X0206 3 2017-04-27 0 0001659122 Rosehill Resources Inc. ROSE 0001076453 ROSEMORE, INC. 1 NORTH CHARLES ST., #2200 BALTIMORE MD 21202 0 0 1 0 0001705168 Tema Oil & Gas Co 1 NORTH CHARLES ST., #2200 BALTIMORE MD 21202 0 0 1 0 0001705330 Rosemore Holdings, Inc. 1 NORTH CHARLES ST., #2200 BALTIMORE MD 21202 0 0 1 0 Warrants Class A Common Stock 750000 D Class B Common Stock Class A Common Stock 29807692 I By Tema Warrants Class A Common Stock 4000000 I By Tema Series A Preferred Stock Class A Common Stock 1547826 I By RHI Upon the closing of the previously reported business combination with Rosehill Resources Inc. (the "Issuer") on April 27, 2017 (the "Business Combination"), Rosemore, Inc. acquired 750,000 warrants that may be exchanged for shares of Class A Common Stock of the Issuer ("Class A Warrants"). Each Class A Warrant entitles its holder to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment, at our time commencing on May 27, 2017 and expires on April 27, 2022 (which is five years after the Business Combination) or earlier upon redemption or liquidation. Upon the closing of the Business Combination, Tema Oil & Gas Company, a wholly owned subsidiary of Rosemore, Inc. ("Tema"), received 29,807,692 shares of Class B Common Stock. Each share of Class B Common Stock represents the right to receive, at Rosehill Operating Company, LLC's discretion, either one share of Class A Common Stock of the Issuer or its equivalent in cash, in exchange for one share of Class B Common Stock and one Common Unit of Rosehill Operating Company, LLC, in accordance with the terms and subject to the restrictions set forth in the First Amended and Restated Limited Liability Company Agreement of Rosehill Operating Company, LLC. Upon the closing of the Business Combination, Tema received 4,000,000 Class A Warrants. Upon the closing of the Business Combination, Rosemore Holdings, Inc., a wholly owned subsidiary of Rosemore, Inc. ("RHI"), purchased 17,800 shares of 8.000% Series A Cumulative Perpetual Convertible Preferred Stock ("Series A Preferred Stock"). Each share Series A Preferred Stock has a liquidation preference of $1,000 per share and is convertible, at the holder's option at any time, initially into 86.9565 shares of the Issuer's Class A common stock (which is equivalent to an initial conversion price of approximately $11.50 per share of Class A common stock), subject to specified adjustments and limitations as set forth in the Certificate of Designations pertaining to such Series A Preferred Stock. /s/ Paul J. Ebner, President and CEO, Rosemore, Inc. 2017-05-08 /s/ Paul J. Ebner, President, Tema Oil and Gas Company 2017-05-08 /s/ Paul J. Ebner, President and CEO, Rosemore Holdings, Inc. 2017-05-08