X0306 4 2016-12-19 0 0001681714 WildHorse Resource Development Corp WRD 0001691524 Esquisto Holdings, LLC 9805 KATY FREEWAY, SUITE 400 HOUSTON TX 77024 1 0 1 0 0001691624 Esquisto Investment Holdings, LLC 9805 KATY FREEWAY, SUITE 400 HOUSTON TX 77024 0 0 1 0 0001691882 NGP IX US Holdings, L.P. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001691957 NGP IX Holdings GP, L.L.C. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001408123 Natural Gas Partners IX, L.P. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001541519 G.F.W. ENERGY IX, L.P. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001597404 GFW IX, L.L.C. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001471812 NGP Energy Capital Management, L.L.C. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 Common stock, par value $0.01 per share 2016-12-19 4 A 0 38755330 A 38755330 D On December 12, 2016, Esquisto Holdings, LLC ("Esquisto Holdings") entered into the Master Contribution Agreement (the "Master Contribution Agreement"), pursuant to which, immediately prior to the closing of WildHorse Resource Development Corporation's (the "Issuer") initial public offering, certain of the parties thereto, including Esquisto Holdings, contributed their membership interest in certain entities to the Issuer in exchange for shares of the Issuer's common stock, par value $0.01 per share ("Common Stock"). Pursuant to the Master Contribution Agreement, Esquisto Holdings received 38,755,330 shares of Common Stock. This form is jointly filed by Esquisto Holdings, Esquisto Investment Holdings, LLC ("Esquisto Investment Holdings"), NGP IX US Holdings, LP ("NGP IX US Holdings"), NGP IX Holdings GP, LLC ("NGP IX Holdings GP"), NGP Natural Resources IX, L.P. ("NGP Natural Resources IX"), G.F.W. Energy IX, L.P. ("GFW Energy IX"), GFW IX, L.L.C. ("GFW IX") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). Esquisto Investment Holdings owns 100% of the capital interests in Esquisto Holdings, and NGP IX US Holdings has shared rights to appoint a majority of the board of managers of Esquisto Investment Holdings. As a result, NGP IX US Holdings may be deemed to indirectly beneficially own the shares held by Esquisto Holdings. NGP IX US Holdings disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein. (Continued from Footnote 2) NGP IX Holdings GP (the sole general partner of NGP IX US Holdings), NGP Natural Resources IX (the sole member of NGP IX Holdings GP), G.F.W. Energy IX (the sole general partner of NGP Natural Resources IX) and GFW IX (the sole general partner of GFW Energy IX) may each be deemed to share voting and dispositive power over the reported shares and therefore may also be deemed to be the beneficial owner of these shares. GFW IX, has delegated full power and authority to manage NGP IX US Holdings to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over these shares and therefore may also be deemed to be the beneficial owner of these shares. Each of Esquisto Investment Holdings, NGP IX US Holdings, NGP IX Holdings GP, NGP Natural Resources IX, GFW Energy IX, GFW IX and NGP ECM disclaims beneficial ownership of the reported securities in excess of its pecuniary interest therein. On December 19, 2016, Esquisto Holdings entered into the Stockholders' Agreement (the "Stockholders' Agreement"), pursuant to which, each of the parties thereto agreed, among other things, to cause the shares of Common Stock and any equity securities of the Issuer held by such party to be voted for the individuals properly designated by the parties to the Stockholders' Agreement for election to the Issuer's board of directors. As a result, the parties thereto may be deemed to be members of a group holding over 10% of the outstanding Common Stock of the Issuer (the "Group") for the purposes of Section 13(d)(3) of the Exchange Act of 1934, as amended (the "Exchange Act"). Esquisto Holdings disclaims beneficial ownership of the shares of Common Stock held by the members of the Group, except to the extent of its pecuniary interest therein, and this statement shall not be construed as an admission that Esquisto Holdings is the beneficial owner of any such shares for purposes of Section 16 of the Exchange Act or for any other purpose. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Esquisto Holdings may be deemed to be a director by deputization by virtue of the right of it to designate members of the Issuer's board of directors pursuant to the Stockholders' Agreement. /s/ Tony R. Weber, Authorized Person of Esquisto Holdings, LLC 2016-12-19 /s/ Richard D. Brannon, Authorized Person of Esquisto Investment Holdings, LLC 2016-12-19 /s/ Tony R. Weber, Authorized Person of NGP IX Holdings GP, LLC, the general partner of NGP IX US Holdings, LP 2016-12-19 /s/ Tony R. Weber, Authorized Person of NGP IX Holdings GP, LLC 2016-12-19 /s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C., the general partner of G.F.W. Energy IX, L.P., the general partner of Natural Gas Partners IX, L.P. 2016-12-19 /s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C., the general partner of G.F.W. Energy IX, L.P. 2016-12-19 /s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C. 2016-12-19 /s/ Tony R. Weber, Chief Operating Officer of NGP Energy Capital Management, L.L.C. 2016-12-19