BX Royal Aggregator LP - 29 Dec 2022 Form 4 Insider Report for STR Sub Inc.

Footnote F1

Reflects securities directly held by BX Royal Aggregator LP ("Royal Aggregator").

Footnote F2

Reflects securities directly held by RRR Aggregator LLC ("RRR Aggregator").

Footnote F3

BCP VI/BEP Holdings Manager L.L.C. is the general partner of Royal Aggregator. Blackstone Energy Management Associates L.L.C. and Blackstone Management Associates VI L.L.C. are the managing members of BCP VI/BEP Holdings Manager L.L.C. Blackstone EMA L.L.C. is the sole member of Blackstone Energy Management Associates L.L.C. BMA VI L.L.C. is the sole member of Blackstone Management Associates VI L.L.C.

Footnote F4

BX Primexx Topco LLC is the sole member of RRR Aggregator. BCP VII/BEP II Holdings Manager L.L.C. is the managing member of BX Primexx Topco LLC. Blackstone Energy Management Associates II L.L.C. and Blackstone Management Associates VII L.L.C. are the managing members of BCP VII/BEP II Holdings Manager L.L.C. Blackstone EMA II L.L.C. is the sole member of Blackstone Energy Management Associates II L.L.C. BMA VII L.L.C. is the sole member of Blackstone Management Associates VII L.L.C.

Footnote F5

Blackstone Holdings III L.P. is the managing member of each of BMA VI L.L.C., Blackstone EMA L.L.C., BMA VII L.L.C. and Blackstone EMA II L.L.C. Blackstone Holdings III GP L.P. is the general partner of Blackstone Holdings III L.P. Blackstone Holdings III GP Management L.L.C. is the general partner of Blackstone Holdings III GP L.P. Blackstone Inc. ("Blackstone") is the sole member of Blackstone Holdings III GP Management L.L.C. The sole holder of the Series II preferred stock of Blackstone is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly-owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman.

Footnote F6

The terms of the Second Amended and Restated Agreement of Limited Partnership of Sitio Royalties Operating Partnership, LP (f/k/a Falcon Minerals Operating Partnership, LP) ("Opco") provide that, subject to certain restrictions contained therein, each holder of the common units ("Opco Units") in Opco (other than Sitio Royalties Corp. (f/k/a Falcon Minerals Corporation) (the "Issuer")) generally has the right to cause Opco to redeem all or a portion of its Opco Units (the "Redemption Right") in exchange for shares of Class A Common Stock of the Issuer on a one-for-one basis or, at Opco's election, an equivalent amount of cash.

Footnote F7

(Continued from Footnote 6) The Issuer may, at its option, effect a direct purchase of such Opco Units for shares of Class A Common Stock of the Issuer in lieu of such a redemption by Opco. Upon the future redemption or sale of Opco Units pursuant to the Redemption Right, a corresponding number of shares of Class C Common Stock and Opco Units will be cancelled. The Opco Units and the right to exercise the Redemption Right have no expiration date.

Footnote F8

On December 29, 2022, pursuant to the Agreement and Plan of Merger, dated as of September 6, 2022 (the "merger agreement"), each share of Class C Common Stock ("Issuer Class C Common Stock") of the Issuer, issued and outstanding was converted into one share of Class C Common Stock of Snapper Merger Sub I, Inc., which was renamed "Sitio Royalties Corp." ("New Sitio"), and the Opco Units were no longer redeemable for Issuer Class A Common Stock and are instead redeemable for Class A Common Stock of New Sitio.

Footnote F9

The Issuer previously granted restricted stock awards (the "Stock Award"), consisting of shares of the Issuer's Class C Common Stock and Opco Units, to its executive officers in an amount equal to 0.5% of the number of shares received by the former holders of the limited liability company interests of DPM HoldCo, LLC (the "DPM Members") (the "Restricted Shares"). Each restricted stock award will vest in equal installments on the first four anniversaries of the applicable date of grant, so long as the executive officer remains continuously employed by the Issuer through each vesting date. To the extent that a restricted stock award is forfeited, the shares of Class C Common Stock and Opco Units subject to such forfeited award will be returned to the Issuer.

Footnote F10

(Continued from Footnote 9) In connection with the foregoing, the Issuer and the DPM Members entered into that certain Assignment and Allocation Agreement, dated as of June 7, 2022 (the "Allocation Agreement"), pursuant to which the Issuer agreed that it would re-issue to the DPM Members, on a one-for-one basis, shares of Class C Common Stock and Opco Units to the extent Restricted Shares are forfeited by the original holders thereof, with RRR Aggregator entitled to receive its pro rata portion of any such shares re-issued. The Issuer's obligations under the Stock Awards were assigned to New Sitio in connection with the transactions contemplated by the merger agreement.

Footnote F11

Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4.

Footnote F12

Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

Footnote F13

Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 or for any other purpose.