RSP Permian, Inc. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • March 23rd, 2015 • RSP Permian, Inc. • Crude petroleum & natural gas • New York
RSP Permian, Inc., a Delaware corporation (the “Company”), and the stockholders of the Company named in Schedule I attached hereto (each individually a “Selling Stockholder” and, collectively, the “Selling Stockholders”), propose to sell an aggregate of 9,000,000 shares (the “Firm Stock”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Of the 9,000,000 shares of Firm Stock, 5,000,000 are being sold by the Company and 4,000,000 are being sold by the Selling Stockholders. In addition, the Company and the Selling Stockholders propose to grant to Barclays Capital Inc. (the “Underwriter”) an option to purchase up to an aggregate of 1,350,000 additional shares of the Common Stock on the terms set forth in Section 3 (the “Option Stock”). Of the 1,350,000 shares of Option Stock, 750,000 are being sold by the Company and 600,000 are being sold by the Selling Stockholders, with each Selling Stockholder selling the Option Stock set forth opposite such Selling Stockh
