes No 207 329-37776 Producing Estes No 208 329-37777 Producing Estes No 210 329-38202 Producing Estes No 211 329-38199 Producing Estes No 213 329-38707 Producing Johnson Ranch No 0912WB 317-38564 Completing Johnson Ranch No 0912MS 317-38917 Drilling Glass Ranch No 1301 317-35234 Producing Glass Ranch No 1302 317-35738 Producing Glass Ranch No 1303 317-35965 Producing Glass Ranch No 1304 317-35964 Producing Johnson Ranch No 0401 317-35098 Producing Johnson Ranch No 0402 317-35655 Producing Johnson Ranch No 0403 317-36638 Producing Johnson Ranch No 0405 317-36648 Producing Johnson Ranch No 0406 317-38299 Producing Johnson Ranch No 0407 317-36926 Producing Johnson Ranch No 0409 317-36927 Producing Estes Prospect Operated by: RSP Permian, L.L.C. Well Count: 10 Johnson Ranch Prospect Operated by: RSP Permian, L.L.C. Well Count: 39 Cowden, West Prospect Operated by: RSP Permian, L.L.C. (Cont.) 5 Exhibit A-2

Johnson Ranch No 0901 317-35167 Producing Johnson Ranch No 0902 317-36010 Producing 6 Exhibit A-2

Johnson Ranch No 0903 317-36422 Producing Johnson Ranch No 0904 317-36775 Producing Johnson Ranch No 0905 317-38038 Producing Johnson Ranch No 0907 317-36971 Producing Johnson Ranch No 0911 317-37103 Producing Johnson Ranch No 1001 317-34937 Producing Johnson Ranch No 1002 317-35737 Producing Johnson Ranch No 1003 317-36924 Producing Johnson Ranch No 1004 317-36977 Producing Johnson Ranch No 1005 317-36928 Producing Johnson Ranch No 1006 317-38271 Producing Johnson Ranch No 1010 317-38313 Producing Johnson Ranch No 1501 317-34896 Producing Johnson Ranch No 1502 317-36976 Producing Johnson Ranch No 1503 317-37704 Producing Johnson Ranch No 1504 317-37104 Producing Johnson Ranch No 1601 317-35250 Producing Johnson Ranch No 1602 317-35580 Producing Johnson Ranch No 1604 317-36649 Producing Johnson Ranch No 1605 317-36645 Producing Johnson Ranch No 1606 317-36520 Producing Johnson Ranch No 1607 317-37705 Producing Johnson Ranch No 1608 317-38314 Producing Johnson Ranch No 1609 317-38272 Producing Katie No 1101 329-35943 Producing Katie No 1102 329-37161 Producing Katie No 1103 329-37670 Producing Katie No 1104 329-37695 Producing Katie No 1109H 329-38710 Producing Parks Bell No 3304H 135-42152 Producing Parks Bell No 4003WC 135-41820 Producing Foster No 301 329-36604 Producing Fendley No 404 LS 135-42732 Completing Fendley No 404 MS 135-42733 Drilling Keystone Prospect Operated by: RSP Permian, L.L.C. Well Count: 5 Parks (Horizontal) Prospect Operated by: RSP Permian, L.L.C. Well Count: 2 Parks (Sec 03) Prospect Operated by: RSP Permian, L.L.C. Well Count: 1 Johnson Ranch Prospect Operated by: RSP Permian, L.L.C. (Cont.) Parks (Sec 04) Prospect Operated by: RSP Permian, L.L.C. Well Count: 2 7 Exhibit A-2

Sarah Ann No 3801 329-37070 Producing Sarah Ann No 3802 329-37277 Producing Sarah Ann No 3803 329-37631 Producing Sarah Ann No 3804 329-37632 Producing Sarah Ann No 3806 329-38032 Producing Sarah Ann No 3807 329-38140 Producing Sarah Ann No 3811 329-38649 Producing Sarah Ann No 3812H 329-38372 Producing Sarah Ann No 3814MS 329-38512 Producing Headlee No 3911 LS 135-42667 Completing Elliott No 3301 135-40882 Producing Headlee No 3401 135-39608 Producing Headlee No 3402 135-40727 Producing Headlee No 3403 135-41265 Producing Headlee No 3404 135-41459 Producing Headlee No 3405 135-42057 Producing Headlee No 3501 329-36703 Producing Headlee No 3502 329-37303 Producing Headlee No 3503 329-37739 Producing Headlee No 3504 329-37816 Producing Headlee No 3910H 329-38534 Producing Parks Bell No 3901 329-36083 Producing Parks Bell No 3902 135-40728 Producing Parks Bell No 3908 135-41498 Producing Parks Bell No 3909 LS 329-38452 Producing Parks Bell No 4001 135-39461 Producing Parks Bell No 4002 135-41328 Producing Parks Bell No 4101 135-41076 Producing Parks Bell No 4501 135-39479 Producing Parks Bell No 4601 135-39554 Producing Parks Bell No 4602 329-37537 Producing STO SEC 02 No 0207 329-36820 Producing STO SEC 02 No 0211 329-37238 Producing STO SEC 02 No 0212 329-38494 Producing STO SEC 02 No 0216 329-37179 Producing STO SEC 10 No 1009 329-37745 Producing STO SEC 11 No 1101 329-38058 Producing STO SEC 11 No 1102 329-38103 Producing STO SEC 11 No 1105 329-38499 Producing STO SEC 11 No 1107 329-37797 Producing STO SEC 11 No 1109 329-38054 Producing STO SEC 11 No 1112 329-36822 Producing STO SEC 11 No 1114 329-38599 Producing STO SEC 11 No 1115 329-38022 Producing STO SEC 11 No 1116 329-38055 Producing Parks (Sec 38) Prospect Operated by: RSP Permian, L.L.C. Well Count: 9 Parks Prospect Operated by: RSP Permian, L.L.C. Well Count: 22 Spanish Trail (I-20) Prospect Operated by: RSP Permian, L.L.C. Well Count: 14 8 Exhibit A-2

Spanish Trail No 4801 329-38986 Drilling Spanish Trail No 0101 329-36356 Producing Spanish Trail No 0105 329-36293 Producing Spanish Trail No 0110 329-36383 Producing Spanish Trail No 0201 329-36853 Producing Spanish Trail No 0202 329-36854 Producing Spanish Trail No 0205 329-37028 Producing Spanish Trail No 0206 329-36122 Producing Spanish Trail No 0209 329-37359 Producing Spanish Trail No 0302 329-37664 Producing Spanish Trail No 0303 329-36856 Producing Spanish Trail No 0304 329-36660 Producing Spanish Trail No 0305 329-37360 Producing Spanish Trail No 0306 329-37361 Producing Spanish Trail No 0307 329-36120 Producing Spanish Trail No 0308 329-37040 Producing Spanish Trail No 0405 329-36527 Producing Spanish Trail No 0408 329-36296 Producing Spanish Trail No 0413 329-36384 Producing Spanish Trail No 3801 329-35885 Producing Spanish Trail No 3803 329-36386 Producing Spanish Trail No 3804 329-37748 Producing Spanish Trail No 3805 329-36298 Producing Spanish Trail No 3807 329-36528 Producing Spanish Trail No 3808 329-36821 Producing Spanish Trail No 3809 329-37352 Producing Spanish Trail No 3811 329-37957 Producing Spanish Trail No 3812 329-37353 Producing Spanish Trail No 3813 329-37958 Producing Spanish Trail No 3815 329-37029 Producing Spanish Trail No 4602 329-36385 Producing Spanish Trail No 4603 329-36523 Producing Spanish Trail No 4604 329-36119 Producing Spanish Trail No 4605 329-36524 Producing Spanish Trail No 4606 329-36525 Producing Spanish Trail No 4607 329-37666 Producing Spanish Trail No 4608 329-37363 Producing Spanish Trail No 4615 329-37030 Producing Spanish Trail No 4701 329-37354 Producing Spanish Trail No 4702 329-35884 Producing Spanish Trail No 4703 329-37681 Producing Spanish Trail No 4704 329-37960 Producing Spanish Trail No 4705 329-36526 Producing Spanish Trail No 4706 329-37671 Producing Spanish Trail No 4707 329-37355 Producing Spanish Trail No 4708 329-37031 Producing Spanish Trail No 4709 329-37356 Producing Spanish Trail No 4710 329-37961 Producing Spanish Trail No 4711 329-37962 Producing Spanish Trail No 4712 329-37970 Producing Spanish Trail No 4713 329-38328 Producing Spanish Trail Prospect Operated by: RSP Permian, L.L.C. Well Count: 60 9 Exhibit A-2

Spanish Trail No 4714 329-37971 Producing Spanish Trail No 4715 329-37972 Producing Spanish Trail No 4716 329-37973 Producing Spanish Trail No 4803 329-36084 Producing Spanish Trail No 4804 329-36297 Producing Spanish Trail No 4807 329-36423 Producing Spanish Trail No 4808 329-36085 Producing Spanish Trail No 4815 329-37357 Producing Spanish Trail No 4816 329-37358 Producing Kemmer No 4210LS 329-38600 Completing Kemmer No 4201 329-36704 Producing Kemmer No 4202 329-36706 Producing Kemmer No 4203 329-36737 Producing Kemmer No 4204 329-36738 Producing Kemmer No 4205 329-37507 Producing Kemmer No 4206 329-37508 Producing Kemmer No 4207 329-37509 Producing Kemmer No 4208 329-37510 Producing Kemmer No 4209WB 329-38035 Producing Kemmer No 4210WB 329-38771 Producing Spanish Trail, West (Kemmer) Prospect Operated by: RSP Permian, L.L.C. Well Count: 11 Spanish Trail Prospect Operated by: RSP Permian, L.L.C. (Cont.) 10 Exhibit A-2

Exhibit A-3

Wallace LP Assets

Oil and Gas Interests

[See attached]

Wells

[See attached]

Exhibit A-3 Oil and Gas Interests Attached to that certain MASTER CONTRIBUTION AGREEMENT dated January 6, 2014 by and among RSP PERMIAN, INC., WALLACE FAMILY PARTNERSHIP, LP & TED COLLINS, JR., et al Bus Barn Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1193.001 Fred Turner Minerals Ltd. F. Ferrell Davis 9/1/2008 659.00 Vol 3107, Pge 13 MM Midland DocNo: 2011-12838 Rat Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All TX1193.002 JKL Co. F. Ferrell Davis 9/1/2008 659.00 Vol 3107, Pge 15 MM Midland DocNo: 2011-12837 Rat Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All TX1193.003 Janet Rose Durham Sam F. Ferrell Davis 9/1/2008 659.00 Vol 3107, Pge 17 MM Midland DocNo: 2011-12835 Rat Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All TX1193.004 Kathryn Frances Durham Stuard F. Ferrell Davis 9/1/2008 659.00 Vol 3107, Pge 19 MM Midland DocNo: 2011-12834 Rat Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All TX1193.005 Fred Colin Durham F. Ferrell Davis 9/1/2008 659.00 Vol 3107, Pge 21 MM Midland DocNo: 2011-12836 Rat Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All TX1193.006 Byerley Partners, Ltd. F. Ferrell Davis 8/1/2008 656.49 DocNo: 2011-20159 ExtRat Midland Vol 3107, Pge 11 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All, save and except a 2.51 acre tract of land located in the SW corner of said Section 26, which said 2.51 acres is described in Deed dated Aug. 7, 1946, recorded in Vol 91, Page 131, Deed Records, Midland County, Texas, containing 656.49 acres, more or less. TX1193.007 Maecenas Minerals, L.L.P. F. Ferrell Davis 9/10/2008 656.49 Vol 3108, Pge 558 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All, save and except a 2.51 acre tract of land located in the SW corner of said Section 26, which said 2.51 acres is described in Deed dated Aug. 7, 1946, recorded in Vol 91, Page 131, Deed Records, Midland County, Texas, containing 656.49 acres, more or less. Page 1 of 57 Exhibit A-3

Bus Barn Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1193.008 Randy Geiselman, and wife Sandra Geiselman F. Ferrell Davis 11/14/2008 656.49 Vol 3121, Pge 439 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All, save and except a 2.51 acre tract of land located in the SW corner of said Section 26, which said 2.51 acres is described in Deed dated Aug. 7, 1946, recorded in Vol 91, Page 131, Deed Records, Midland County, Texas, containing 656.49 acres, more or less. TX1193.009 T.C. Tubb, and wife, Iris Tubb David Y. Rogers 6/18/2008 610.06 Vol 3107, Pge 9 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: BEGINNING at the NW corner of Section 26 for the NW corner of this tract, a point in County Road 60-W; THENCE N. 74° 20' E. 5,423.61 feet along the north line of Section 26 for the NE corner of this section; THENCE S. 15° 10' E. 5,288.9 feet along the east line of Section 26 to a point for the SE corner of Section 26; THENCE S. 74° 18' 15" W. 4,804.88 feet to a point in the NE right-of-way line of State Highway 158 for a corner of this tract; THENCE N. 60° 03' 43" W. 880.46 feet along the NE ROW line of the highway to a point in the west line of Section 26 for the SW corner of this tract; THENCE N. 15° 08' W. 4,662.24 feet along the west line of Section 26 to the POB, SAVE AND EXCEPT that certain five acre tract as described in Vol. 536, Page 411; that certain ten acre tract as described in Vol. 602, Page 247; that certain ten acre tract as described in Vol. 572, Page 754; that certain 1.92 acre tract as described in Vol. 614, Page 675; that certain 4.54 acre tract as described in Vol. 160, Page 277; that certain 10.84 acre tract as described in Vol. 667, Page 576 and that certain 2 acre tract as described in Vol. 667, Page 579, leaving a total of 610.06 acres, more or less and containing 610.06 acres, more or less. TX1193.010 Jimmy Ray Kelley F. Ferrell Davis 1/30/2009 610.06 Vol 2009, Pge 5666 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: BEGINNING at the NW corner of Section 26 for the NW corner of this tract, a point in County Road 60-W; THENCE N. 74° 20' E. 5,423.61 feet along the north line of Section 26 for the NE corner of this section; THENCE S. 15° 10' E. 5,288.9 feet along the east line of Section 26 to a point for the SE corner of Section 26; THENCE S. 74° 18' 15" W. 4,804.88 feet to a point in the NE right-of-way line of State Highway 158 for a corner of this tract; THENCE N. 60° 03' 43" W. 880.46 feet along the NE ROW line of the highway to a point in the west line of Section 26 for the SW corner of this tract; THENCE N. 15° 08' W. 4,662.24 feet along the west line of Section 26 to the POB, SAVE AND EXCEPT that certain five acre tract as described in Vol. 536, Page 411; that certain ten acre tract as described in Vol. 602, Page 247; that certain ten acre tract as described in Vol. 572, Page 754; that certain 1.92 acre tract as described in Vol. 614, Page 675; that certain 4.54 acre tract as described in Vol. 160, Page 277; that certain 10.84 acre tract as described in Vol. 667, Page 576 and that certain 2 acre tract as described in Vol. 667, Page 579, leaving a total of 610.06 acres, more or less and containing 610.06 acres, more or less. TX1193.011 Adrian Nicole Sizemore F. Ferrell Davis 8/14/2008 610.06 DocNo: 2011-20160 ExtRat Midland Vol 3091, Pge 864 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: BEGINNING at the NW corner of Section 26 for the NW corner of this tract, a point in County Road 60-W; THENCE N. 74° 20' E. 5,423.61 feet along the north line of Section 26 for the NE corner of this section; THENCE S. 15° 10' E. 5,288.9 feet along the east line of Section 26 to a point for the SE corner of Section 26; THENCE S. 74° 18' 15" W. 4,804.88 feet to a point in the NE right-of-way line of State Highway 158 for a corner of this tract; THENCE N. 60° 03' 43" W. 880.46 feet along the NE ROW line of the highway to a point in the west line of Section 26 for the SW corner of this tract; THENCE N. 15° 08' W. 4,662.24 feet along the west line of Section 26 to the POB, SAVE AND EXCEPT that certain five acre tract as described in Vol. 536, Page 411; that certain ten acre tract as described in Vol. 602, Page 247; that certain ten acre tract as described in Vol. 572, Page 754; that certain 1.92 acre tract as described in Vol. 614, Page 675; that certain 4.54 acre tract as described in Vol. 160, Page 277; that certain 10.84 acre tract as described in Vol. 667, Page 576 and that certain 2 acre tract as described in Vol. 667, Page 579, leaving a total of 610.06 acres, more or less and containing 610.06 acres, more or less. Page 2 of 57 Exhibit A-3

Bus Barn Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1193.012 Virginia Elizabeth Sizemore White F. Ferrell Davis 8/14/2008 692.44 Vol 3091, Pge 867 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: BEGINNING at the NW corner of Section 26 for the NW corner of this tract, a point in County Road 60-W; THENCE N. 74° 20' E. 5,423.61 feet along the north line of Section 26 for the NE corner of this section; THENCE S. 15° 10' E. 5,288.9 feet along the east line of Section 26 to a point for the SE corner of Section 26; THENCE S. 74° 18' 15" W. 4,804.88 feet to a point in the NE right-of-way line of State Highway 158 for a corner of this tract; THENCE N. 60° 03' 43" W. 880.46 feet along the NE ROW line of the highway to a point in the west line of Section 26 for the SW corner of this tract; THENCE N. 15° 08' W. 4,662.24 feet along the west line of Section 26 to the POB, SAVE AND EXCEPT that certain five acre tract as described in Vol. 536, Page 411; that certain ten acre tract as described in Vol. 602, Page 247; that certain ten acre tract as described in Vol. 572, Page 754; that certain 1.92 acre tract as described in Vol. 614, Page 675; that certain 4.54 acre tract as described in Vol. 160, Page 277; that certain 10.84 acre tract as described in Vol. 667, Page 576 and that certain 2 acre tract as described in Vol. 667, Page 579, leaving a total of 610.06 acres, more or less and containing 610.06 acres, more or less. Section 26: W½SE¼ TX1193.013 Ruth Ann Riek F. Ferrell Davis 11/12/2008 4.00 DocNo: 2012-14353 AMD Midland DocNo: 2012-9302 AMD Midland Vol 3137, Pge 849 OGL Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: The S 4 acres of an 8-acre tract of land out of the SE¼, more fully described as BEGINNING at a 1/2" iron rod found for the SW corner of said 8-acre tract; THENCE S 74°26'39" W, along the S line of said 8-acre tract, at 430.52' pass a 1/2" iron rod, set in the E ROW line of County Road 1241-N (60' ROW), in all a total distance of 460.52' to a point for the SW corner of this tract common with the SW corner of said 8-acre tract & lying in the centerline of County Road 1241-N; THENCE N 15°05' W, along said centerline, a distance of 378.84' to a point for the NW corner of this tract; THENCE N 74°26'39" E., departing said centerline, at 30' pass a 1/2" iron rod set for a corner in the E line of said County Road, in all, a total distance of 459.37' to a 1/2" iron rod set for the NE corner of this tract lying in the E line of said 8-acre tract; THENCE S 15°15'25" E a distance of 378.83' to the POB & containing 4 acres of land, more or less, of which the W 30' is reserved for roadway purposes. TX1193.014 Billie Pace Revocable Trust F. Ferrell Davis 5/4/2009 656.49 DocNo: 2009-13040 MM Midland DocNo: 2012-14224 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All, save & except a 2.51-acre tract of land located in the SW corner of said Sec 26, which said 2.51 acres is described in Deed dated Aug 7, 1946, recorded in Vol 91, Page 131, Deed Records, Midland County, Texas, containing 656.49 acres, more or less. TX1193.015 Patricia Gilbert F. Ferrell Davis 5/19/2009 16.65 DocNo: 2009-13041 MM Midland DocNo: 2010-2644 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: 16.65 acres, being all that certain 10.0 acres as described in that certain Deed recorded in Volume 572, Page 754 of the Deed Records of Midland County, Texas, all that certain 1.92 acres as described in that certain Lease recorded in Volume 614, Page 675, of the Deed Records of Midland County, Texas, and all that certain 5.0 acres as described in that certain Deed recorded in Volume 513,. Page 512 of the Deed Records of Midland County, Texas, SAVE AND EXCEPT that certain .27 acres described in that certain Deed recorded in Volume 685, Page 662 of the Deed Records of Midland County, Texas, all in Section 26, Block 40, T-1-S, T&P RRY Co. TX1193.016 Fredda Louise Black F. Ferrell Davis 6/18/2009 659.00 DocNo: 2009-13042 MM Midland DocNo: 2012-14220 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All, save & except a 2.51-acre tract of land located in the SW corner of said Sec 26, which said 2.51 acres is described in Deed dated Aug 7, 1946, recorded in Vol 91, Page 131, Deed Records, Midland County, Texas, containing 656.49 acres, more or less. Page 3 of 57 Exhibit A-3

Bus Barn Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1193.017 Double J Resources, LLC F. Ferrell Davis 5/18/2009 656.49 DocNo: 2009-13043 MM Midland DocNo: 2012-16136 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All, save & except a 2.51-acre tract of land located in the SW corner of said Sec 26, which said 2.51 acres is described in Deed dated Aug 7, 1946, recorded in Vol 91, Page 131, Deed Records, Midland County, Texas, containing 656.49 acres, more or less. TX1193.018 Triple H Resources, Inc. F. Ferrell Davis 5/18/2009 656.49 DocNo: 2009-13044 MM Midland DocNo: 2012-14351 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All, save & except a 2.51-acre tract of land located in the SW corner of said Sec 26, which said 2.51 acres is described in Deed dated Aug 7, 1946, recorded in Vol 91, Page 131, Deed Records, Midland County, Texas, containing 656.49 acres, more or less. TX1193.019 Pevehouse, Inc. F. Ferrell Davis 5/18/2009 656.49 DocNo: 2009-13045 MM Midland DocNo: 2012-14352 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All, save & except a 2.51-acre tract of land located in the SW corner of said Sec 26, which said 2.51 acres is described in Deed dated Aug 7, 1946, recorded in Vol 91, Page 131, Deed Records, Midland County, Texas, containing 656.49 acres, more or less. TX1193.020 The Norred Family Trust F. Ferrell Davis 5/4/2009 656.49 DocNo: 2009-13047 MM Midland DocNo: 2012-14223 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All, save & except a 2.51-acre tract of land located in the SW corner of said Sec 26, which said 2.51 acres is described in Deed dated Aug 7, 1946, recorded in Vol 91, Page 131, Deed Records, Midland County, Texas, containing 656.49 acres, more or less. TX1193.021 Mid-Cities Community Church F. Ferrell Davis 4/22/2009 10.00 DocNo: 2009-13046 OGL Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: Being a 10-acre tract in the NW¼ described as follows: BEGINNING at the NW corner of Sec 26, said corner lying in an E-W county road; THENCE N 74° 55' E along the N boundary of said Sec 26 for a distance of 660.0' to a point for the NE corner of this tract; THENCE 15° 05' E, at 34.4' pass an iron pin set in an E-W fence line, for a total distance of 660.0' to an iron pin set for the SE corner of this tract; THENCE 74° 55' W 660.0' to an iron pin set in the W boundary of said Sec 26 for the SW corner of this tract; THENCE N 15° 05' W, at 626.6' pass an iron pin set at the intersection of an E-W and N-S fence line, for a total distance of 660.0' to the point of the BEGINNING, containing 10.0 acres of land, more or less. TX1193.022 The Fasken Foundation F. Ferrell Davis 4/6/2011 656.49 DocNo: 2011-7092 OGL Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All TX1193.023 The Heisler Family Partnership, Ltd., Elizabeth Black Montgomery, Lois Black Booth, Dawn Blac-Fox, Trustee of the Dawn Black-Fox Living Trust, Edward Howard Black, Bronwyn Davies, Nick Davies, Successor Tr'ee of Emma B. Davies Revcable Trust dtd 8/10/98 F. Ferrell Davis 6/8/2010 659.00 DocNo: 2011-8189 MM Midland DocNo: 2011-8190 MM Midland DocNo: 2011-8191 MM Midland DocNo: 2011-10000 Rat Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All, save & except a 2.51-acre tract of land located in the SW corner of said Sec 26, which said 2.51 acres is described in Deed dated Aug 7, 1946, recorded in Vol 91, Page 131, Deed Records, Midland County, Texas, containing 656.49 acres, more or less. Page 4 of 57 Exhibit A-3

Bus Barn Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1193.024 Broken Arrow Trust F. Ferrell Davis 6/4/2009 738.87 DocNo: 2010-17815 MM Midland DocNo: 2012-16856 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 26: All, save & except a 2.51-acre tract of land located in the SW corner of said Sec 26, which said 2.51 acres is described in Deed dated Aug 7, 1946, recorded in Vol 91, Page 131, Deed Records, Midland County, Texas, containing 656.49 acres, more or less. Section 26: S½NW¼ Cowden, West Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1121.000 Leigh Street Royalties, Ltd., et al Lothian Oil, Inc. 7/1/2006 6,773.44 Vol 939, Pge 493 AMD Andrews Vol 871, Pge 76 MM Andrews Vol 244, Pge 401 AMD Martin Vol 181, Pge 362 MM Martin Vol 3157, Pge 192 AMD Midland Vol 2721, Pge 1 MM Midland T&P Survey, Blk 39, T1N, Martin & Midland County, Texas Section 31: All T&P Survey, Blk 39, T1N, Martin County, Texas Section 30: W/331.95 acres, S&E SW¼NW¼ T&P Survey, Blk 40, T1N, Andrews & Martin County, Texas Section 07: All Section 18: All Section 19: All Section 29: All T&P Survey, Blk 40, T1N, Andrews County, Texas Section 08: All Section 17: All Section 20: All T&P Survey, Blk 40, T1N, Martin County, Texas Section 30: All Section 31: All Estes Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1194.001 William C. Carson F. Ferrell Davis 4/9/2008 656.60 DocNo: 2011-6570 Ext Midland Vol 3044, Pge 723 OGL Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 02: All Page 5 of 57 Exhibit A-3

Estes Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1194.002 Nell Stanford F. Ferrell Davis 4/9/2008 656.60 Vol 3044, Pge 726 OGL Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 02: All TX1194.003 Richard and Virginia Vitek Revocable Trust F. Ferrell Davis 5/6/2008 656.60 Vol 3054, Pge 328 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 02: All TX1194.004 American Cancer Society F. Ferrell Davis 4/17/2008 656.60 Vol 3044, Pge 677 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 02: All TX1194.005 Maecenas Minerals, L.L.P. F. Ferrell Davis 9/10/2008 656.60 Vol 3107, Pge 23 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 02: All TX1194.006 The Fasken Foundation F. Ferrell Davis 6/24/2008 656.60 Vol 3088, Pge 124 OGL Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 02: All TX1194.007 Randy Geiselman and wife Sandra Geiselman F. Ferrell Davis 6/6/2008 656.60 Vol 3088, Pge 133 OGL Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 02: All TX1194.008 Charles R. Wiggins F. Ferrell Davis 10/8/2008 656.60 Vol 3113, Pge 852 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 02: All TX1194.009 Andrea C. Wiggins F. Ferrell Davis 9/29/2008 656.60 Vol 3113, Pge 850 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 02: All Page 6 of 57 Exhibit A-3

Johnson Ranch Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1049.000 Monta Jo Glass Johnson Tr No 2 & No 3, Bert Johnson, et al, Co-Trustee; Sterling Holt Johnson; Katherine Johnson McKenna; Douglas Scharbauer, Jr.; Sarah Anne Scharbauer; Scharbauer 2004 Trust for Daniel Scharbauer, Karen Scharbauer, Trustee; Myra Glass, Ex'r o/e/o George Holt Glass; George Holt Glass, Jr, Ind & Trustee of George Holt Glass Tr No 2 & No 3; Doyle Dudley Glass, Ind & Trustee; Braxton Best Glass, Ind & Trustee; Dorothy Holt Kimsey, Trustee of Dorothy Kimsey Rev Mgmt Trust; Robert B Holt; Elizabeth Walter for Cowden Walter LP; Leigh Street Royalties, Ltd; Cowbell Royalties, Ltd; Cynthia Cowden Clark; Lynn Cowden; Susan Cowden Raybourn; Courtney Cowden, Jr; Ellis Price Cowden Baytech, LLP 1/15/2007 2,930.05 Vol 190, Pge 643 MM Martin T&P Survey, Blk 39, T1N, Martin County, Texas Section 04: All Section 09: All Section 10: All Section 15: N½ Section 16: All TX1050.000 Monta Jo Glass Johnson, et al Baytech, LLP 7/20/2007 320.00 Vol 205, Pge 576 MM Martin T&P Survey, Blk 39, T1N, Martin County, Texas Section 13: S½ Page 7 of 57 Exhibit A-3

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1002.003 Kenneth Lesley and Perry Elliott, Co-Independent Executors of the Estate of Bobby John Foster, Deceased Nightengale Petroleum Properties, Inc. 3/20/2007 2,275.10 DocNo: 2013-2993 AMD Ector Vol 2133, Pge 952 OGL Ector DocNo: 2013-3483 AMD Midland Vol 2846, Pge 65 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 10: All Section 11: All Section 13: 276.75 acre tract, Less and Except the 20 acre tract out of the Northeast part of Section 13, more particularly described in Warranty Deed dated July 17. 1936. recorded Volume 56, Page 73, Deed Records of Midland County Section 14: That certain tract of land in the NE¼SE¼ of said Sec 14, described in Warranty Deed dated 5/22/1944 from N. B. Beauchamp & wife, Dessie Beauchamp, to H. S. Foster, recorded in Vol 80, Page 223 of the Deed Records of Midland County, TX, containing 2.0 acres of land, more or less. Section 14: That certain tract of land in the South part of said Sec 14, described by metes and bounds in Warranty Deed dated 1/15/1944 from Mrs. J. W. Webb, et al., to H. S. Foster, recorded in Vol 76, Page 617 of the Deed Records of Midland County, TX, containing 106.35 acres, more or less. Section 15: All, save and except the following two tracts: 7.5 acres of land, more or less, described in a deed dated 3/13/1922 from S. R. McKinney, et ux, to the County Judge of Midland, TX, recorded in Vol 30, Page 431 of the Deed Records of Midland County, TX; and a 10.0 acres of land, more or less, described in a deed dated 1/11/1940 from Mrs. N. Y. Moore, et vir, to John A. Griffin, et ux, recorded in Vol 64, Page 523 of the Deed Records of Midland County, TX. TX1002.004 Betty Yvon Lesley, SSP Nightengale Petroleum Properties, Inc. 3/20/2007 2,275.10 DocNo: 2013-2993 AMD Ector Vol 2133, Pge 958 OGL Ector DocNo: 2013-3483 AMD Midland Vol 2846, Pge 71 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 10: All Section 11: All Section 13: 276.75 acre tract, Less and Except the 20 acre tract out of the Northeast part of Section 13, more particularly described in Warranty Deed dated July 17. 1936. recorded Volume 56, Page 73, Deed Records of Midland County Section 14: That certain tract of land in the NE¼SE¼ of said Sec 14, described in Warranty Deed dated 5/22/1944 from N. B. Beauchamp & wife, Dessie Beauchamp, to H. S. Foster, recorded in Vol 80, Page 223 of the Deed Records of Midland County, TX, containing 2.0 acres of land, more or less. Section 14: That certain tract of land in the South part of said Sec 14, described by metes and bounds in Warranty Deed dated 1/15/1944 from Mrs. J. W. Webb, et al., to H. S. Foster, recorded in Vol 76, Page 617 of the Deed Records of Midland County, TX, containing 106.35 acres, more or less. Section 15: All, save and except the following two tracts: 7.5 acres of land, more or less, described in a deed dated 3/13/1922 from S. R. McKinney, et ux, to the County Judge of Midland, TX, recorded in Vol 30, Page 431 of the Deed Records of Midland County, TX; and a 10.0 acres of land, more or less, described in a deed dated 1/11/1940 from Mrs. N. Y. Moore, et vir, to John A. Griffin, et ux, recorded in Vol 64, Page 523 of the Deed Records of Midland County, TX. TX1235.000 John Knoll, Trustee of the Betty Lou Knoll Declaration of Trust, dated June 17, 2010 RSP Permian, L.L.C. 9/12/2012 20.00 Vol 2012, Pge 24560 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 13: 20 acre tract out of the NE part of section, more particularly described in metes and bounds in that certain Warranty Deed dated July 17, 1936, recorded in Vol 56, Pge 73, Deed Records, Midland County, TX. Page 8 of 57 Exhibit A-3

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1236.000 The State of Texas, through its agent, Rains Family Limited Partnership RSP Permian, L.L.C. 4/22/2013 24.71 DocNo: 2013-20928 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: 5.00 Acres more or less, being the west five (5) acres of land out of that certain 19.69 acre Tract described in that certain Warranty Deed dated October 30, 2012, by and between Rains Real Estate Ltd., Grantor and the Rains Family Limited Partnership, Grantee and recorded as Document 2012-24063 in the County Records of Midland County; TRACT 2: All of that certain 8.15 acres of land out of a 11.43 acre tract of land, and being the same 8.15 acres described in that certain Warranty Deed dated January 3, 2013 by and between Todpat, LLC, Grantor and the Rains Family Limited Partnership, Grantee and recorded as Document 2013-1098 in the County Records of Midland County; TRACT 3: All of the West 11.56 acres of land, more or less, of that certain 23.118 acre tract of land described in that certain Warranty Deed recorded October 25, 2012, by and between Champion Speedway Motor LLC, Grantor and the Rains Family Limited Partnership, Grantee, and recorded as Document 2012-23302 in the County Records of Midland County, and these (3) three tracts are ESTIMATED to comprise in total, 24.71 acres of land, more or less. TX1237.000 The State of Texas, through its agent, Jack L. Henry and wife Nancy A. Henry RSP Permian, L.L.C. 4/30/2013 0.25 DocNo: 2013-20929 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: Approximately 0.2500 acres more or less, being that part of that certain 1.142 acre tract of land lying in the North Half of Section 14, Block 41, T2S, T&P RR Co. Survey, Midland County Texas, said 1.142 acre Tract being the same land described in that certain Warranty Deed dated February 16, 2006, by and between David Wheeler Lewis etux etal, Grantor and Jack L. Henry, a married man, Grantee and recorded in Vol. 2640 at Page 614 of the Deed Records of Midland County Texas. TX1238.000 The State of Texas, through its agent, F & C Realty Holdings, LLC RSP Permian, L.L.C. 5/7/2013 4.23 DocNo: 2013-20930 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All of Lessor's lands in the N½ of Section 14, including that part of those certain tracts of land described in that certain Warranty Deed dated December 23, 2007 by and between Petroplex Acidizing, Inc., Grantor and F & C Realty Holdings, LLC., Grantee, with said Warranty Deed being recorded in Vol. 2952 at Page 776 of the Deed Records of Midland County, Texas., which lie in the N½ of Section 14. TX1239.000 The State of Texas, through its agent, D & C Carroll Investments, LLC RSP Permian, L.L.C. 5/9/2013 6.47 DocNo: 2013-20931 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: 0.9600 acres of land, more or less, and being the same lands described in that certain Warranty Deed dated November 4th, 2010 by and between Ed Wayne Stewart and Jessica Stewart, Grantor and D & C Carroll Investments, LLC, Grantee, filed as Instrument No. 2010- 22609, 18-Nov-2010, and said lands consisting of Lots 1 and 2 of Block 6 of the Highway Industrial Sites Addition, as shown on that certain Plat filed in Plat Cabinet A, Page 37 of the Plat Records of Midland County Texas. TRACT 2: 5.5099 acres of land, more or less, and being the same lands described in that certain Warranty Deed dated 17-February-2005 by and between Wayne Stewart and Jessica Stewart, Grantor and D & C Carroll Investments, LLC, Grantee, filed in Vol 2480 at Page 596 of the Deed Records of Midland County, Texas, and said lands consisting of Lots 10, 11, 12, 13, 14, 15, 16, 17 and 18 of Block 6 of the Highway Industrial Sites Addition, as shown on that certain Plat filed in Plat Cabinet A, Page 37 of the Plat Records of Midland County Texas. Page 9 of 57 Exhibit A-3

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1240.000 The State of Texas, through its agent, Abbott Development Company, Inc. RSP Permian, L.L.C. 5/1/2013 6.06 DocNo: 2013-20932 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: 3.306 acres more or less, being that part of a certain 5.51 acre tract of land lying in the N½ of Section 14 and being described in that certain Warranty Deed dated November 4th, 1998, by and between Halliburton Energy Services, Inc., Grantor and Abbott Development Company, Inc., Grantee and recorded in Vol. 1622 Page 475 in the Deed Records of Midland County, Texas. TRACT 2: 2.755 acres more or less, being that part of a certain 3.94 acre tract of land lying in the N½ of Section 14 and being described in that certain Warranty Deed dated October 16, 1989 by and between the Federal Deposit Insurance Corporation, Grantor and Abbott Development Company, Inc., Grantee and recorded in Vol. 1021 at Page 593 in the Deed Records of Midland County, Texas. TX1241.000 The State of Texas, through its agent, Bubba Properties, LLC, successor in name and title to BS Properties LLC RSP Permian, L.L.C. 4/29/2013 2.00 DocNo: 2013-20933 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: 2.000 acres more or less, being that part of the West 6.20 acre tract of a certain 9.91 acre Tract, lying in the N½ of Section 14 being the same land described in that certain Warranty Deed dated May 6, 2002, by and between James E Ruthardt, Grantor and BS Properties LLC Grantee and recorded in Vol. 1992 at Page 443 of the Deed Records of Midland County Texas. TX1242.000 The State of Texas, through its agent, Jimmy W. Winn and Pamela K. Winn, husband and wife RSP Permian, L.L.C. 5/22/2013 1.00 DocNo: 2013-20934 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: A one (1) acre tract of land, more or less, lying in the N½ of Section 14 and being described as Lots 11, 12, 13 and 14 of Block 17 of the Highway Industrial Sites Addition, Second Filing, to Midland Texas, said Tracts shown on Plat described Vol. 294 Page 1 and being the same lands described in that certain Warranty Deed dated June 27, 2006, by and between Julia D. Athey, Grantor and Jimmy W. Winn and Paula K. Winn, Grantee and recorded in Vol. 2705 at Page 262 of the Deed Records of Midland County Texas. TX1243.000 The State of Texas, through its agent, Steve Hopkins dba Radco Imaging Technologies RSP Permian, L.L.C. 5/22/2013 1.04 DocNo: 2013-20935 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: Approximately 0.7399 acres of land more or less, lying in the N½ of Section 14, being Lots 6 of Block 11 of the Highway Industrial Sites Addition, to Midland Texas, said Tracts shown in Plat Cabinet A Page 37 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated April 4, 1986, by and between the Estate of Ruth Ella Rushing, deceased, Grantor and Steve Hopkins dba Radco Imaging Technologies, Grantee and recorded in Vol. 888 at Page 464 of the Deed Records of Midland County Texas. TRACT 2: Approximately 0.297 acres of land more or less, lying in the N½ of Section 14, being the west part of Lot 7 and 8 of Block 11 of the Highway Industrial Sites Addition, to Midland Texas, said Tract described by metes and bounds in that certain Warranty Deed dated October 26, 1989, by and between First State Bank of Odessa, N.A., Grantor and Steve Hopkins dba Radco Imaging Technologies, Grantee and recorded in Vol. 1022 at Page 336 of the Deed Records of Midland County Texas. Page 10 of 57 Exhibit A-3

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1244.000 The State of Texas, through its agent, Melvin R. Webb Jr., Surina J. White, Cheryl A. Sawyer, Walter Webb and Katarina L. Dancer each Individually as devisees under the the Estate of Florence Webb, deceased RSP Permian, L.L.C. 5/28/2013 2.03 DocNo: 2013-20936 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: 0.5000 acres of land, more or less, lying in the N½ of Section 14, being Lots 7 and 8 of Block 17 of the Highway Industrial Sites Addition, Second Filing to Midland Texas, said Tracts shown on Plat described Vol. 294 Page 1 and the same lands described in that certain Warranty Deed dated April 6, 1965, by and between Robert R George, Grantor and M.R. Webb and Florence Webb, Grantee and recorded in Vol. 445 at Page 93 of the Deed Records of Midland County Texas. TRACT 2: 0.5000 acres of land, more or less, lying in the N½ of Section 14, being Lots 9 and 10 of Block 17 of the Highway Industrial Sites Addition, Second Filing to Midland Texas, said Tracts shown on Plat described Vol. 294 Page 1 and the same lands described in that certain Warranty Deed dated July 16, 1968, by and between John N Mowell etux Dana, Grantor and Melvin R. Webb and Florence Webb, Grantee and recorded in Vol. 502 at Page 32 of the Deed Records of Midland County Texas. TRACT 3: 1.02995 acres of land, more or less, lying in the N½ of Section 14, being Lots 5, 6, 7 and 8 of Block 18 of the Highway Industrial Sites Addition, Second Filing to Midland Texas, said Tracts shown on Plat described Vol. 294 Page 1 and the same lands described in that certain Warranty Deed dated March 20, 1964, by and between F.R. Spaulding, Grantor and Melvin R. Webb and Florence Webb, Grantee and recorded in Vol. 424 at Page 409 of the Deed Records of Midland County Texas. TX1245.000 The State of Texas, through its agent, James G. Zimmerman and Earnestine Zimmerman, husband and wife RSP Permian, L.L.C. 5/15/2013 1.67 DocNo: 2013-20937 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All lands owned by Agent in the N½ of Section 14,including Lots 4, 5 and 6 of Block 7 Highway Industrial Sites Addition in Midland County Texas, the Plat of which is filed in Volume 235, Page 267, Deed Records of Midland County Texas, being a part of those certain tracts of land described in that certain Warranty Deed dated December 2, 1978, by and between Lee Roy Webb etux Peggy Webb, Grantor and James G. Zimmerman and Ernestine Zimmerman, Grantee, with said Warranty Deed being recorded in Vol. 650 at Page 89 of the Deed Records of Midland County, Texas. TX1246.000 The State of Texas, through its agent, Glenda L. Barkley and Kenney D. Barkley, Trustees of the Barkley Trust dated July 14, 1998 RSP Permian, L.L.C. 5/29/2013 0.92 DocNo: 2013-20938 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: approximately 0.366 acres of land more or less, lying in the N½ of Section 14, being the West part of Lots 8 and 9 of Block 11 of the Highway Industrial Sites Addition, to Midland Texas, said Tracts shown in Plat Cabinet A Page 37 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated July 14, 1998, by and between the James E. Barkley and Glenda L. Barkley, Grantor and the Barkley Trust, Grantee and recorded in Vol. 1586 at Page 547 of the Deed Records of Midland County Texas. TRACT 2: approximately 0.54931 acres of land more or less, lying in the N½ of Section 14, being Lot 9 and 10 of Block 8 of the Highway Industrial Sites Addition, to Midland Texas, and being the same lands described in that certain Warranty Deed dated July 14, 1998, by and between the James E. Barkley and Glenda L. Barkley, Grantor and the Barkley Trust, Grantee and recorded in Vol. 1586 at Page 547 of the Deed Records of Midland County Texas. Page 11 of 57 Exhibit A-3

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1247.000 The State of Texas, through its agent, Todpat Properties LLC RSP Permian, L.L.C. 4/30/2013 3.28 DocNo: 2013-20939 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All of that certain 3.280 acres of land, more or less, out of the N½ of Section 14, as described in that certain Warranty Deed dated January 14, 2013 by and between Todpat, LLC, Grantor and Todpat Properties, LLC, Grantee and recorded as Document 2013-3795 in the County Records of Midland County Texas. TX1248.000 The State of Texas, through its agent, Bettie Sue Drennan RSP Permian, L.L.C. 5/15/2013 0.63 DocNo: 2013-20940 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All of Agents land in the N½ of Section 14 including Lots 11 and 12, of Block 12 of the Highway Industrial Sites Addition in Midland County Texas, the Plat of which is filed in Cabinet A, Pg 37, Plat Records of Midland County Texas, and being those certain tracts of land described in (a) that certain Warranty Deed dated April 28, 2005 by and between Melissa Forbes 0lliff et al, Grantor and Claude R. Drennan, Grantee, with said Warranty Deed being recorded in Vol. 2510 Pag 828 of the Official Public Records of Midland County, Texas and (b) that certain Warranty Deed dated January 6, 1967 by and between Theo. Y Byrd, et ux, Elaine Byrd, Grantor and Claude R. Drennan etuc Bettie Sue Drennan, Grantee, with said Warranty Deed being recorded in Vol. 477 Pag 480 of the Deed Records of Midland County, Texas TX1249.000 The State of Texas, through its agent, MO Racing, Inc. RSP Permian, L.L.C. 4/22/2013 10.65 DocNo: 2013-20941 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: 10.6353 acres more or less, being that part of a certain 11.817 acre tract of land lying in the N½ of Section 14, being described in that certain Warranty Deed dated December 20, 2002, by and between Rimrock Race Corp., Grantor and MO Racing Inc., Grantee and recorded in Vol. 2093 at Page 329 of the Deed Records of Midland County Texas. TRACT 2: 0.0170 acres more or less, being that part of a certain 0.17 acre tract of land lying in the N½ of Section 14, Block 41, T-2-S, T&P RR Co. Survey, being described in that certain Warranty Deed dated January 27, 2007, by and between Abbott Development Company, Grantor and MO Racing Inc., Grantee and recorded in Vol. 2803 at Page 247 of the Deed Records of Midland County Texas. TX1250.000 The State of Texas, through its agent, Lisa A. Hackworth and Linda K. Story RSP Permian, L.L.C. 5/8/2013 4.04 DocNo: 2013-20942 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: 3.5399 acres of land, more or less, consisting of Lots 4, 5, 6, 7, 8, 9, 10, 11, 12 and 13 of Block 16 of the Highway Industrial Sites Addition, Second Filing, as shown on that certain Plat recorded April 25, 1958 filed in Vol. 294 Page 1 of the Deed/Plat Records of Midland County Texas, being the same lands described in that certain Warranty Deed dated February 2, 1966 by and between D.E. Skelton et ux Bernice Skelton, Grantor and Rudolph 0. Story et ux Linda Ann Story, Grantee, filed 2-Feb-1966 as Instrument No. 1269, in the Deed Records of Midland County Texas, and Lots 2, 3, 14, and 15 of Block 16 of the Highway Industrial Sites Addition, Second Filing, as shown on that certain Plat recorded April 25, 1958 filed in Vol. 294 Page 1 of the Deed/Plat Records of Midland County Texas, being the same lands described in that certain Warranty Deed dated August 1st, 2007 by and between R. Kevin Story, Independent Executor of the Estate of Linda Ann Story deceased, Grantor and Linda Katrina Story et al, Grantee, filed in Vol. 2907 at Page 435 of the Deed Records of Midland County, TX. TRACT 2: 0.49696 acres of land, more or less, consisting of Lots 5 and 6 of Block 17 of the Highway Industrial Sites Addition, Second Filing, as shown on that certain Plat recorded April 25, 1958 filed in Vol. 294 Page 1 of the Deed/Plat Records of Midland County Texas and being the same lands described in that certain Warranty Deed dated February 20, 1967 by and between J W Hubnik et ux Fay Hubnik, Grantor and Ola Ruth Story, Grantee, filed 24-Feb-1967 as Instrument No. 1695, in the Deed Records of Midland County, TX. Page 12 of 57 Exhibit A-3

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1251.000 The State of Texas, through its agent, Hugo A. Amaya and Maria S. Amaya, husband and wife RSP Permian, L.L.C. 5/15/2013 1.13 DocNo: 2013-20943 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All lands owned by Agent in the N½ of Section 14,including Lots 13, 14 and 15, of Block 12 of the Highway Industrial Sites Addition in Midland County Texas, the Plat of which is filed in Cabinet A, Pg 37, Plat Records of Midland County Texas, and being those certain tracts of land described in that certain Warranty Deed dated August 12, 2011, by and between Dennis Athey etux Beverly A. Athey, Grantor and Hugo A. Amaya, a married man, Grantee, with said Warranty Deed being recorded as Document No. 2011-16693 in the Official Public Records of Midland County, TX. TX1252.000 The State of Texas, through its agent, Midessa Heights Baptist Church RSP Permian, L.L.C. 5/20/2013 1.56 T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: TRACT 1: approx. 0.39026 acres of land more or less, lying in the N½ of Section 14, being Lots 5 of Block 8 of the Highway Industrial Sites Addition, and the same lands described in that certain Warranty Deed dated March 26, 1963, by and between Geo. B. Jones, Grantor and Terminal Baptist Church, Grantee and recorded in Vol. 432 at Page 384 (Doc No. 9692) of the Deed Records of Midland County Texas. TRACT 2: approx. 1.17079 acres of land more or less, lying in the N½ of Section 14, being Lots 6, 7 and 8 of Block 8 of the Highway Industrial Sites Addition, and the same lands described in that certain Warranty Deed dated March 26, 1963, by and between Geo. B. Jones, Grantor and Terminal Baptist Church, Grantee and recorded in Vol. 432 at Page 385 (Doc No. 9693) of the Deed Records of Midland County Texas. TX1253.000 The State of Texas, through its agent, Janice McEwin, feme sole RSP Permian, L.L.C. 5/22/2013 0.26 DocNo: 2013-20944 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All of that approximately .26299 acres of land more or less, lying in the N½ of Section 14, being Lots 1 of Block 18 of the Highway Industrial Sites Addition, Second Filing, to Midland Texas, said Tracts shown on Plat described Vol. 294 Page 1 and being the same lands described in that certain Warranty Deed dated July 3rd, 1985, by and between Bill McEwin, Grantor and Janice McEwin, Grantee and recorded in Vol. 998 at Page 63 of the Deed Records of Midland County Texas. TX1254.000 The State of Texas, through its agent, Kenny Don Barkley RSP Permian, L.L.C. 6/3/2013 0.82 DocNo: 2013-20945 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All of that approximately .8199 acres of land more or less, lying in the N½ of Section 14, being all of Lots 5 of Block 11 of the Highway Industrial Sites Addition in Midland County Texas, the Plat of which is filed in Cabinet A, Pg 37, Plat Records of Midland County Texas, and being those certain tracts of land described in that certain Warranty Deed dated October 7, 2003 by and between Michael Scott Thomas etux Christina Thomas, Grantor and Kenny Don Barkley, Grantee, with said Warranty Deed being recorded in Vol. 2255 Pg 32 of the Official Public Records of Midland County, Texas. Page 13 of 57 Exhibit A-3

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1255.001 The State of Texas, through its Agent,Terry Lea Kirk a single woman individually and as a remainderman under the Est. of Alice E. Sandell deceased; Larry Joe Agnew, individually and as a remainderman under the Est. of Alice E. Sandell deceased; Ralph Sandell, a widower RSP Permian, L.L.C. 6/5/2013 1.08 DocNo: 2013-20946 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: Tract 1: a 2/3rd interest in all of that allof that approximate 0.58000 acres of land more or less, lying in the N½ of Section 14, being Lot 8 of Block 12 of the Highway Industrial Sites Addition to Midland, Texas, said Tract is shown on Plat described Vol. 235 Page 267 of the Deed Records of Midland County, Tx, and the same lands described in that certain Warranty Deed dated April 4, 1978, by and between Verna Martin, Grantor and Wanda Jean Ralston, Terry Lea Kirk and Alice E. Sandell, Grantee and recorded in Vol. 644 at Page 204 of the Deed Records of Midland County, TX Tract 2: a 1/4th interest in all of that allof that approximate 0.50000 acres of land more or less, lying in the N½ of Section 14, being the North 16.77 ft. of Lot 9 and all of Lot 10 save and except the North 40 ft. thereof in Block 12 of the Highway Industrial Sites Addition to Midland, Texas, said Tract is shown on Plat described Vol. 235 Page 267 of the Deed Records of Midland County, Texas, and the same lands described in that certain Warranty Deed dated April 3, 1963, by and between F R Spaulding et al, Grantor and the Century Trust Company Grantee and recorded in Vol. 402 at Page 251 of the Deed Records of Midland County, TX. TX1255.002 The State of Texas, through its Agent, Scott T. Poeppel RSP Permian, L.L.C. 6/5/2013 0.50 DocNo: 2013-20947 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: A 1/4th interest in all of that allof that approximate 0.50000 acres of land more or less, lying in the N½ of Section 14, being the North 16.77 ft. of Lot 9 and all of Lot 10 save and except the North 40 ft. thereof in Block 12 of the Highway Industrial Sites Addition to Midland, Texas, said Tract is shown on Plat described Vol. 235 Page 267 of the Deed Records of Midland County, Texas, and the same lands described in that certain Warranty Deed dated April 3, 1963, by and between F R Spaulding et al, Grantor and the Century Trust Company Grantee and recorded in Vol. 402 at Page 251 of the Deed Records of Midland County, TX. TX1255.003 The State of Texas, through its agent, Jerald W. Ralston RSP Permian, L.L.C. 6/5/2013 0.50 DocNo: 2013-20948 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: A 1/4th interest in all of that allof that approximate 0.50000 acres of land more or less, lying in the N½ of Section 14, being the North 16.77 ft. of Lot 9 and all of Lot 10 save and except the North 40 ft. thereof in Block 12 of the Highway Industrial Sites Addition to Midland, Texas, said Tract is shown on Plat described Vol. 235 Page 267 of the Deed Records of Midland County, Texas, and the same lands described in that certain Warranty Deed dated April 3, 1963, by and between F R Spaulding et al, Grantor and the Century Trust Company Grantee and recorded in Vol. 402 at Page 251 of the Deed Records of Midland County, TX. Page 14 of 57 Exhibit A-3

Keystone Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1255.004 The State of Texas, through its agent, Wanda Jean Ralston, a widow RSP Permian, L.L.C. 6/5/2013 0.53 DocNo: 2013-20949 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: Tract 1: a 100% interest in all of that approximate 0.53000 acres of land more or less, lying in the N½ of Section 14, being Lot 9 of Block 12 of the Highway Industrial Sites Addition to Midland, Texas, save and except the North 16.77 ft. thereof, said Tract is shown on Plat described Vol. 235 Page 267 of the Deed Records of Midland County, Tx, and is the same lands described in that certain Warranty Deed dated April 28, 1966, by and between James T. Ralston et ux Myrtie E. Ralston, Grantor and Mike R. Ralston et ux Wanda J. Ralston, Grantee and recorded in Vol. 466 at Page 327 of the Deed Records of Midland County, Texas. Tract 2: a 1/3rd interest in all of that All of that approximate 0.58000 acres of land more or less, lying in the N½ of Section 14, being Lot 8 of Block 12 of the Highway Industrial Sites Addition to Midland, Texas, said Tract is shown on Plat described Vol. 235 Page 267 of the Deed Records of Midland County, Tx, and the same lands described in that certain Warranty Deed dated April 4, 1978, by and between Verna Martin, Grantor and Wanda Jean Ralston, Terry Lea Kirk and Alice E. Sandell, Grantee and recorded in Vol. 644 at Page 204 of the Deed Records of Midland County, Texas. Tract 3: a 1/4th interest in all of that All of that approximate 0.50000 acres of land more or less, lying in the N½ of Section 14, being the North 16.77 ft. of Lot 9 and all of Lot 10 save and except the North 40 ft. thereof in Block 12 of the Highway Industrial Sites Addition to Midland, Texas, said Tract is shown on Plat described Vol. 235 Page 267 of the Deed Records of Midland County, Texas, and the same lands described in that certain Warranty Deed dated April 3, 1963, by and between F R Spaulding at al, Grantor and the Century Trust Company Grantee ,and recorded in Vol. 402 at Page 251 of the Deed Records of Midland County, Texas. TX1256.000 The State of Texas, through its agent, Hawk Equipment and Manufacturing, Inc. RSP Permian, L.L.C. 5/13/2013 0.46 DocNo: 2013-20950 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: All of that approximately 0.45798 acres of land more or less, lying in the N½ of Section 14, being in the East part of Lots 7, 8 and 9 of Block 11 of the Highway Industrial Sites Addition, to Midland Texas, said Tracts shown in Plat Cabinet A Page 37 of the Plat Records of Midland County and being the same lands described in that certain Warranty Deed dated September 16, 1996, by and between 1st State Bank of Odessa, N.A., Grantor and Hawk Equipment and Manufacturing, Inc., Grantee and recorded in Vol. 994 at page 324 of the Deed Records of Midland County Texas. TX1257.000 The State of Texas, through its agent, John Vasek and Penny Vasek, husband and wife RSP Permian, L.L.C. 5/22/2013 0.76 DocNo: 2013-20951 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: .76099 acres of land more or less, lying in the N½ of Section 14, being Lots 2, 3 and 4 of Block 18 of the Highway Industrial Sites Addition, Second Filing, to Midland Texas, said Tracts shown on Plat described Vol. 294 Page 1 and being the same lands described in that certain Warranty Deed dated October 11, 1989, by and between Jerome Roehl, Grantor and John Vasek, Grantee and recorded in Vol. 1020 at Page 685 of the Deed Records of Midland County Texas. TX1258.000 The State of Texas, through its agent, Connie Fullen and Charlee Fallen RSP Permian, L.L.C. 5/15/2013 1.78 DocNo: 2013-20952 OGL Midland T&P Survey, Blk 41, T2S, Midland County, Texas Section 14: 1.7765 acres of land, more or less, consisting of Lots 1, 2. 3, 4 and 5 of Block 14 and Lots 1 and 2 of Block 15 of the Highway Industrial Sites Addition, Second Filing, as shown on that certain Plat recorded April 25, 1958 filed in Vol. 294 Page 1 of the Deed/Plat Records of Midland County Texas, being the same lands described in that certain Warranty Deed dated October 30, 2007 by and between John G Burnett. Grantor and Connie Fullen and Charlee Davidson. Grantee, filed in Vol. 2954 at Page 738 of the Deed Records of Midland County Texas Page 15 of 57 Exhibit A-3

Spanish Trail (I-20) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1135.024 Joann Patterson, dealing in her sole and separate property E.G.L. Resources, Inc. 2/22/2011 16.00 DocNo: 2012-5951 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: A 16-acre tract being more particularly described by metes and bounds as follows, to-wit: Beginning at a ½" iron rod set in the North boundary line of CR 116W, for the SW corner of this tract, from which point a 1" galvanized iron pipe at the SW Corner of Section 10, bears South 58° 51' West, 4,162.80 ft., and South 15° 7' East. 974 ft.; THENCE North 58° 51' East, with the North boundary line of CR 116W, 861.6 feet to a ½" iron rod set for the SE corner of this tract; THENCE North 15° 7' West, 841.7 feet to a ½" iron rod set for the NE corner of this tract; THENCE South 58° 51' West, 861.6 ft. to a ½" iron rod set for the NW corner of this tract; Thence South 15° 7' East, 841.7 feet to the POB. TX1135.025 Dan E. Stogill, dealing in his sole and separate property E.G.L. Resources, Inc. 11/3/2011 450.20 DocNo: 2012-14796 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: South 450.2 acres, more or less TX1135.026 HCMC Inc. E.G.L. Resources, Inc. 5/24/2013 314.38 DocNo: 2013-14771 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: Containing 314.38 acres, more or less, being all that certain 402.9 acres out of 419.2 acres of Section 10, as described by Metes & Bounds in deed V554 P89, Save and Except the following tracts in which the minerals were not reserved by Grantor: a 6.3-acre tract previously conveyed to the State in deed V400 P123, 16-acre tract conveyed in V579 P28, a 1.95 acre tract conveyed in V581 P629, a 2.5 acre tract conveyed in V585, P837, a 2.5 acre tract conveyed in V585 P839, a 3 acre tract conveyed in V587 P379, a .65 acre tract conveyed in V587 P644, a 2.28 acre tract conveyed in V587 P646, a 20 acre tract conveyed in V593 P4, a .65 acre tract conveyed in V629 P772, a .325 acre tract conveyed in V625 P127, a 5 acre tract conveyed in V647 P197, a .328 acre tract conveyed in V657 P453, a 10 acre tract conveyed in V670 P 684, a 1.25 acre tract conveyed in V684 P656, a .328 acre tract conveyed in V686 P644, a 6.72 acre tract conveyed in V687 P146, a .325 acre tract conveyed in V698 P488, a .984 acre tract in V750 P769, a 2.5 acre tract conveyed in V799 P51, a 1 acre tract conveyed in V999 P365, a 5.23 acre tract conveyed in V1523 P683; And Save and Except the 80 acre Proration Unit designated for the STO #1009 well as shown on the plat attached as Exhibit "A" to the Oil and Gas Lease. TX1135.027 Michael Dean Waldrop and Rebecca A. Waldrop, husband and wife RSP Permian, L.L.C. 9/24/2013 2.50 DocNo: 2013-27279 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 10: 2.5 acres of land, more or less, in theS½ of Section 10 and being all of that certain land described in that certain Warranty Deed dated October 14, 1983, by and between Garland W. Jordan, Grantor and Todd, Barron, Bridges & McKeel, P.C., Grantee, with said Warranty Deed being recorded in Vol. 799 at Page 51 of the Public Deed Records of Midland County, Texas. TX1136.001 The Corkery Trust, by Robin Corkery, Sole Trustee & Executor Summit West Resources, LP 6/1/2008 640.00 DocNo: 2010-21288 AMD Midland DocNo: 2009-19017 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.002 W. B. Robbins III et ux Summit West Resources, LP 12/9/2010 640.00 Vol 2010, Pge 24702 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All Page 37 of 57 Exhibit A-3

Spanish Trail (I-20) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1136.003 Richard L. Luttrell Summit West Resources, LP 12/9/2010 640.00 Vol 2010, Pge 24701 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.004 Otto William Schumm Separate Revocable Trust Agreement date 8/4/2005 McDonnold Petroleum, LLC 10/16/2008 640.00 Vol 3111, Pge 424 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.005 Bonnie Mae Wiese McDonnold Petroleum, LLC 8/15/2008 640.00 Vol 3108, Pge 738 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.006 Donna K. Current McDonnold Petroleum, LLC 8/15/2008 640.00 Vol 3108, Pge 747 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.007 Elizabeth A. Lewis McDonnold Petroleum, LLC 10/23/2008 640.00 Vol 3119, Pge 204 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.008 Helen I. Glisson McDonnold Petroleum, LLC 8/15/2008 640.00 Vol 3108, Pge 735 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.009 Jean M. Werning McDonnold Petroleum, LLC 8/15/2008 640.00 Vol 3108, Pge 741 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.010 Marjorie A. Mason McDonnold Petroleum, LLC 11/3/2010 640.00 DocNo: 2010-22309 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.011 Michael C. Current McDonnold Petroleum, LLC 1/23/2009 640.00 Vol 3146, Pge 813 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.012 Rosena D. Nielsen McDonnold Petroleum, LLC 9/5/2008 640.00 Vol 3115, Pge 611 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.013 Thomas P. Langdon and Colleen Crowe McDonnold Petroleum, LLC 8/15/2008 640.00 Vol 3108, Pge 732 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.014 Wayne E. Williams McDonnold Petroleum, LLC 8/15/2008 640.00 Vol 3108, Pge 729 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All Page 38 of 57 Exhibit A-3

Spanish Trail (I-20) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1136.015 William P. Costello McDonnold Petroleum, LLC 8/15/2008 640.00 Vol 3108, Pge 744 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All TX1136.016 Herman R. Schowe, Jr. E.G.L. Resources, Inc. 5/15/2011 640.00 DocNo: 2011-17830 OGL Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 11: All Spanish Trail Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1070.000 Spanish Trail Land & Cattle Company, L.P., & IBEX Mineral Resources, L.L.C. E.G.L. Exploration, L.P., & E.G.L. Resources, Inc. 1/23/2008 4,090.18 Vol 3057, Pge 451 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 38: All, save and except the NW¼ Section 46: All Section 47: All, save and except 2.342 acres more particularly described by metes and bounds in Warranty Deed from Scharbauer Brothers & Co. to Texas Electric Service Company dated February 13, 1984, recorded in Volume 812, Page 213. Section 48: S½ T&P Survey, Blk 40, T2S, Midland County, Texas Section 01: North 232 Acres Section 02: N½ Section 03: All Section 04: All, save and except 106.88 acres conveyed to the City of Midland by Warranty Deeds recorded in Volume 55, page 616, and Volume 63, page 475. Section 09: The portion lying North of the Railroad ROW, containing 365.62 acres, more or less, save and except that certain 208.23 acres of land conveyed to the City of Midland by virtue of those certain Warranty Deeds recorded in Volume 50, Page 34 and Volume 55, Page 616. Section 10: E/20 acres of NW¼ lying North of I-20 Spanish Trail, West (Kemmer) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1130.001 Spanish Trail Land and Cattle Company, L.P., & IBEX Mineral Resources, L.L.C. Windsor Permian LLC 2/29/2008 664.80 DocNo: 2010-6164 AMD Midland Vol 3018, Pge 413 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: All, less and except Northwest 500 acres Section 42: Northwest 500 acres TX1130.002 American State Bank, Lubbock, Texas, as Trustee of the Beal Foundation Investment Trust Patriot Resources Partners LLC 6/9/2008 664.80 Vol 3093, Pge 667 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: All, less and except Northwest 500 acres Section 42: Northwest 500 acres Page 39 of 57 Exhibit A-3

Spanish Trail, West (Kemmer) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1130.003 Charles Richard Myers F. Ferrell Davis 11/1/2008 500.00 DocNo: 2010-16764 AMD Midland Vol 3124, Pge 598 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines TX1130.004 David A. (Andy) Kemmer F. Ferrell Davis 5/8/2009 500.00 DocNo: 2009-11959 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines TX1130.005 Kathryne Kemmer McLaughlin F. Ferrell Davis 5/8/2009 500.00 DocNo: 2009-10445 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines TX1130.006 Robert Craig Kemmer F. Ferrell Davis 8/12/2009 500.00 DocNo: 2009-17267 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines TX1130.007 Judith Orchard Myers Reichley F. Ferrell Davis 5/21/2009 500.00 DocNo: 2010-16764 AMD Midland DocNo: 2009-11958 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines TX1130.008 Janet H. Jelenski F. Ferrell Davis 7/16/2009 500.00 DocNo: 2010-16764 AMD Midland DocNo: 2009-16522 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines TX1130.009 David Kemmer Farris F. Ferrell Davis 8/8/2008 500.00 DocNo: 2010-16764 AMD Midland Vol 3088, Pge 137 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines Page 40 of 57 Exhibit A-3

Spanish Trail, West (Kemmer) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1130.010 Victoria Farris Doust F. Ferrell Davis 8/8/2008 500.00 DocNo: 2010-16764 AMD Midland Vol 3088, Pge 140 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines TX1130.011 Maureen Winslow Carpenter F. Ferrell Davis 7/14/2008 500.00 DocNo: 2010-16764 AMD Midland Vol 3076, Pge 134 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines TX1130.012 Margaret Christina Carpenter F. Ferrell Davis 7/14/2008 500.00 DocNo: 2010-16764 AMD Midland Vol 3076, Pge 136 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines TX1130.013 Russell Paul Carpenter F. Ferrell Davis 7/14/2008 500.00 DocNo: 2010-16764 AMD Midland Vol 3076, Pge 138 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines TX1130.014 Ladis Szpila F. Ferrell Davis 10/2/2009 500.00 DocNo: 2009-21282 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 42: A 500 acre tract being located in the Northwest part of said Section 42 and having an East and West dimension of 1591 varas and a North and South dimension of 1773 varas and having its Northwest corner at the Northwest corner of said section and its lines along and parallel to section lines Page 41 of 57 Exhibit A-3

Spanish Trail, West (South) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1130.001 Spanish Trail Land and Cattle Company, L.P., & IBEX Mineral Resources, L.L.C. Windsor Permian LLC 2/29/2008 1,546.95 DocNo: 2010-6164 AMD Midland Vol 3018, Pge 413 MM Midland T&P Survey, Blk 40, T2S, Midland County, Texas Section 05: All Section 08: All of the S½ lying North of the RR ROW Section 08: E½NE¼ Section 08: E½NW¼ Section 08: N½ Section 08: W½NE¼ Section 08: W½NW¼ Spanish Trail, West (West) Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1130.001 Spanish Trail Land and Cattle Company, L.P., & IBEX Mineral Resources, L.L.C. Windsor Permian LLC 2/29/2008 1,950.40 DocNo: 2010-6164 AMD Midland Vol 3018, Pge 413 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 43: All T&P Survey, Blk 40, T2S, Midland County, Texas Section 06: All Section 07: All TX1130.002 American State Bank, Lubbock, Texas, as Trustee of the Beal Foundation Investment Trust Patriot Resources Partners LLC 6/9/2008 1,950.40 Vol 3093, Pge 667 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 43: All T&P Survey, Blk 40, T2S, Midland County, Texas Section 06: All Section 07: All Page 42 of 57 Exhibit A-3

Spanish Trail, West Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1130.001 Spanish Trail Land and Cattle Company, L.P., & IBEX Mineral Resources, L.L.C. Windsor Permian LLC 2/29/2008 3,914.77 DocNo: 2010-6164 AMD Midland Vol 3018, Pge 413 MM Midland T&P Survey, Blk 40, T1S, Midland County, Texas Section 39: S½ Section 40: All Section 41: All Section 44: All Section 45: All T&P Survey, Blk 41, T1S, Midland County, Texas Section 25: All Section 36: E½ Tower Road Prospect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1233.001 Brandon Lee Gage Trust, Barbara Elliott, Trustee RSP Permian, L.L.C. 5/23/2011 342.20 DocNo: 2011-15951 OGL Midland T&P Survey, Blk 39, T2S, Midland County, Texas Section 44: Tracts 1 & 2 according to a subdivision plat recorded in Vol 54, Pg 370, Deed Records, Midland Co, T.X Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1286.001 John David Williams, SSP Chalfant Properties, Inc. 9/24/2012 210.00 Vol 716, Pge 578 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 03: E/2 E/210 acres N/2 Section 03: W/2 E/210 acres N/2 TX1286.003 Mary Catharie Kuykendall, Individually and as Independent Executrix of the Estate of Catherine Williams, dec'd Chalfant Properties, Inc. 8/31/2012 210.00 Vol 691, Pge 159 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 03: E/2 E/210 acres N/2 Section 03: W/2 E/210 acres N/2 TX1286.004 Nancy Lee Twining, SSP Chalfant Properties, Inc. 8/31/2012 210.00 Vol 691, Pge 157 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 03: E/2 E/210 acres N/2 Section 03: W/2 E/210 acres N/2 TX1286.005 Suzanna Lane Johnson Chalfant Properties, Inc. 9/24/2012 210.00 Vol 693, Pge 113 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 03: E/2 E/210 acres N/2 Section 03: W/2 E/210 acres N/2 Page 43 of 57 Exhibit A-3

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1288.001 Bruce Carroll Earnest Chalfant Properties, Inc. 11/28/2012 110.00 Vol 702, Pge 310 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 03: W/110 acres N/2 TX1288.002 LuJuana Leach, SSP Chalfant Properties, Inc. 9/24/2012 110.00 Vol 705, Pge 359 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 03: W/110 acres N/2 TX1288.003 Mary Nell Kelley, SSP Chalfant Properties, Inc. 9/24/2012 110.00 Vol 705, Pge 356 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 03: W/110 acres N/2 TX1288.004 Milton Ray Earnest Chalfant Properties, Inc. 11/28/2012 110.00 Vol 702, Pge 315 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 03: W/110 acres N/2 TX1289.001 Marcy Brown Jackson, SSP Chalfant Properties, Inc. 8/6/2013 160.00 Vol 717, Pge 240 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 03: SE/4 TX1289.002 Robert F. Brown, SSP Chalfant Properties, Inc. 8/6/2013 160.00 Vol 716, Pge 574 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 03: SE/4 TX1289.003 Robert J. Brown, SSP Chalfant Properties, inc. 8/6/2013 160.00 Vol 719, Pge 43 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 03: SE/4 TX1290.000 Jo Ann Hart, Individually; Debra Ray Hodgson Salisbury, Individually; and Sandra Sue Granberry Chalfant Properties, Inc. 11/20/2012 320.00 Vol 700, Pge 507 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 04: NE/4 T&P Survey, Blk 35, T5N, Dawson County, Texas Section 45: SE/4 TX1291.001 Charlie D. King, SSP Chalfant Properties, Inc. 8/19/2012 320.00 Vol 695, Pge 486 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 07: NE/4 Section 07: SE/4 TX1291.002 Sandra Crump Mayfield, SSP Chalfant Properties, Inc. 8/6/2013 320.00 Vol 715, Pge 562 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 07: NE/4 Section 07: SE/4 Page 44 of 57 Exhibit A-3

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1292.001 Carol Staggs, aka Carol W. Stephens, SSP Chalfant Properties, Inc. 8/9/2012 160.00 Vol 688, Pge 513 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 08: SE/4 TX1292.002 Duane Ray Jones, SSP Chalfant Properties, Inc. 8/9/2012 160.00 Vol 693, Pge 89 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 08: SE/4 TX1292.003 Gay Nell Harris, SSP Chalfant Properties, Inc. 7/20/2012 160.00 Vol 690, Pge 289 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 08: SE/4 TX1292.004 James A. Barnes, SSP Chalfant Properties, Inc. 7/24/2012 160.00 Vol 687, Pge 711 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 08: SE/4 TX1292.005 Julie Anne Foster, SSP Chalfant Properties, Inc. 8/9/2012 160.00 Vol 689, Pge 345 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 08: SE/4 TX1292.006 Louis Ridings JR., SSP Chalfant Properties, Inc. 7/20/2012 160.00 Vol 687, Pge 714 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 08: SE/4 TX1292.007 Robert R. Barnes, SSP Chalfant Properties, Inc. 7/24/2012 160.00 Vol 687, Pge 708 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 08: SE/4 TX1292.008 Tommy Mears, SSP Chalfant Properties, Inc. 8/9/2012 160.00 Vol 688, Pge 516 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 08: SE/4 TX1294.002 JDAV Land Services, INC. Chalfant Properties, Inc. 8/9/2012 160.00 Vol 715, Pge 550 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 09: SE/4 TX1294.003 Ronnie Lynn Motley, SSP Chalfant Properties, Inc. 8/11/2012 160.00 Vol 715, Pge 254 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 09: SE/4 TX1294.004 Thomas E. Phillips, SSP Chalfant Properties, Inc. 8/12/2013 160.00 Vol 715, Pge 248 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 09: SE/4 Page 45 of 57 Exhibit A-3

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1294.005 Tony and Sue Scott Oak Valley Mineral and LP 2/14/2012 360.00 Vol 684, Pge 354 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 09: SE/4 Section 10: SW/4 and W/2W/2SE/4 TX1294.006 JDAV Land Services, INC Chalfant Properties, Inc. 8/9/2012 200.00 Vol 715, Pge 553 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 10: SW/4 and W/2W/2SE/4 TX1294.007 Ronnie Lynn Motley, SSP Chalfant Properties, Inc. 8/11/2012 200.00 Vol 715, Pge 257 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 10: SW/4 and W/2W/2SE/4 TX1294.008 Thomas E. Phillips, SSP Chalfant Properties, Inc. 8/12/2013 200.00 Vol 715, Pge 251 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 10: SW/4 and W/2W/2SE/4 TX1295.000 Carolyn Jean Claiborne, SSP Chalfant Properties, Inc. 7/2/2013 330.00 Vol 712, Pge 266 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 09: NW/4 & South 10 Ac. of SW/4 Section 16: NW/4 TX1296.000 Willie G. Davis & Wanda L. Davis his wife Chalfant Properties, Inc. 8/14/2013 150.00 Vol 716, Pge 144 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 09: North 150 Ac. of SW/4 TX1297.001 Darla Jo Hanson, SSP Chalfant Properties, Inc. 8/19/2013 180.50 Vol 718, Pge 227 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 14: W/2 of North 361 ac. TX1297.002 Glenn Madison, Trustee of the Annabel Madison Family Trust Chalfant Properties, Inc. 9/10/2013 180.50 Vol 719, Pge 201 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 14: W/2 of North 361 ac. TX1298.001 Emmett Morgan Chalfant Properties, Inc. 11/19/2012 2,080.00 Vol 697, Pge 346 MM Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 19: W/2 Section 29: NW/4 and N/2SW/4 Section 30: All T&P Survey, Blk 36, T4N, Dawson County, Texas Section 25: E/2NE/4 & SE/4 Section 36: All Page 46 of 57 Exhibit A-3

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1298.002 Hardy Morgan Chalfant Properties, Inc. 10/31/2012 2,080.00 Vol 697, Pge 345 MM Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 19: W/2 Section 29: NW/4 and N/2SW/4 Section 30: All T&P Survey, Blk 36, T4N, Dawson County, Texas Section 25: E/2NE/4 & SE/4 Section 36: All TX1298.003 Katie Bess Williamson Chalfant Properties, Inc. 10/31/2012 2,080.00 Vol 697, Pge 714 MM Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 19: W/2 Section 29: NW/4 and N/2SW/4 Section 30: All T&P Survey, Blk 36, T4N, Dawson County, Texas Section 25: E/2NE/4 & SE/4 Section 36: All TX1298.004 Maurine Vaughn Estate Chalfant Properties, Inc. 11/19/2012 2,080.00 Vol 697, Pge 347 MM Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 19: W/2 Section 29: NW/4 and N/2SW/4 Section 30: All T&P Survey, Blk 36, T4N, Dawson County, Texas Section 25: E/2NE/4 & SE/4 Section 36: All TX1298.005 Morgan Family Ranches, LTD Chalfant Properties, Inc. 11/19/2012 2,080.00 Vol 697, Pge 348 MM Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 19: W/2 Section 29: NW/4 and N/2SW/4 Section 30: All T&P Survey, Blk 36, T4N, Dawson County, Texas Section 25: E/2NE/4 & SE/4 Section 36: All Page 47 of 57 Exhibit A-3

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1298.006 Paul W. Morgan Testamentary Trust Chalfant Properties, Inc. 11/19/2012 2,080.00 Vol 697, Pge 344 MM Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 19: W/2 Section 29: NW/4 and N/2SW/4 Section 30: All T&P Survey, Blk 36, T4N, Dawson County, Texas Section 25: E/2NE/4 & SE/4 Section 36: All TX1298.007 Ruby Rule, SSP Chalfant Properties, Inc. 11/19/2012 2,080.00 Vol 697, Pge 713 MM Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 19: W/2 Section 29: NW/4 and N/2SW/4 Section 30: All T&P Survey, Blk 36, T4N, Dawson County, Texas Section 25: E/2NE/4 & SE/4 Section 36: All TX1298.008 Margaret Morgan Purvis, SSP Chalfant Properties, Inc. 10/31/2012 2,080.00 Vol 694, Pge 194 MM Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 19: W/2 Section 29: NW/4 and N/2SW/4 Section 30: All T&P Survey, Blk 36, T4N, Dawson County, Texas Section 25: E/2NE/4 & SE/4 Section 36: All TX1298.009 John Morgan, Individually and the John E Morgan Family Limited Partnership Chalfant Properties, Inc. 11/19/2012 2,080.00 Vol 697, Pge 129 MM Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 19: W/2 Section 29: NW/4 and N/2SW/4 Section 30: All T&P Survey, Blk 36, T4N, Dawson County, Texas Section 25: E/2NE/4 & SE/4 Section 36: All TX1299.000 Mamie Ferguson, SSP Chalfant Properties, Inc. 5/29/2013 160.00 Vol 714, Pge 661 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 29: NE/4 Page 48 of 57 Exhibit A-3

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1300.001 Frances Gwen Johnson; James Robert Dyer; and William Jack Dyer Chalfant Properties, Inc. 12/10/2012 480.00 Vol 709, Pge 446 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 17: NE/4 TX1300.002 Bradley Dyer Lengel, SSP Chalfant Properties, Inc. 1/9/2013 160.00 Vol 709, Pge 457 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 17: NE/4 TX1300.003 Bret Lane Bratcher, Independent Executor of The Estate of Carole Dyer Bratcher Chalfant Properties, Inc. 12/10/2012 160.00 Vol 705, Pge 609 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 17: NE/4 TX1300.004 Brian W. Lengel, SSP Chalfant Properties, Inc. 1/9/2013 160.00 Vol 709, Pge 453 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 17: NE/4 TX1300.005 Thelma Dyer Brower, SSP Chalfant Properties, Inc. 1/9/2013 160.00 Vol 709, Pge 461 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 17: NE/4 TX1301.003 Coffman Family Minerals, LLC Chalfant Properties, Inc. 8/5/2013 160.00 Vol 716, Pge 581 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 33: SW/4 TX1301.004 Jo Robert Greene and Rebeca Lee Sanders, Independent Co-Executors of the Estate of A.M. Greene, dec'd and Co-trustees of the A.M. Greene Trust Chalfant Properties, Inc. 8/5/2013 160.00 Vol 718, Pge 276 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 33: SW/4 TX1301.006 Minnix Family Oil and Minerals, LLC Chalfant Properties, Inc. 8/5/2013 160.00 Vol 715, Pge 260 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 33: SW/4 TX1303.001 Judith Everts, et al Oak Valley Mineral and Land, LP 10/17/2011 1,920.00 Vol 674, Pge 437 MM Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 33: N/2 TX1304.001 Darla Jo Hanson, SSP Chalfant Properties, Inc. 8/5/2013 140.00 Vol 715, Pge 231 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 40: S/140 acs. of SE/4 Page 49 of 57 Exhibit A-3

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1305.001 Denise Greaves Clark, SSP Chalfant Properties, Inc. 10/1/2012 320.00 Vol 693, Pge 98 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 44: SE/4 SAE 5 acs desc in 39/614 Section 44: SE/Corner of the SE/4 as desc in 39/614 cont 5 acs. Section 44: SW/4 TX1305.002 Edith Maurine Williams, a widow Chalfant Properties, Inc. 9/25/2012 320.00 Vol 693, Pge 118 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 44: SE/4 SAE 5 acs desc in 39/614 Section 44: SE/Corner of the SE/4 as desc in 39/614 cont 5 acs. Section 44: SW/4 TX1305.003 Jeynette G. Simmons, SSP Chalfant Properties, Inc. 8/16/2013 320.00 Vol 718, Pge 224 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 44: SE/4 SAE 5 acs desc in 39/614 Section 44: SE/Corner of the SE/4 as desc in 39/614 cont 5 acs. Section 44: SW/4 TX1305.004 Larry Greaves, SSP Chalfant Properties, Inc. 10/1/2012 320.00 Vol 693, Pge 92 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 44: SE/4 SAE 5 acs desc in 39/614 Section 44: SE/Corner of the SE/4 as desc in 39/614 cont 5 acs. Section 44: SW/4 TX1305.005 Lovetta Bowlin Beckmeyer, SSP Chalfant Properties, Inc. 10/10/2012 320.00 Vol 693, Pge 107 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 44: SE/4 SAE 5 acs desc in 39/614 Section 44: SE/Corner of the SE/4 as desc in 39/614 cont 5 acs. Section 44: SW/4 TX1305.006 Marcis Greaves Jefferis Chalfant Properties, Inc. 8/27/2013 320.00 Vol 718, Pge 279 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 44: SE/4 SAE 5 acs desc in 39/614 Section 44: SE/Corner of the SE/4 as desc in 39/614 cont 5 acs. Section 44: SW/4 TX1305.007 Melody Loy Greaves Newsom Chalfant Properties, Inc. 10/3/2012 320.00 Vol 693, Pge 101 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 44: SE/4 SAE 5 acs desc in 39/614 Section 44: SE/Corner of the SE/4 as desc in 39/614 cont 5 acs. Section 44: SW/4 Page 50 of 57 Exhibit A-3

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1305.008 Ricky Wayne Greaves, SSP Chalfant Properties, Inc. 10/3/2012 320.00 Vol 693, Pge 104 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 44: SE/4 SAE 5 acs desc in 39/614 Section 44: SE/Corner of the SE/4 as desc in 39/614 cont 5 acs. Section 44: SW/4 TX1305.009 Terry Greaves and wife, Melissa Greaves Chalfant Properties, Inc. 10/1/2012 320.00 Vol 693, Pge 95 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 44: SE/4 SAE 5 acs desc in 39/614 Section 44: SE/Corner of the SE/4 as desc in 39/614 cont 5 acs. Section 44: SW/4 TX1305.010 Tony Wayne Greaves, SSP Chalfant Properties, Inc. 8/14/2013 320.00 Vol 717, Pge 237 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 44: SE/4 SAE 5 acs desc in 39/614 Section 44: SE/Corner of the SE/4 as desc in 39/614 cont 5 acs. Section 44: SW/4 TX1306.001 Bruce Carroll Earnest, SSP Chalfant Properties, Inc. 8/6/2013 160.00 Vol 715, Pge 285 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 46: S/60ac. of NW/4 & W/100ac.of SW/4 TX1306.002 Milton Ray Earnest, SSP Chalfant Properties, Inc. 8/6/2013 160.00 Vol 715, Pge 281 OGL Dawson T&P Survey, Blk 35, T5N, Dawson County, Texas Section 46: S/60ac. of NW/4 & W/100ac.of SW/4 TX1307.001 Baptist Foundation of Texas, a Texas nonprofit corporation Chalfant Properties, Inc. 8/5/2013 160.00 Vol 715, Pge 546 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 16: NE/4 TX1308.001 Flache Farms Chalfant Properties, Inc. 7/11/2013 320.00 Vol 715, Pge 275 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 34: W/2 TX1309.001 Dennis Schneider and wife, Leatrice Schneider Chalfant Properties, Inc. 5/29/2013 440.00 Vol 712, Pge 283 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: W/2SW/4 Section 21: N/2NE/4 Section 21: SE/4 Section 21: SE/4NE/4 Section 28: W/2NE/4 Page 51 of 57 Exhibit A-3

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1309.002 Tommy Don Davis, SSP Chalfant Properties, Inc. 6/28/2013 400.00 Vol 712, Pge 593 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: E/2SW/4 Section 15: W/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1309.003 Steve Dwayne Hodges, SSP Chalfant Properties, Inc. 7/8/2013 320.00 Vol 714, Pge 368 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: W/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1309.004 Staci Rhnea Mathis, SSP Chalfant Properties, Inc. 8/2/2013 320.00 Vol 715, Pge 266 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: E/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1309.005 Rensay Mark Davis, SSP Chalfant Properties, Inc. 8/2/2013 320.00 Vol 715, Pge 239 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: E/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1309.006 Pauline White, a widow Chalfant Properties, Inc. 5/29/2013 400.00 Vol 712, Pge 287 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: E/2SW/4 Section 15: W/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1309.007 Oliver Kelby Davis, SSP Chalfant Properties, Inc. 8/2/2013 320.00 Vol 715, Pge 263 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: E/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1309.008 Beecher McCormick and wife, Joye McCormick Chalfant Properties, Inc. 7/23/2013 80.00 Vol 714, Pge 657 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: E/2SW/4 Page 52 of 57 Exhibit A-3

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1309.009 Cynthia Buffington, SSP Chalfant Properties, Inc. 6/19/2013 400.00 Vol 714, Pge 356 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: E/2SW/4 Section 15: W/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1309.010 David Allen Davis, SSP Chalfant Properties, Inc. 8/2/2013 320.00 Vol 717, Pge 234 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: E/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1309.011 Edward Douglas Davis, SSP Chalfant Properties, Inc. 6/28/2013 400.00 Vol 712, Pge 590 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: E/2SW/4 Section 15: W/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1309.012 Gary Bailey, SSP Chalfant Properties, Inc. 6/19/2013 400.00 Vol 714, Pge 360 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: E/2SW/4 Section 15: W/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1309.013 Jannette Lee Hodges Westbrook, SSP Chalfant Properties, Inc. 7/8/2013 320.00 Vol 714, Pge 364 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: W/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1309.014 Linda Taylor, SSP Chalfant Properties, Inc. 6/19/2013 400.00 Vol 714, Pge 352 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: E/2SW/4 Section 15: W/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 Page 53 of 57 Exhibit A-3

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1309.015 Nita M. Bromm McCoy, SSP Chalfant Properties, Inc. 7/8/2013 320.00 Vol 714, Pge 372 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: W/2SW/4 Section 21: N/2NE/4 Section 22: NW/4 TX1312.001 Jane Hogue Brown Chalfant Properties, Inc. 7/12/2012 120.00 Vol 687, Pge 456 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: S/2NW/4 & NW/4NW/4 TX1312.002 Phyllis Hogue, Individually and as Independent Excutrix of the Estate fo James Frank Hogue Chalfant Properties, Inc. 7/12/2012 120.00 Vol 687, Pge 705 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: S/2NW/4 & NW/4NW/4 TX1312.003 Sallie Hogue Baily Chalfant Properties, Inc. 7/12/2012 120.00 Vol 687, Pge 453 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: S/2NW/4 & NW/4NW/4 TX1313.001 Carolyn Copenhaver Ramsey, as Agent and Attorney in Fact for Mary Jo English Merriman Chalfant Properties, Inc. 7/23/2013 80.00 Vol 714, Pge 654 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 15: NE/4NW/4 Section 21: SW/4NE/4 TX1314.001 Don H. Peterson and wife, Mary L. Peterson Chalfant Properties, Inc. 3/6/2013 400.00 Vol 712, Pge 277 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 22: NE/4 and E/2SE/4 Section 28: SW/4 TX1314.002 Larry Turner and wife, Judy Turner Chalfant Properties, Inc. 3/6/2013 400.00 Vol 712, Pge 271 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 22: E/2 less W/2SE/4 Section 28: SW¼, from surface to 12,000' TX1314.003 Lamesa National Bank Chalfant Properties, Inc. 3/6/2013 54.00 Vol 713, Pge 707 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 22: E/54 acres of W/2SE/4 TX1314.004 Judith Everts, SSP; Quinton Airhart, SSP; Gayland Airhart, SSP; Donald Airhart, SSP; Glenda Shortes, SSP; and James Airhart Jr., SSP Chalfant Properties, Inc. 3/6/2013 924.00 Vol 713, Pge 714 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 22: E/2SW/4 and the W/20 acres of the W/2SE/4 Section 22: E/54 acres of W/2SE/4 Page 54 of 57 Exhibit A-3

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1315.001 Clifford Lynn Martin Jr. Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 362 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.002 Cheryl D. Krieger Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 383 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.003 Donald Lynn Bumpass Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 368 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.004 Janelle Martin Jones Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 365 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.005 Jessie M. Rodgers Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 371 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.006 Joe Mac Gaskins, Trustee, LMG Family Trust Chalfant Properties, Inc. 3/11/2013 160.00 Vol 714, Pge 119 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.007 Kenneth Darrel Franks Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 389 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.008 Lavona J. Watts Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 392 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.009 Nelda Franks Henderson Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 386 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.010 Thomas Glenn Martin Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 380 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.011 Vernell Martin Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 374 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.012 Vicki Martin Furlong Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 398 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 Page 55 of 57 Exhibit A-3

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1315.013 Willard Thomas Martin Jr. Chalfant Properties, Inc. 3/11/2013 160.00 Vol 705, Pge 377 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: NW/4 TX1315.014 John S. Walton, Jr., SSP Chalfant Properties, Inc. 8/6/2013 160.00 Vol 715, Pge 245 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: SE/4 TX1315.015 Samuel A. Hale, Sr., SSP Chalfant Properties, Inc. 8/6/2013 160.00 Vol 715, Pge 242 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: SE/4 TX1315.016 G. Pearl Flache Chalfant Properties, Inc. 7/11/2013 157.13 Vol 715, Pge 269 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: All the NE/4, SAE a part of the NE/4, described as Block #6, Lot #4 in Sparenberg, TX and SAE a part of the NE/4, described as the E/2 of Block #10 in Sparenberg, TX containing 157.13039500 acres more or less TX1316.001 Carole Sutherland, SSP Chalfant Properties, Inc. 7/12/2013 160.00 Vol 714, Pge 349 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 28: E/2NW/4 Section 28: W/2NE/4 TX1316.002 Carolyn Wilson, SSP Chalfant Properties, Inc. 7/12/2013 160.00 Vol 714, Pge 346 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 28: E/2NW/4 Section 28: W/2NE/4 TX1316.003 Ernest Lee Stafford, SSP Chalfant Properties, Inc. 8/2/2013 160.00 Vol 715, Pge 559 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 28: E/2NE/4 Section 28: E/2NW/4 TX1316.004 James Robert Stafford and wife, Kelly Stafford Chalfant Properties, Inc. 8/5/2013 160.00 Vol 715, Pge 556 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 28: E/2NE/4 Section 28: E/2NW/4 TX1316.005 Leslie Stafford Baumann, SSP Chalfant Properties, Inc. 8/5/2013 160.00 Vol 717, Pge 231 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 28: E/2NE/4 Section 28: E/2NW/4 TX1316.006 Marye Anne Hale, SSP Chalfant Properties, Inc. 7/12/2013 160.00 Vol 713, Pge 430 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 28: E/2NW/4 Section 28: W/2NE/4 Page 56 of 57 Exhibit A-3

Verde Propsect Type Recording Lessee Date Lessor RSP No County Gr Acres TX1318.001 Kay Krezer, a widow Chalfant Properties, Inc. 8/22/2013 180.00 Vol 718, Pge 303 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 40: N/180 acs. of E/2 TX1320.001 Charlie D. King Chalfant Properties, Inc. 9/6/2013 145.00 Vol 719, Pge 159 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 05: NW/4, save and except 15 acres in the NE/4 corner described by metes and bounds in that certain Deed from L.R. Earnest and wife LaVerne Earnest, to Olon Earnest dated 2/26/1959 in Vol: 169, Page: 125 of the Deed Records of Dawson County, TX TX1320.002 Mary O. Rosson, Individually and as Administratrix of the Estate of Fred E. Rosson, Dec'd Chalfant Properties, Inc. 9/10/2013 145.00 Vol 719, Pge 204 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 05: NW/4, save and except 15 acres in the NE/4 corner described by metes and bounds in that certain Deed from L.R. Earnest and wife LaVerne Earnest, to Olon Earnest dated 2/26/1959 in Vol: 169, Page: 125 of the Deed Records of Dawson County, TX TX1321.001 Vernell E. Thompson, SSP Chalfant Properties, Inc. 9/10/2013 15.00 Vol 719, Pge 198 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 05: All of the NE/4 corner of the NW/4, described by metes and bounds in that certain Deed from L.R. Earnest and wife LaVerne Earnest, to Olon Earnest dated 2/26/1959 in Vol: 169, Page 125 of the Deed Records of Dawson County, TX TX1321.002 Neva Jean Lott, SSP Chalfant Properties, Inc. 9/10/2013 15.00 Vol 719, Pge 207 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 05: All of the NE/4 corner of the NW/4, described by metes and bounds in that certain Deed from L.R. Earnest and wife LaVerne Earnest, to Olon Earnest dated 2/26/1959 in Vol: 169, Page 125 of the Deed Records of Dawson County, TX TX1322.000 The Mary Stafford Trust Dated June 8, 2011 Chalfant Properties, Inc. 8/10/2013 160.00 Vol 719, Pge 153 OGL Dawson T&P Survey, Blk 35, T4N, Dawson County, Texas Section 27: SW¼ Page 57 of 57 Exhibit A-3

Exhibit A-3 - Wallace LP Wells Attached to that certain MASTER CONTRIBUTION AGREEMENT dated January 6, 2014 by and among RSP PERMIAN, INC., WALLACE FAMILY PARTNERSHIP, LP & TED COLLINS, JR., et al Well Name API Status Pecan Acres 23-12 329-37806 Completing Pecan Acres 23-03 329-37805 Producing Pecan Acres 23-06 329-37804 Producing Pecan Acres 23-11 329-38322 Producing Pecan Acres 23A-01 329-37761 Producing Pecan Acres 23A-02 329-37760 Producing Pecan Acres 23A-03 329-37770 Producing ST S No 0501H 329-38749 Completing ST S No 0504H 329-38881 Completing ST S No 0501 329-36688 Producing ST S No 0504 329-37276 Producing ST S No 0505 329-37458 Producing ST S No 0506 329-37032 Producing ST S No 0511 329-37459 Producing ST S No 0512 329-37432 Producing ST S No 0513 329-38075 Producing ST S No 0804 329-37741 Producing ST W No 0702H 329-38806 Completing ST W No 0705H 329-38957 Completing ST W No 4315 329-38384 Completing ST W No 4305H 329-38790 Drilling ST W No 0601 329-38385 Producing ST W No 0603 329-37035 Producing ST W No 0607 329-37384 Producing ST W No 0608 329-38073 Producing ST W No 0609 329-37385 Producing ST W No 0612 329-37774 Producing ST W No 0616 329-37386 Producing ST W No 0701H 329-38504 Producing ST W No 0702 329-36795 Producing ST W No 0703 329-37442 Producing ST W No 0704 329-37443 Producing ST W No 0705 329-37444 Producing ST W No 0706H 329-38736 Producing ST W No 0708 329-38286 Producing ST W No 0709 329-38285 Producing ST W No 0713 329-37260 Producing ST W No 4301 329-36352 Producing ST W No 4301H 329-38500 Producing ST W No 4302H 329-38554 Producing ST W No 4304 329-37762 Producing ST W No 4311 329-36353 Producing ST W No 4314 329-37054 Producing Llano (Pecan Acres) Prospect Operated by: Callon Petroleum Company Well Count: 7 Spanish Trail, West (South) Prospect Operated by: Diamondback Energy, Inc. Well Count: 10 Spanish Trail, West (West) Prospect Operated by: Diamondback Energy, Inc. Well Count: 26 1 Exhibit A-3

Johnson Ranch No 0901 317-35167 Producing Johnson Ranch No 0902 317-36010 Producing 6 Exhibit A-3

Exhibit A-4

CW Holdings Assets

Oil and Gas Interests

[See attached]

Wells

[See attached]

Exhibit A-4 Oil and Gas Interests Attached to that certain MASTER CONTRIBUTION AGREEMENT dated January 6, 2014 by and among RSP PERMIAN, INC., WALLACE FAMILY PARTNERSHIP, LP & TED COLLINS, JR., et al RSPNo Lessor Lessee Date GrAcres Description Type Recording County TX1070.000 Spanish Trail Land & Cattle Company, L.P., & IBEX Mineral Resources, L L.C. E.G.L. Exploration, L.P., & E.G.L. Resources, Inc. 1/23/2008 4090.18 T&P Survey, BIk 40, T1S MM Vol 3057, Pge 451 Midland Section 38: All, save and except the NW1/4 Section 46: All Section 47: All, save and except 2.342 acres more particularly described by metes and bounds in Warranty Deed from Scharbauer Brothers & Co. to Texas Electric Service Company dated February 13, 1984, recorded in Volume 812, Page 213. Section 48: S1/2 T&P Survey, BIk 40, T2S Section 01: North 232 Acres Section 02: N1/2 Section 03: All Section 04: All, save and except 106.88 acres conveyed to the City of Midland by Warranty Deeds recorded in Volume 55, page 616, and Volume 63, page 475. Section 09: The portion lying North of the Railroad ROW, containing 365.62 acres, more or less, save and except that certain 208.23 acres of land conveyed to the City of Midland by virtue of those certain Warranty Deeds recorded in Volume 50, Page 34 and Section 10: W/20 acres of NW1/4 lying North of 1-20, sometimes erroneously referred to as E/20 acres of NW1/4 lying North of 1-20 TX1134.001 Eugenie M. McGuire Summit West Resources. LP 7/1/2008 332.20 T&P Survey, Blk 40, T2S OGL DocNo: 2009-19015 Midland Section 02: S1/2 TX1134.002 Bruce L. Jones, Jr. Summit West Resources. LP 7/1/2008 332.20 T&P Survey, BIk 40, T2S OGL DocNo: 2009-19039 Midland Section 02: S1/2 TX1134.003 Marilinda P. Walters Summit West Resources. LP 7/1/2008 332.20 T&P Survey, Blk 40, T2S OGL DocNo: 2009-19043 Midland Section 02: S1/2 TX1134.004 Kayren May Stegemoller Summit West Resources. LP 7/1/2008 332.20 T&P Survey, Blk 40 T2S OGL DocNo: 2009-19044 Midland Section 02: S1/2 TX1134.005 Andrea Jeanne Robinson Summit West Resources. LP 7/1/2008 332.20 T&P Survey, BIk 40 T2S OGL DocNo: 2009-19045 Midland Section 02: S1/2 TX1134.006 James Flood Summit West Resources. LP 7/1/2008 332.20 T&P Survey, BIk 40 T2S OGL DocNo: 2009-19042 Midland Section 02: S1/2 TX1134.007 Patrick D. Dingman Summit West Resources. LP 9/1/2008 332.20 T&P Survey, Blk 40 T2S OGL DocNo: 2009-19037 Midland Section 02: S1/2 TX1134.008 Floyd Flood & Marian A. Flood, husband and wife Summit West Resources, LP 9/1/2008 332.20 T&P Survey Blk 40. T2S OGL DocNo: 2009-19040 Midland Section 02: S1/2 TX1134.009 Sandra Lee Anderson Summit West Resources. LP 6/1/2008 332.20 T&P Survey Blk 40, T2S OGL DocNo: 2009-19041 Midland Section 02: S1/2 TX1134.010 Thomas B. Roberts Summit West Resources, LP 9/1/2008 332.20 T&P Survey, Blk 40, T2S OGL DocNo: 2009-19050 Midland Section 02: S1/2 TX1134.011 H Edward Roberts Jr Summit West Resources. LP 9/1/2008 332.20 T&P Survey, Blk 40, T2S OGL DocNo: 2009-19048 Midland Section 02: S1/2 TX1134.012 Holly May Bullard Summit West Resources. LP 9/1/2008 332.20 T&P Survey, Blk 40, T2S OGL DocNo: 2009-19047 Midland Section 02: S1/2 TX1134.013 Michael Dingman Summit West Resources. LP 9/1/2008 332.20 T&P Survey, Blk 40, T2S OGL DocNo: 2009-19038 Midland Section 02: S1/2

TX1134.014 Billie Roberts Jones Summit West Resources. LP 9/1/2008 332.20 T&P Survey, Blk 40, T2S OGL DocNo: 2009-19049 Midland Section 02: S1/2 TX1134.015 Mary Lou Alcorn Summit West Resources. LP 9/1/2008 332.20 T&P Survey, Blk 40, T2S OGL DocNo: 2009-19046 Midland Section 02: S1/2 TX1134.016 Theodore Edward Dingman Summit West Resources. LP 9/1/2008 332.20 T&P Survey, Blk 40, T2S OGL DocNo: 2009-19036 Midland Section 02: S1/2 TX1134.017 Sharron Flood Summit West Resources. LP 3/1/2009 332.20 T&P Survey, Blk 40, T2S OGL DocNo: 2009-19034 Midland Section 02: S1/2 TX1134.016 Michael Gerard Flood Summit West Resources. LP 9/1/2008 332.20 T&P Survey, Blk 40, T2S OGL DocNo: 2009-19035 Midland Section 02: S1/2 TX1134.019 Carol A. Schiffgens Delano Summit West Resources. LP 9/1/2008 415.25 T&P Survey, Blk 40, T2S OGL DocNo: 2009-19016 Midland Section 02: S1/2 TX1134.020 Stephen H. Parker & Timothy H. Parker McDonnold Petroleum, LLC 9/23/2008 322.20 T&P Survey, Blk 40, T2S AMD OGL DocNo: 2012-15000 Vol 3104, Pge 558 Midland Section 02: S1/2 TX1134.021 Thomas W. Perry E.G.L. Resources, Inc 8/15/2010 322.20 T&P Survey, Blk 40, T2S OGL Vol 2010, Pge 16989 Midland Section 02L S1/2 TX1135.001 HCMC Inc., Peggy McCulloch, Individually & as Co-Trustee of the McCulloch Family Trust under the Will of H.C. McCulloch, Deceased, & Michael J. McCulloch, Individually & as Co-Trustee of the McCulloch Family Trust under the Will of H.C. McCulloch, Decease Summit West Resources, LP 7/25/2008 309.58 T&P Survey, Blk 40, T2S Ext MM DocNo: 2011-14322 DocNo: 2009-19028 Midland Section 10: That portion of the below 309.58 acre tract of land that is situated within the 80 acres out of the NE part of the South 450.2 acres of Section 10. 309.58 acres, more or less, being all that certain 402.9 acres out of 419.2 acres of Section 10, Block 40, T-2-S, T&P Ry. Co. Survey, Midland County Texas as described by Metes & Bounds in deed V554 P89, Save and Except the following tracts in which the minerals were not reserved by grantor: a 6.3- acre tract previously conveyed to the State in deed V400 P123, 16-acre tract conveyed in V579 P28, a 1.71 acre tract conveyed in V581 P629, a 2.5 acre tract conveyed in V585 P837, a 2.5 acre tract conveyed in V585 P839, a 3 acre tract conveyed in V587 P329, a .65 acre tract conveyed in V587 P644, a 2.28 acre tract conveyed in V587 P646, a 20 acre tract conveyed in V593 P4, a .65 acre tract conveyed in V629 P772, a .325 acre tract conveyed in V625 P127, a 5 acre tract conveyed in V647 P197, a .328 acre tract conveyed in V657 P453, a 3.53 acre tract conveyed in V657 P550, a 10 acre tract conveyed in V670 P684, a 1.25 acre tract conveyed in V684 P656, a .328 acre tract conveyed in V686 P644, a 6 72 acre tract conveyed in V687 P 146, a .325 acre tract conveyed in V698 P488, a 5 acre tract conveyed in V745 P226, a .984 acre tract in V750 P769, a 2.5 acre tract conveyed in V799 P51, a 1 acre tract conveyed in V999 P365, a 6.74 acre tract conveyed in V 1003 P443. TX1135.002 Mary Stubbe Summit West Resources, LP 2/17/2009 450.20 T&P Survey, Blk 40, T2S OGL DocNo: 2009-19024 Midland Section 10: South 450.2 acres. more or less TX1135.003 ward A. Mitchell Summit West Resources, LP 11/24/2008 450.20 T&P Survey, Blk 40, T2S Ext MM DocNo: 2011-23326 DocNo: 2009-19023 Midland Section 10: South 450.2 acres, more or less

TX1135.004 Marlyn M. Snyder Summit West Resources, LP 11/7/2008 450.20 T&P Survey, BIk 40, T2S Ext OGL DocNo: 2011-23322 DocNo: 2009-19018 Midland Section 10: South 450.2 acres, more or less TX1135.005 Lori Bridges and Bruce Bridges Summit West Resources, LP 11/24/2008 450.20 T&P Survey, BIk 40, T2S Ext OGL DocNo: 2011-23325 DocNo: 2009-19022 Midland Section 10: South 450.2 acres, more or less TX1135.006 Lisa A. Mooney and Clayton E. Mooney Summit West Resources, LP 11/24/2008 450.20 T&P Survey, Blk 40, T2S Ext OGL DocNo: 2011-23323 DocNo: 2009-19021 Midland Section 10: South 450.2 acres, more or less TX1135.007 Melinda Marianne McGinnis and Bill Gene McGinnis Summit West Resources, LP 11/24/2008 450.20 T&P Survey, Blk 40, T2S Ext OGL DocNo: 2011-23327 DocNo: 2009-19019 Midland Section 10: South 450.2 acres, more or less TX1135.008 Larry P. Averitt Summit West Resources, LP 2/17/2009 450.20 T&P Survey, Blk 40, T2S OGL DocNo: 2009- 19026 Midland Section 10: South 450.2 acres. more or less TX1135.009 Deborah K. Massey Averitt Summit West Resources. LP 2/17/2009 450.20 T&P Survey, Blk 40, T2S OGL DocNo: 2009-19027 Midland Section 10: South 450.2 acres. more or less TX1135.010 Catherine L. Graves Massey Summit West Resources. LP 2/17/2009 450.20 T&P Survey, Blk 40, T2S OGL DocNo: 2009-19025 Midland Section 10: South 450.2 acres. more or less TX1135.011 Virginia Artz and Grover Artz Summit West Resources, LP 11/17/2008 450.20 T&P Survey, BIk 40, T2S Ext OGL DocNo: 2011- 23324 DocNo: 2009-19020 Midland Section 10: South 450.2 acres, more or less TX1135.012 Arthur Christensen Summit West Resources. LP 10/28/2009 309.58 T&P Survey, Blk 40, T2S OGL DocNo: 2009-23142 Midland Section 10: South 450.2 acres, more or less TX1135.013 Phyllis Jean Christensen Summit West Resources. LP 10/28/2009 309.58 T&P Survey, Blk 40, T2S OGL DocNo: 2009-23141 Midland Section 10: South 450.2 acres. more or less TX1135.014 Debra Jean Maes Summit West Resources. LP 10/28/2009 309.58 T&P Survey, Blk 40, T2S OGL DocNo: 2009-23140 Midland Section 10: South 450.2 acres. more or less TX1135.015 Tammy Martinez Summit West Resources. LP 10/28/2009 309.58 T&P Survey, Blk 40, T2S OGL DocNo: 2009-23139 Midland Section 10: South 450.2 acres, more or less TX1135.016 Herbert Wendell Stubbe and wife Beverly Stubbe Summit West Resources, LP 6/12/2009 450.20 T&P Survey, Blk 40, T2S OGL DocNo: 2009-19029 Midland Section 10: South 450.2 acres, more or less TX1135.017 Kathleen Schubert Summit West Resources. LP 8/29/2009 450.20 T&P Survey, Blk 40, T2S OGL DocNo: 2009-19030 Midland Section 10: South 450.2 acres. more or less TX1135.018 Christy Lynn Graham Summit West Resources. LP 8/29/2009 309.58 T&P Survey, Blk 40, T2S OGL DocNo: 2009-19031 Midland Section 10: South 450.2 acres, more or less TX1135.018 Becky Shaw Summit West Resources, LP 8/29/2009 450.20 T&P Survey, Blk 40, T2S OGL DocNo: 2009-19032 Midland Section 10: South 450.2 acres. more or less TX1135.020 Shawna Stogdill Summit West Resources. LP 6/22/2009 309.58 T&P Survey, Blk 40, T2S OGL DocNo: 2009-19033 Midland Section 10: South 450.2 acres. more or less TX1135.021 Elizabeth Stubbe West Summit West Resources 8/5/2010 450.20 T&P Survey, BIk 40, T2S OGL DocNo: 2010-20827 Midland Section 10: South 450.2 acres. more or less TX1135.022 Georgia R. Stubbe Moses Summit West Resources 8/5/2010 450.20 T&P Survey, Blk 40, T2S OGL DocNo: 2010-20828 Midland Section 10: South 450.2 acres, more or less

TX1135.023 Timothy G. Snelson E.G.L. Resources, Inc. 7/25/2011 3.65 T&P Survey, Blk 40, T2S OGL DocNo: 2011- Midland Section 10: Tract No 4: A 10-acre tract of land in Section 10 and being more particularly described by metes and bounds as follows, to-wit: Beginning at a 15457 1/2" iron set in the South boundary of County Road 116-W, in Section 10, for the NW corner of a 10-acre tract of land and the NE corner of this tract; from point 1" galvanized iron pipe at the SW corner of Section 10 bears South 58° 51' West, 3,624.33 feet, and South 15° 7' East, 911 57 feet; THENCE South 15° 7' East, with the West boundary of 10-acre tract, 841 7 feet to a 1/2" iron rod at the SW corner of said tract for the SE corner of this tract; THENCE South 58° 51' West, 538.47 feet to a 1/2" iron rod for the SW corner of this tract; THENCE North 15° 7' West, 841.7 feet to a 1/2" iron rod set in the South boundary of County Road 116-W, for the NW corner of this tract; Thence North 58° 51' East, with the South boundary of said road 538.47 feet to the place of the beginning. Tract No. 5: A 6 347-acre tract of land in Section 10 and being more particularly described by metes and bounds as follows, to-wit: Beginning at a 1/2" iron set in the South boundary of County Road 116-W, in Section 10 for the NW corner of a 10-acre tract of land and the NE corner of this tract; from point 1" galvanized iron pipe at the SW corner of Section 10 bears South 58° 51' West, 3,624 33 feet, and South 15° 7' East, 911.57 feet; THENCE South 15° 7' East, with the West boundary of 10-acre tract, 841.7 feet to a 1/2" iron rod at the SW corner of said tract for the SE corner of this tract; THENCE South 58° 51' West, 328.47 feet to a 1/2" iron rod for the SW corner of this tract; THENCE North 15° 7' West, 841.7 feet to a 1/2" iron rod set in the South boundary of County Road 116-W, for the NW corner of this tract; Thence North 58° 51' East, with the South boundary of said road 538.47 feet to the place of the beginning. TX1135.024 Joann Patterson, dealing in her sole and separate property E.G.L. Resources, Inc. 2/22/2011 16.00 T&P Survey, Blk 40, T2S OGL DocNo: 2012-5951 Midland Section 10: A 16-acre tract being more particularly described by metes and bounds as follows, to-wit: Beginning at a'/Z' iron rod set in the North boundary line of CR 116W, for the SW corner of this tract, from which point a 1" galvanized iron pipe at the SW Corner of Section 10, bears South 58° 51' West, 4,162.80 ft., and South 15° 7' East. 974 ft.; THENCE North 58° 51' East, with the North boundary line of CR 116W, 861 6 feet to a 'A" iron rod set for the SE corner of this tract; THENCE North 15° 7' West, 841.7 feet to a 1/2" iron rod set for the NE corner of this tract; THENCE South 58° 51' West, 861.6 ft. to a 1/2" iron rod set for the NW corner of this tract; Thence South 15° 7' East, 841.7 feet to the POB save and except that portion that is situated within the 80 acres out of the NE part of the South 450 2 acres of Section 10. TX1135.025 Dan E. Stogill, dealing in his sole and separate property E.G.L.Resources, Inc. 11/3/2011 450.20 T&P Survey, Blk 40, T2S OGL DocNo: 2012-14796 Midland Section 10: South 450.2 acres, more or less

TX1135.026 HCMC Inc. E.G.L. Resources, Inc. 5/24/2013 314.38 T&P Survey, Blk 40, T2S OGL DocNo: 2013-14771 Midland Section 10: Containing 314.38 acres, more or less, being all that certain 402.9 acres out of 419.2 acres of Section 10, as described by Metes & Bounds in deed V554 P89, Save and Except the following tracts in which the minerals were not reserved by Grantor: a 6.3-acre tract previously conveyed to the State in deed V400 P123, 16-acre tract conveyed in V579 P28, a 1.95 acre tract conveyed in V581 P629, a 2.5 acre tract conveyed in V585, P837, a 2.5 acre tract conveyed in V585 P839, a 3 acre tract conveyed in V587 P379, a .65 acre tract conveyed in V587 P644, a 2.28 acre tract conveyed in V587 P646, a 20 acre tract conveyed in V593 P4, a .65 acre tract conveyed in V629 P772, a .325 acre tract conveyed in V625 P127, a 5 acre tract conveyed in V647 P197, a .328 acre tract conveyed in V657 P453, a 10 acre tract conveyed in V670 P 684, a 1.25 acre tract conveyed in V684 P656, a .328 acre tract conveyed in V686 P644, a 6.72 acre tract conveyed in V687 P146, a .325 acre tract conveyed in V698 P488, a 984 acre tract in V750 P769, a 2.5 acre tract conveyed in V799 P51, a 1 acre tract conveyed in V999 P365, a 5.23 acre tract conveyed in V1523 P683; And Save and Except the 80 acre Proration Unit designated for the STO #1009 well as shown on the plat attached as Exhibit "A" to the Oil and Gas Lease. TX1135.027 Michael Dean Waldrop and Rebecca A. Waldrop, husband and wife RSP Permian, L.L.C. 9/24/2013 2.50 T&P Survey, Blk 40, T2S OGL DocNo: 2013-27279 Midland Section 10: 2.5 acres of land, more or less, in theS1/2 of Section 10 and being all of that certain land described in that certain Warranty Deed dated October 14, 1983, by and between Garland W. Jordan, Grantor and Todd, Barron, Bridges & McKeel, P.C., Grantee, with said Warranty Deed being recorded in Vol. 799 at Page 51 of the Public Deed Records of Midland County. Texas. TX1136.001 The Corkery Trust, by Robin Corkery, Sole Trustee & Executor Summit West Resources, LP 6/1/2008 640.00 T&P Survey, Blk 40, T2S AMD OGL DocNo: 2010-21288 DocNo: 2009-19017 Midland Section 11: All TX1136.002 W. B Robbins III et ux Summit West Resources. LP 12/9/2010 640.00 T&P Survey. Blk 40, T2S OGL Vol 2010, Pge 24702 Midland Section 11: All TX1136.003 Richard L. Luttrell Summit West Resources. LP 12/9/2010 640.00 T&P Survey, Blk 40, T2S OGL Vol 2010, Pge 24701 Midland Section 11: All TX1136.004 Otto William Schumm Separate Revocable Trust Agreement date 8/4/2005 McDonnold Petroleum, LLC 10/16/2008 640.00 T&P Survey, Blk 40, T25 OGL Vol 3111. Pge 424 Midland Section 11: All TX1136.005 Bonnie Mae Wiese McDonnold Petroleum, LLC 8/15/2008 640.00 T&P Survey, Blk 40, T2S OGL Vol 3108, Pge 738 Midland Section 11: All TX1136.006 Donna K. Current McDonnold Petroleum, LLC 8/15/2008 640.00 T&P Survey, Blk 40, T2S OGL Vol 3108, Pge 747 Midland Section 11: All TX1136.007 Elizabeth A. Lewis McDonnold Petroleum, LLC 10/23/2008 640.00 T&P Survey, Blk 40, T2S OGL Vol 3119, Pge 204 Midland Section 11: All

TX1136.008 Helen I. Glisson McDonnold Petroleum, LLC 8/15/2008 640.00 T&P Survey, Blk 40, T2S OGL Vol 3108, Pge 735 Midland Section 11: All TX1136.009 Jean M. Werning McDonnold Petroleum, LLC 8/15/2008 640.00 T&P Survey Blk 40, T2S OGL Vol 3108, Pge 741 Midland Section 11: All TX1136.010 Marjorie A. Mason McDonnold Petroleum, LLC 11/3/2010 640.00 T&P Survey, Blk 40, T2S OGL DocNo: 2010-22309 Midland Section 11: All TX1136.011 Michael C. Current McDonnold Petroleum, LLC 1/23/2009 640.00 T&P Survey, Blk 40, T2S OGL Vol 3146, Pge 813 Midland Section 11: All TX1136.012 Rosena D. Nielsen McDonnold Petroleum, LLC 9/5/2008 640.00 T&P Survey, Blk 40, T2S OGL Vol 3115, Pge 611 Midland Section 11: All TX1136.013 Thomas P. Langdon and Colleen Crowe McDonnold Petroleum, LLC 8/15/2008 640.00 T&P Survey, Blk 40, T2S OGL Vol 3108, Pge 732 Midland Section 11: All TX1136.014 Wayne E. Williams McDonnold Petroleum, LLC 8/15/2008 640.00 T&P Survey, Blk 40, T2S OGL Vol 3108, Pge 729 Midland Section 11: All TX1136.015 William P. Costello McDonnold Petroleum, LLC 8/15/2008 640.00 T&P Survey. Blk 40, T2S OGL Vol 3108, Pge 744 Midland Section 11: All TX1136.016 Herman R. Schowe, Jr. E.G.L. Resources, Inc. 5/15/2011 640.00 T&P Survey, Blk 40, T2S OGL DocNo: 2011-17830 Midland Section 11: All

Exhibit A-4 Wells Attached to that certain MASTER CONTRIBUTION AGREEMENT dated January 6, 2014 by and among RSP PERMIAN, INC., WALLACE FAMILY PARTNERSHIP, LP & TED COLLINS, JR., et al Well Name API Well Name API Well Name API Spanish Trail 0101 329-36356 Spanish Trail 4603 329-36523 STO SEC 02 0207 329-36820 Spanish Trail 0105 329-36293 Spanish Trail 4604 329-36119 STO SEC 02 0211 329-37238 Spanish Trail 0110 329-36383 Spanish Trail 4605 329-36524 STO SEC 02 0212 329-38494 Spanish Trail 0201 329-36853 Spanish Trail 4606 329-36525 STO SEC 02 0216 329-37179 Spanish Trail 0202 329-36854 Spanish Trail 4607 329-37666 STO SEC 10 1009 329-37745 Spanish Trail 0205 329-37028 Spanish Trail 4608 329-37363 STO SEC 11 1101 329-38058 Spanish Trail 0206 329-36122 Spanish Trail 4615 329-37030 STO SEC 11 1102 329-38103 Spanish Trail 0209 329-37359 Spanish Trail 4701 329-37354 STO SEC 11 1105 329-38499 Spanish Trail 0302 329-37664 Spanish Trail 4702 329-35884 STO SEC 11 1107 329-37797 Spanish Trail 0303 329-36856 Spanish Trail 4703 329-37681 STO SEC 11 1109 329-38054 Spanish Trail 0304 329-36660 Spanish Trail 4704 329-37960 STO SEC 11 1112 329-36822 Spanish Trail 0305 329-37360 Spanish Trail 4705 329-36526 STO SEC 11 1114 329-38599 Spanish Trail 0306 329-37361 Spanish Trail 4706 329-37671 STO SEC 11 1115 329-38022 Spanish Trail 0307 329-36120 Spanish Trail 4707 329-37355 STO SEC 11 1116 329-38055 Spanish Trail 0308 329-37040 Spanish Trail 4708 329-37031 Spanish Trail 0405 329-36527 Spanish Trail 4709 329-37356 Spanish Trail 0408 329-36296 Spanish Trail 4710 329-37961 Spanish Trail 0413 329-36384 Spanish Trail 4711 329-37962 Spanish Trail 3801 329-35885 Spanish Trail 4712 329-37970 Spanish Trail 3803 329-36386 Spanish Trail 4713 329-38328 Spanish Trail 3804 329-37748 Spanish Trail 4714 329-37971 Spanish Trail 3805 329-36298 Spanish Trail 4715 329-37972 Spanish Trail 3807 329-36528 Spanish Trail 4716 329-37973 Spanish Trail 3808 329-36821 Spanish Trail 4801 329-38986 Spanish Trail 3809 329-37352 Spanish Trail 4803 329-36084 Spanish Trail 3811 329-37957 Spanish Trail 4804 329-36297 Spanish Trail 3812 329-37353 Spanish Trail 4807 329-36423 Spanish Trail 3813 329-37958 Spanish Trail 4808 329-36085 Spanish Trail 3815 329-37029 Spanish Trail 4815 329-37357 Spanish Trail 4602 329-36385 Spanish Trail 4816 329-37358

Exhibit A-5

Pecos Assets

Oil and Gas Interests

[See attached]

Wells

[See attached]

Exhibit A-5 Oil and Gas Interests Attached to that certain MASTER CONTRIBUTION AGREEMENT dated January 6, 2014 by and among RSP PERMIAN, INC., WALLACE FAMILY PARTNERSHIP, LP TED COLLINS, JR., et al Lessor Lessee Date Description Recorded Extension Edward Howard Black Shaw Interests, Inc. 8/6/2008 Section 23: All, Blk 40, T1S, T&P Ry Survey, MidlandCounty, TX 2008-20284 2011-17387 Edward Howard Black, Independent Executor of the Estate of Dorothy Black Shaw Interests, Inc. 8/6/2008 Section 23: All, Blk 40, T1S, T&P Ry Survey, MidlandCounty, TX 2008-20285 2011-17387 Max W. Coll, II Shaw Interests, Inc. 8/6/2008 Section 23: All, Blk 40, T1S, T&P Ry Survey, Midland County, TX 2008-21669 2010-24120 Jon F. Coll, II Shaw Interests, Inc. 8/6/2008 Section 23: All, Blk 40, T1S, T&P Ry Survey, Midland County, TX 2008-21670 2010-24121 Jon F. Coll Shaw Interests, Inc. 8/6/2008 Section 23: All, Blk 40, T1S, T&P Ry Survey, Midland County, TX 2008-21671 2010-24117 Charles H. Coll Shaw Interests, Inc. 8/6/2008 Section 23: All, Blk 40, T1S, T&P Ry Survey, Midland County, TX 2008-21672 2010-24116 Clarke C. Coll Shaw Interests, Inc. 8/6/2008 Section 23: All, Blk 40, T1S, T&P Ry Survey, Midland County, TX 2008-21673 2010-24118 Eric J. Coll Shaw Interests, Inc. 8/6/2008 Section 23: All, Blk 40, T1S, T&P Ry Survey, Midland County, TX 2008-21674 2010-24119 Max W. Coll, III Shaw Interests, Inc. 8/6/2008 Section 23: All, Blk 40, T1S, T&P Ry Survey, Midland County, TX 2008-24889 2010-24122 Pozo Rico Partners Ltd. Shaw Interests, Inc. 1/28/2009 Section 23: All, Blk 40, T1S, T&P Ry Survey, Midland County, TX 2009-4332 2012-3425 Sally Rodgers Shaw Interests, Inc. 6/24/2011 Section 23: All, Blk 40, T1S, T&P Ry Survey, Midland County, TX 2011-15093 Melanie Coll DeTemple Shaw Interests, Inc. 6/24/2011 Section 23: All, Blk 40, T1S, T&P Ry Survey, Midland County, TX 2011-15094

Exhibit A-5 Wells Attached to that certain MASTER CONTRIBUTION AGREEMENT dated January 6, 2014 by and among RSP PERMIAN, INC., WALLACE FAMILY PARTNERSHIP, LP & TED COLLINS, JR., et al Well Name API Pecan Acres 23-03 329-37805 Pecan Acres 23-06 329-37804 Pecan Acres 23-11 329-38322 Pecan Acres 23-12 329-37806 Pecan Acres 23A-01 329-37761 Pecan Acres 23A-02 329-37760 Pecan Acres 23A-03 329-37770

Exhibit B-1

Assignment of Equity Interests

[See attached]

ASSIGNMENT OF EQUITY INTERESTS
(EQUITY INTERESTS OF RSP PERMIAN, L.L.C.)

This Assignment of Equity Interests (this “Assignment”), is made by RSP Permian Holdco, L.L.C., a Delaware limited liability company (“Assignor”), to RSP Permian, Inc., a Delaware corporation (“Assignee”), and is effective as of 6:59 a.m. (Central Time) on [ ], 2014 (the “Effective Time”). This Assignment is joined by RSP Permian, L.L.C., a Delaware limited liability company (“RSP”), solely for purposes of Section 8.

RECITALS

WHEREAS, Assignor is the holder of all of the equity interests (the “Assigned Interests”) of RSP;

WHEREAS, in accordance with the terms of the Contribution Agreement, Assignor desires to assign to Assignee, and Assignee desires to accept from Assignor, the Assigned Interests;

NOW, THEREFORE, for and in consideration of Ten Dollars ($10.00), the promises contained herein and in the Contribution Agreement, the benefits to be derived by each party hereunder and under the Contribution Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENTS

1. Assignment by Assignors. Assignor hereby contributes, assigns, transfers, sells, delivers and conveys to Assignee, its successors and assigns, all of Assignor’s rights, title and interest in and to the Assigned Interests.

2. Acceptance by the Assignee. Assignee hereby accepts the assignment of the Assigned Interests.

3. Contribution Agreement. This Assignment is expressly subject to the terms and conditions of the Contribution Agreement. If there is a conflict between the terms of this Assignment and the Contribution Agreement, the terms of the Contribution Agreement shall control.

4. Further Assurances. Assignor agrees to execute and deliver such further documents and instruments as may be necessary to affect such intent. To the extent the foregoing requires the execution and delivery of any such other documents or instruments, such documents and instruments shall be subject to the terms hereof and shall not alter or amend in any respect the terms hereof.

Exhibit B-1-1

5. Binding Effect. This Assignment and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns.

6. Governing Law. THIS ASSIGNMENT (INCLUDING ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS ASSIGNMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS ASSIGNMENT) AND THE LEGAL RELATIONS AMONG THE PARTIES SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION.

7. Counterparts. This Assignment may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute but one and the same agreement.

8. OpCo Indemnity Escrow Interests. Subject to the terms and conditions of the Contribution Agreement, RSP hereby distributes to Assignor the OpCo Indemnity Escrow Interests (as defined in the Contribution Agreement) and Assignor accepts and assumes such OpCo Indemnity Escrow Interests. RSP further agrees that it will designate Assignor as the party to receive (directly from the escrow agent) all distributions from the escrow account related to the OpCo Indemnity Escrow Interests.

[Signature page follows.]

Exhibit B-1-2

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of [ ], 2014, but effective for all purposes as of the Effective Time.

	ASSIGNOR:

	RSP PERMIAN HOLDCO, L.L.C


	By:
		Name:
		Title:


	ASSIGNEE:

	RSP PERMIAN, INC.


	By:
		Name:
		Title:

JOINED AND AGREED
SOLELY FOR THE PURPOSES OF SECTION 8

RSP PERMIAN, L.L.C.


By:
Name:
Title:

Assignment of Equity Interests

of RSP Permian, L.L.C.

Signature Page

Exhibit B-2

Form of Assignment Agreement

[See attached]

ASSIGNMENT OF OIL AND GAS ASSETS
([ ] ASSETS)

STATE OF TEXAS		§
		§
COUNTIES OF		§

This Assignment of Oil and Gas Assets (this “Assignment”), is made by [ ], a [ ], whose address is [ ] (“Assignor”) to RSP PERMIAN, L.L.C., a Delaware limited liability company (“Assignee”), whose address is 3141 Hood St, Dallas, TX 75219, and is effective as of 7:00 a.m. (Central Time) on [ ], 2014 (the “Effective Time”).

RECITALS

WHEREAS, Assignor, Assignee and certain other persons are parties to that certain Master Contribution Agreement, dated [ ] (as amended, restated or supplemented from time to time, the “Contribution Agreement”). Capitalized terms used but not otherwise defined herein shall have the meaning given to such term in the Contribution Agreement;

WHEREAS, in accordance with the terms of the Contribution Agreement, Assignor desires to assign to Assignee, and Assignee desires to accept from Assignor, the Conveyed Interests (as defined below);

AGREEMENTS

Upon the terms and conditions of the Contribution Agreement and this Assignment, including the reservation and retention of the Excluded Assets as provided herein, Assignor does hereby CONTRIBUTE, ASSIGN, TRANSFER, CONVEY, GRANT, BARGAIN, SET OVER AND DELIVER unto Assignee all of Assignor’s right, title and interest in or to the following assets and properties (collectively, the “Conveyed Interests”):

(a) all oil, gas and/or mineral leases, subleases, fee interests, fee mineral interests, mineral servitudes, royalties, overriding royalties, production payments, net profits interests, carried interests, reversionary interests and all other interests of any kind or character in or to oil, gas and/or minerals in place described on Exhibit A attached hereto (collectively, “Oil and Gas Interests”), and interests in any pooled acreage, communitized acreage or units arising on account of Oil and Gas Interests being pooled, communitized or unitized into such units (“Units”);

(b) all oil and gas wells and injection wells that have not been permanently abandoned located on Oil and Gas Interests or Units, including those listed on Exhibit B (collectively, “Wells”), and all Hydrocarbons produced therefrom or allocated thereto from and

Exhibit B-2-1

after the Effective Time (the Oil and Gas Interests, the Units and Wells being collectively referred to hereinafter as the “Properties”);

(c) all equipment, machinery, fixtures, and other real, personal and mixed property to the extent used or held for use in connection with the Properties;

(d) all surface fee interests, surface leases, easements, rights-of-way and other surface rights to the extent used or held for use in connection with the Properties and all permits (including, without limitation, water withdrawal and disposal permits), licenses, servitudes orders, approvals, variances, waivers, franchises, rights and other authorizations to the extent used or held for use in connection with the Properties;

(e) all contracts and agreements to the extent binding upon or otherwise used or held for use in connection with the Properties or any of the other items identified in this definition; and

(f) all files, records, maps, information, and data relating to the Properties or any of the other items identified in this definition.

TO HAVE AND TO HOLD the Conveyed Interests, together with all and singular the rights, privileges and appurtenances thereto or in any way belonging unto Assignee and its successors and assigns forever, subject to and in accordance with the terms of this Assignment and the Contribution Agreement.

Notwithstanding anything herein to the contrary, the Conveyed Interests shall not include and there is excepted, reserved and excluded from the contribution and assignment contemplated hereby and Assignor shall and does reserve and retain all of its right, title and interest in and to its Excluded Assets [(including, without limitation, the Oil and Gas Assets described on Schedule I)](1), and Assignee shall have no interest or rights in or to such Excluded Assets.

Assignor hereby binds itself, its successors and assigns, to warrant and forever defend all and singular title to the Conveyed Interests unto Assignee, its successors and assigns, against adverse title claims, liens, mortgages and encumbrances by every person whomsoever lawfully claiming or to claim the same arising by, through or under Assignor but not otherwise.

Assignee assumes and agrees to pay, perform and discharge, and hold Assignor harmless from and against, all obligations and liabilities with respect to the Conveyed Interests from and after the Effective Time.

To the extent transferable and permitted by law, Assignee shall also be fully substituted and subrogated to Assignor’s rights in and to warranties given with respect to the Conveyed Interests. Assignor hereby grants and transfers to Assignee, its successors and assigns, to the extent so transferable and permitted by law, the benefit of and the right to enforce the covenants and warranties, if any, which Assignor is entitled to enforce with respect to the Conveyed Interests.

(1) [NTD: Bracketed language and Schedule I to only be included in the Collins and Wallace LP Assignments.]

Exhibit B-2-2

This Assignment is expressly subject to the terms and conditions of the Contribution Agreement. If there is a conflict between the terms of this Assignment and the Contribution Agreement, the terms of the Contribution Agreement shall control.

This Assignment and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and assigns.

Assignor agrees to execute and deliver such further documents and instruments, including any separate assignments on any forms required by any governmental authority, as may be necessary to affect such intent. To the extent the foregoing requires the execution and delivery of any such other documents or instruments, such documents and instruments shall be subject to the terms hereof and shall not alter or amend in any respect the terms hereof.

EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THE CONTRIBUTION AGREEMENT, IN THIS ASSIGNMENT OR IN ANY CERTIFICATE DELIVERED TO ASSIGNEE BY ASSIGNOR AT CLOSING, (I) ASSIGNOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED AND (II) ASSIGNOR EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ASSIGNEE OR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES (INCLUDING, WITHOUT LIMITATION, ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO ASSIGNEE BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR ADVISOR OF ASSIGNOR OR ANY OF ITS AFFILIATES).

EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THE CONTRIBUTION AGREEMENT, IN THIS ASSIGNMENT OR IN ANY CERTIFICATE DELIVERED TO ASSIGNEE BY ASSIGNOR AT CLOSING, AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING PARAGRAPH, ASSIGNOR EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AS TO (I) TITLE TO ANY OF THE CONVEYED INTERESTS, (II) THE CONTENTS, CHARACTER OR NATURE OF ANY REPORT OF ANY PETROLEUM ENGINEERING CONSULTANT, OR ANY ENGINEERING, GEOLOGICAL OR SEISMIC DATA OR INTERPRETATION, RELATING TO THE CONVEYED INTERESTS, (III) THE QUANTITY, QUALITY OR RECOVERABILITY OF HYDROCARBONS IN OR FROM THE CONVEYED INTERESTS, (IV) ANY ESTIMATES OF THE VALUE OF THE CONVEYED INTERESTS OR FUTURE REVENUES GENERATED BY THE CONVEYED INTERESTS, (V) THE PRODUCTION OF HYDROCARBONS FROM THE CONVEYED INTERESTS, (VI) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE CONVEYED INTERESTS, (VII) THE CONTENT, CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED BY ASSIGNOR OR THIRD PARTIES WITH RESPECT TO THE CONVEYED INTERESTS, (VIII) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE TO ASSIGNEE, ITS AFFILIATES OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THE CONTRIBUTION AGREEMENT OR ANY DISCUSSION OR

Exhibit B-2-3

PRESENTATION RELATING THERETO, AND (IX) ANY IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT.

EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THE CONTRIBUTION AGREEMENT, IN THIS ASSIGNMENT OR IN ANY CERTIFICATE DELIVERED TO ASSIGNEE BY ASSIGNOR AT CLOSING, ASSIGNOR EXPRESSLY DISCLAIMS AND NEGATES, AND ASSIGNEE HEREBY WAIVES, (I) ANY IMPLIED OR EXPRESS WARRANTY OF MERCHANTABILITY, (II) ANY IMPLIED OR EXPRESS WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, (III) ANY IMPLIED OR EXPRESS WARRANTY OF CONFORMITY TO MODELS OR SAMPLES OF MATERIALS, (IV) ANY RIGHTS OF ASSIGNEE UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION, (V) ANY CLAIMS BY ASSIGNEE FOR DAMAGES BECAUSE OF REDHIBITORY VICES OR DEFECTS, WHETHER KNOWN OR UNKNOWN AS OF THE EFFECTIVE TIME OR THE CLOSING DATE, AND (VI) ANY AND ALL IMPLIED WARRANTIES EXISTING UNDER APPLICABLE LAW; IT BEING THE EXPRESS INTENTION OF BOTH ASSIGNEE AND ASSIGNOR THAT, EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THE CONTRIBUTION AGREEMENT, IN THIS ASSIGNMENT OR IN ANY CERTIFICATE DELIVERED TO ASSIGNEE BY ASSIGNOR AT CLOSING, OF THE CONTRIBUTION AGREEMENT, THE CONVEYED INTERESTS SHALL BE CONVEYED TO ASSIGNEE IN THEIR PRESENT CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS,” WITH ALL FAULTS, AND THAT ASSIGNEE HAS MADE OR SHALL MAKE PRIOR TO CLOSING SUCH INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE.

OTHER THAN AS EXPRESSLY SET FORTH IN THE CONTRIBUTION AGREEMENT OR IN ANY CERTIFICATE DELIVERED TO ASSIGNEE BY ASSIGNOR AT CLOSING, ASSIGNOR HAS NOT AND WILL NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING ANY MATTER OR CIRCUMSTANCE RELATING TO ENVIRONMENTAL LAWS, THE RELEASE OF MATERIALS INTO THE ENVIRONMENT, THE PROTECTION OF HUMAN HEALTH, SAFETY, NATURAL RESOURCES OR THE ENVIRONMENT OR ANY OTHER ENVIRONMENTAL CONDITION OF THE CONVEYED INTERESTS, AND NOTHING IN THIS ASSIGNMENT SHALL BE CONSTRUED AS SUCH A REPRESENTATION OR WARRANTY. ASSIGNEE SHALL BE DEEMED TO BE TAKING THE ASSETS “AS IS” AND “WHERE IS,” WITH ALL FAULTS, FOR PURPOSES OF THEIR ENVIRONMENTAL CONDITION AND THAT ASSIGNEE HAS MADE OR CAUSED TO BE MADE SUCH ENVIRONMENTAL INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE.

ASSIGNOR AND ASSIGNEE AGREE THAT THE DISCLAIMERS OF CERTAIN REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS ASSIGNMENT ARE “CONSPICUOUS” DISCLAIMERS FOR THE PURPOSE OF ANY APPLICABLE LAW, RULE OR ORDER.

THIS ASSIGNMENT (INCLUDING ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE TO THIS ASSIGNMENT, OR THE NEGOTIATION, EXECUTION OR PERFORMANCE OF THIS ASSIGNMENT) AND THE LEGAL RELATIONS AMONG THE PARTIES SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, EXCLUDING ANY CONFLICTS OF LAW

Exhibit B-2-4

RULE OR PRINCIPLE THAT MIGHT REFER CONSTRUCTION OF SUCH PROVISIONS TO THE LAWS OF ANOTHER JURISDICTION.

This Assignment may be executed in any number of counterparts, all of which together shall constitute one agreement binding on the parties hereto

[Signature Page Follows]

Exhibit B-2-5

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of [ ], [ ], but effective for all purposes as of the Effective Time.

	ASSIGNOR:


	By:
	Name:
	Title:

ACKNOWLEDGMENT

STATE OF TEXAS	§
	§
COUNTY OF	§

The forgoing instrument was acknowledged before me on this the day of , by , of , on behalf of said company.


		Notary Public in and for
		The State of Texas

Exhibit B-2-6

	ASSIGNEE:

	RSP PERMIAN, L.L.C.

	By:
	Name:
	Title:

ACKNOWLEDGMENT

STATE OF TEXAS	§
	§
COUNTY OF	§

The forgoing instrument was acknowledged before me on this the day of , by , of RSP Permian, L.L.C., on behalf of said company.


		Notary Public in and for
		The State of Texas

Exhibit B-2-7

Schedule I

Excluded Assets

1.
	CONTRIBUTOR:	WALLACE FAMILY PARTNERSHIP, LP
	EXCLUDED ASSET:	All Contributor’s Overriding Royalty Interests
	ASSIGNMENT	Distribution Assignment and Bill of Sale
	DATE	December 14, 2010
	ASSIGNOR:	Patriot Resources Partners LLC
	ASSIGNEE:	Wallace Family Partnership, LP
	COVERING:	Block 41, T1S, T&P Survey, Ector & Midland Counties, Texas Section 27: E¾ (Ector Co) Section 33: E½ & W½ (Ector Co) Section 34: All (Ector Co) Section 35: W½ (Ector & Midland Co) Section 39: S½ & N½ (Ector & Midland Co) Section 40: S½ & N½ (Ector Co) Section 41: All (Ector Co) Section 45: All (Ector Co) Section 46: All (Ector & Midland Co) Block 41, T2S, T&P Survey, Ector County, Texas Section 4: All
	RECORDING:	Document No 2010-17633, OPR, Ector County, Texas Document No 2010-24363, OPR, Midland County, Texas
	IN RE:	Assignment of ORRI dated June 3, 2008 Bill Hightower, Jr., Assignor & F. Ferrell Davis, et al Assignee Volume 2256, Page 323, Doc No 2008-9590, OPR, Ector County, Texas Volume 3051, Page 373, Doc No 2008-12459, OPR, Midland County, Texas

2.
	CONTRIBUTOR:	WALLACE FAMILY PARTNERSHIP, LP
	EXCLUDED ASSET:	All Contributor’s Mineral & Royalty Interests
	ASSIGNMENT	Distribution Assignment and Bill of Sale
	DATE	December 14, 2010
	ASSIGNOR:	Patriot Resources Partners LLC
	ASSIGNEE:	Wallace Family Partnership, LP
	COVERING:	Block 40, T1S, T&P Survey, Midland County, Texas Section 42: a 500-acre tract being located in the Northwest part of said Section 42 and having and East and West dimension of 1,591 varas and a North and South dimension of 1,773 varas and having its Northwest corner at the Northwest corner of said Section 42 and its lines along and parallel to section lines.
	RECORDING:	Document No 2010-17633, OPR, Ector County, Texas Document No 2010-24363, OPR, Midland County, Texas

Exhibit B-2-8

	IN RE:	Mineral Deed dated July 10, 2009 Ted Collins, Jr., Grantor & Patriot Resources Partners LLC, Grantee Document No 2010-17004, OPR, Midland County, Texas

3.
	CONTRIBUTOR:	TED COLLINS, JR.
	EXCLUDED ASSET:	All Contributor’s Overriding Royalty Interests
	ASSIGNMENT	Distribution Assignment and Bill of Sale
	DATE	December 14, 2010
	ASSIGNOR:	Patriot Resources Partners LLC
	ASSIGNEE:	Ted Collins, Jr.
	COVERING:	Block 41, T1S, T&P Survey, Ector & Midland Counties, Texas Section 27: E¾ (Ector Co) Section 33: E½ & W½ (Ector Co) Section 34: All (Ector Co) Section 35: W½ (Ector & Midland Co) Section 39: S½ & N½ (Ector & Midland Co) Section 40: S½ & N½ (Ector Co) Section 41: All (Ector Co) Section 45: All (Ector Co) Section 46: All (Ector & Midland Co) Block 41, T2S, T&P Survey, Ector County, Texas Section 4: All
	RECORDING:	Document No 2010-17633, OPR, Ector County, Texas Document No 2010-24363, OPR, Midland County, Texas
	IN RE:	Assignment of ORRI dated June 3, 2008 Bill Hightower, Jr., Assignor & F. Ferrell Davis, et al Assignee Volume 2256, Page 323, Doc No 2008-9590, OPR, Ector County, Texas Volume 3051, Page 373, Doc No 2008-12459, OPR, Midland County, Texas

4.
	CONTRIBUTOR:	TED COLLINS, JR.
	EXCLUDED ASSET:	All Contributor’s Mineral & Royalty Interests
	ASSIGNMENT	Distribution Assignment and Bill of Sale
	DATE	December 14, 2010
	ASSIGNOR:	Patriot Resources Partners LLC
	ASSIGNEE:	Ted Collins, Jr.
	COVERING:	Block 40, T1S, T&P Survey, Midland County, Texas Section 42: a 500-acre tract being located in the Northwest part of said Section 42 and having and East and West dimension of 1,591 varas and a North and South dimension of 1,773 varas and having its Northwest corner at the Northwest corner of said Section 42 and its lines along and parallel to section lines.
	RECORDING:	Document No 2010-17633, OPR, Ector County, Texas

Exhibit B-2-9

Document No 2010-24363, OPR, Midland County, Texas

IN RE:

Mineral Deed dated July 10, 2009

Ted Collins, Jr., Grantor & Patriot Resources Partners LLC, Grantee

Document No 2010-17004, OPR, Midland County, Texas

Exhibit B-2-10

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Table of Contents

FORM OF MASTER CONTRIBUTION AGREEMENT by and among RSP Permian, Inc., RSP Permian Holdco, L.L.C., RSP Permian, L.L.C., Rising Star Energy Development Co., L.L.C., Ted Collins, Jr., Wallace Family Partnership, LP, Collins & Wallace Holdings, LLC, and...

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