X0306 4 2019-08-09 0 0001690769 Alta Mesa Resources, Inc. /DE AMR 0001670185 HPS Investment Partners, LLC 40 WEST 57TH STREET, 33RD FLOOR NEW YORK NY 10019 0 0 1 0 Class A Common Stock 2019-08-09 4 C 0 178680 A 3199497 I By Jade Real Assets Fund, L.P. Class A Common Stock 2019-08-09 4 C 0 168759 A 4167013 I By AP Mezzanine Partners II, L.P. Class A Common Stock 2019-08-09 4 C 0 1253663 A 25441781 I By Mezzanine Partners II Delaware Subsidiary, LLC Class A Common Stock 2019-08-09 4 C 0 456439 A 22651535 I By Offshore Mezzanine Partners Master Fund II, L.P. Class A Common Stock 2019-08-09 4 C 0 1685709 A 20885386 I By KFM Offshore, LLC Class A Common Stock 2019-08-09 4 C 0 48163 A 2390208 I By Institutional Mezzanine Partners II Subsidiary, L.P. Class A Common Stock 2019-08-09 4 C 0 178194 A 2207760 I By KFM Institutional, LLC HPS Investment Partners, LLC ("HPS") manages, directly or indirectly (i) each of Mezzanine Partners II Delaware Subsidiary, LLC, KFM Offshore, LLC, a wholly-owned subsidiary of Offshore Mezzanine (as defined below), KFM Institutional, LLC, a wholly-owned subsidiary of Institutional Mezzanine (as defined below), AP Mezzanine Partners II, L.P., and Jade Real Assets Fund, L.P. ("Jade") (collectively, the "HPS Kingfisher Members"), each of which is a beneficial owner of KFM Holdco, LLC (the "Kingfisher Contributor"), (ii) each of Mezzanine Partners II Delaware Subsidiary, LLC, Offshore Mezzanine Partners Master Fund II, L.P. ("Offshore Mezzanine"), Institutional Mezzanine Partners II Subsidiary, L.P. ("Institutional Mezzanine"), AP Mezzanine Partners II, L.P. and Jade (collectively, the "HPS Alta Mesa Holders"), each of which is a beneficial owner of High Mesa Holdings, LP (the "Alta Mesa Contributor"), and (continued from footnote 1) (iii) included in the HPS Alta Mesa Holders' beneficial ownership, the HPS Alta Mesa Holders indirectly own, through High Mesa, Inc., a certain percentage of ARM-M I, LLC, a member of the Kingfisher Contributor, and HMS Kingfisher HoldCo, LLC, a member of the Kingfisher Contributor. Therefore, HPS may be deemed to be the beneficial owner of all shares of the Issuer's Class A Common Stock (the "Class A Common Stock") and Class C Common Stock (the "Class C Common Stock") and common units representing limited partner interests (the "SRII Opco Common Units") of SRII Opco, LP ("SRII") beneficially owned by each of the HPS Kingfisher Members and the HPS Alta Mesa Holders. In connection with the closing (the "Closing") of the Issuer's initial business combination on February 9, 2018, the Issuer issued to the Alta Mesa Contributor shares of Class C Common Stock and caused SRII to issue an equal number of its SRII Opco Common Units to the Alta Mesa Contributor in exchange for certain interests of the Alta Mesa Contributor. The SRII Opco Common Units may, at the option of the Alta Mesa Contributor, be redeemed for shares of Class A Common Stock on a one-for-one basis or, at SRII's option, an equivalent amount of cash, at any time after 180 days after the Closing and have no expiration date. Upon redemption, an equal number of shares of Class C Common Stock will be cancelled. In connection with the Closing, the Kingfisher Contributor agreed that, for a period of time, it would not transfer 16,000,000 SRII Opco Common Units (and a corresponding number of shares of Class C Common Stock) received as consideration (the "Reserved Units") and such Reserved Units would be available to satisfy any indemnification obligations of the Kingfisher Contributor. The transfer restriction relating to 8,000,000 Reserved Units terminated on February 9, 2019, the first anniversary of the Closing, and the transfer restriction relating to the remaining 7,910,320 Reserved Units terminated on August 9, 2018, the 18-month anniversary of the Closing. The acquisitions reported herein are in connection with the termination of transfer restrictions on the 7,910,320 Reserved Units on August 9, 2018. HPS Investment Partners, LLC, /s/ Don Dimitrievich, Managing Director 2019-08-13