RSP Permian, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • January 22nd, 2014 • RSP Permian, Inc. • Crude petroleum & natural gas • New York
RSP Permian, Inc., a Delaware corporation (the “Company”), and certain stockholders of the Company named in Schedule II attached hereto (each individually a “Selling Stockholder” and, collectively, the “Selling Stockholders”), propose to sell an aggregate of 20,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Of the 20,000,000 shares of the Firm Stock, 9,225,000 are being sold by the Company and 10,775,000 are being sold by the Selling Stockholders. In addition, the Selling Stockholders propose to grant to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”) an option to purchase up to an aggregate of 3,000,000 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). The Firm Stock and the Option Stock, if purchased, are hereinafter collectively called the “Stock.” This Agreement is to confirm the agreement concerning the purchase of
