X0306 4 2019-06-26 0 0001326428 ROAN RESOURCES, INC. ROAN 0001271502 LOVOI JOHN 14701 HERTZ QUAIL SPRINGS PKWY OKLAHOMA CITY OK 73134 1 0 0 0 Class A common stock 2019-06-26 4 A 0 762698 A 78367634 I See Footnotes Includes 762,698 shares of Class A common stock held by RH Debt Fund, L.P. ("RH Debt"), an entity managed by JVL Advisors, LLC ("JVL"). Pursuant to a Common Stock Subscription Agreement dated June 26, 2019, the Issuer issued 762,698 shares of Class A common stock of the Issuer to RH Debt at a price of $0.001 per share, in connection with RH Debt's agreement to provide a portion of a credit facility to the Issuer, as more fully described in the Form 8-K filed by the Issuer on June 20, 2019. Through JVL, the Reporting Person exercises voting and dispositive power over all securities held by RH Debt and may be deemed to be the beneficial owner thereof. The Reporting Person disclaims beneficial ownership of the reported securities in excess of his respective pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for Section 16 or any other purpose. Includes 76,269,766 shares of Class A common stock held directly by Roan Holdings, LLC ("Roan Holdings"). JVL, indirectly through its investment management arrangements with Asklepios Energy Fund, LP, Hephaestus Energy Fund, LP, Luxiver WI, LP, LVPU, LP, Midenergy Partners II, LP, Navitas Fund, LP, Blackbird 1846 Energy Fund, LP, Children's Energy Fund, LP, SPQR Energy, LP and Panakeia Energy Fund, LP, beneficially owns an approximate 73.61% interest in Roan Holdings and has the contractual right to nominate a majority of the members of the board of managers of Roan Holdings, which board of managers exercises voting and dispositive power over all securities held by Roan Holdings. The board of managers of Roan Holdings consists of four managers, of which JVL has nominated three, one of which is the Reporting Person. (Continued from Footnote 2) The Reporting Person may be deemed to share dispositive power over the securities held by Roan Holdings; thus, the Reporting Person may also be deemed to be the beneficial owner of these securities. The Reporting Person disclaims beneficial ownership of the reported securities in excess of his respective pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for Section 16 or any other purpose. Includes 1,335,170 shares of Class A common stock held by various entities (the "Lovoi Entities") controlled indirectly by the Reporting Person through JVL. The Reporting Person is the sole member and manager of, and exercises investment management control over, JVL. Through JVL, the Reporting Person exercises voting and dispositive power over all securities held by the Lovoi Entities and may be deemed to be the beneficial owner thereof. Each of the Reporting Person, JVL and the Lovoi Entities disclaims beneficial ownership of the reported securities in excess of such entity's or person's respective pecuniary interest therein and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the securities for Section 16 or any other purpose. /s/ John V. Lovoi, by David Treadwell, Attorney-in-Fact 2019-06-28