X0206 3 2016-12-13 0 0001681714 WildHorse Resource Development Corp WRD 0001691549 WHR Holdings, LLC 9805 KATY FREEWAY, SUITE 400 HOUSTON TX 77024 1 0 1 0 0001691550 WildHorse Investment Holdings, LLC 9805 KATY FREEWAY, SUITE 400 HOUSTON TX 77024 0 0 1 0 0001606887 NGP X US Holdings LP 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001647719 NGP X Holdings GP, L.L.C. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001521229 NGP Natural Resources X, L.P. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001555496 G.F.W. Energy X, L.P. 5221 N. O'CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001555576 GFW X, 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. 1221 MCKINNEY STREET, SUITE 2975 HOUSTON TX 77010 0 0 1 0 Common stock, par value $0.01 per share 0 D On December 12, 2016, WHR Holdings, LLC ("WildHorse Holdings") entered into the Master Contribution Agreement (the "Master Contribution Agreement"), pursuant to which, immediately prior to and contingent upon the closing of WildHorse Resource Development Corporation's (the "Issuer") initial public offering, certain of the parties thereto, including WildHorse Holdings, agreed, among other things, to contribute 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, WildHorse Holdings will receive 21,200,084 shares of Common Stock. This form is jointly filed by WildHorse Holdings, WildHorse Investment Holdings, LLC ("WildHorse Investment Holdings"), NGP X US Holdings, L.P. ("NGP X US Holdings"), NGP X Holdings GP, L.L.C. ("NGP X Holdings GP"), NGP Natural Resources X, L.P. ("NGP X"), G.F.W. Energy X, L.P. ("GFW X"), GFW X, L.L.C. ("GFW X GP") and NGP Energy Capital Management, L.L.C. ("NGP ECM"). Following the transactions contemplated by the Master Contribution Agreement, (i) WildHorse Investment Holdings will own 100% of the capital interests in WildHorse Holdings and (ii) NGP X US Holdings will own 90.3% of WildHorse Investment Holdings, and certain members of the Issuer's management team will own the remaining 9.7%. As a result, NGP X US Holdings may be deemed to indirectly beneficially own the shares held by WildHorse Holdings. (Continued from Footnote 2) NGP X US Holdings disclaims beneficial ownership of these shares except to the extent of its pecuniary interest therein. NGP X Holdings GP (the sole general partner of NGP X US Holdings), NGP X (the sole member of NGP X Holdings GP), GFW X (the sole general partner of NGP X) and GFW X GP (the sole general partner of GFW X) 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 X GP has delegated full power and authority to manage NGP X 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 WildHorse Investment Holdings, NGP X US Holdings, NGP X Holdings GP, NGP X, GFW X, GFW X GP and NGP ECM disclaims beneficial ownership of the reported securities in excess of its pecuniary interest therein. In connection with the closing of the Issuer's initial public offering, WildHorse Holdings is expected to enter into the Stockholders' Agreement (the "Stockholders' Agreement"), pursuant to which, each of the parties thereto will agree, 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 for the purposes of Section 13(d)(3) of the Exchange Act (the "Group"). WildHorse 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 WildHorse Holdings is the beneficial owner of any such shares for purposes of Section 16 of the Exchange Act or for any other purpose. Director by Deputization For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, WildHorse 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 WHR Holdings, LLC 2016-12-13 /s/ Tony R. Weber, Authorized Person of WildHorse Investment Holdings, LLC 2016-12-13 /s/ Tony R. Weber, Authorized Person of NGP X Holdings GP, L.L.C., the general partner of NGP X US Holdings, L.P. 2016-12-13 /s/ Tony R. Weber, Authorized Person of NGP X Holdings GP, L.L.C. 2016-12-13 /s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., the general partner of G.F.W. Energy X, L.P., the general partner of NGP Natural Resources X, L.P. 2016-12-13 /s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., the general partner of G.F.W. Energy X, L.P. 2016-12-13 /s/ Tony R. Weber, Authorized Member of GFW X, L.L.C. 2016-12-13 /s/ Tony R. Weber, Chief Operating Officer of NGP Energy Capital Management, L.L.C. 2016-12-13