RIVERSTONE HOLDINGS LLC - 16 Jun 2022 Form 4 Insider Report for TALOS ENERGY INC. (TALO)

Footnote F1

The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan.

Footnote F2

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.00 to $20.76. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

Footnote F3

Following the transactions reported herein, includes 8,342,678 shares held of record by Riverstone Talos Energy Equityco LLC ("Riverstone Equityco"), 767,416 shares held of record by Riverstone Talos Energy Debtco LLC ("Riverstone Debtco"), 2,752,555 shares held of record by ILX Holdings II, LLC ("ILX II"), and 429,265 shares held of record by Riverstone V Castex 2014 Holdings, L.P. ("Castex 2014").

Footnote F4

David M. Leuschen and Pierre F. Lapeyre, Jr. are the managing directors of Riverstone Management Group, L.L.C., which is the general partner of Riverstone/Gower Mgmt Co Holdings, L.P. ("Riverstone/Gower"), which is the sole member of Riverstone Holdings LLC ("Riverstone Holdings"), which is the sole shareholder of Riverstone Energy GP V Corp., which is the managing member of Riverstone Energy GP V, LLC, which is the general partner of Riverstone Energy Partners V, L.P. ("Riverstone Energy Partners V"), which is the general partner of Riverstone Global Energy and Power Fund V (FT), L.P., which is the general partner of Riverstone V Talos Holdings, L.P., which is the managing member of Riverstone Equityco and the sole manager of Riverstone Debtco.

Footnote F5

In addition, Riverstone Energy Partners V owns an indirect interest in Castex 2014 and in ILX II. Each of the foregoing entity or person disclaims any such beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for purposes of Section 16 or for any other purpose.

Footnote F6

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $20.005 to $20.36. The reporting person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.