Blackstone Holdings III L.P. - 07 Jun 2022 Form 4 Insider Report for Sitio Royalties Corp.

Footnote F1

"Opco Units" means ownership interests in Sitio Royalties Operating Partnership, LP (f/k/a Falcon Minerals Operating Partnership, LP) ("Opco"). Sitio Royalties Corp. (f/k/a Falcon Minerals Corporation) (the "Issuer") is the sole managing member of Opco.

Footnote F2

The terms of the Second Amended and Restated Agreement of Limited Partnership of Opco provide that, subject to certain restrictions contained therein, each holder of Opco Units (other than 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 ("Class A Common Stock") on a one-for-one basis or, at Opco's election, an equivalent amount of cash. The Issuer may, at its option, effect a direct purchase of such Opco Units for shares of Class A Common Stock 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 of the Issuer ("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 F3

Reflects securities issued to Rock Ridge Royalty Company LLC ("Rock Ridge") on June 7, 2022 in connection with the closing of the Merger pursuant to the Agreement and Plan of Merger, dated January 11, 2022, by and among Opco, Ferrari Merger Sub A LLC, a Delaware limited liability company ("Merger Sub"), and DPM HoldCo, LLC, a Delaware limited liability company ("Desert Peak"), pursuant to which, Merger Sub merged with and into Desert Peak (the "Merger").

Footnote F4

The Issuer granted restricted stock awards, consisting of shares of the 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, a Delaware limited liability company (the "DPM Members") (the "Restricted Shares") in the Merger. 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 F5

(Continued from Footnote 4) In connection with the foregoing, the Issuer entered into an Assignment and Allocation Agreement, dated as of June 7, 2022, with Rock Ridge and the other DPM Members (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 Rock Ridge entitled to receive 19.75% of any such shares re-issued.

Footnote F6

Reflects securities held directly by Rock Ridge.

Footnote F7

Reflects securities held directly by Royal Resources L.P. that were previously reported and giving effect to the four-to-one reverse stock split of the Issuer's issued and outstanding common stock whereby each four shares of the Issuer's common stock were automatically combined and reclassified into one issued, fully paid and non-assessable share of common stock.

Footnote F8

Royal Resources GP L.L.C. is the general partner of Royal Resources L.P. Blackstone Energy Management Associates L.L.C. and Blackstone Management Associates VI L.L.C. are the managing members of Royal GP 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. Rock Ridge is controlled by RRR Energy LLC. RRR Aggregator LLC is the sole member of RRR Energy LLC. BX Primexx Topco LLC is the sole member of RRR Aggregator LLC. 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 F9

(Continued from Footnote 8) Blackstone Holdings III L.P. is the managing member of each of Blackstone EMA L.L.C., BMA VI L.L.C., Blackstone EMA II L.L.C. and BMA VII L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C. 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 F10

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 F11

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 (the "Exchange Act"), 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 securities reported herein for purposes of Section 16 of the Exchange Act or for any other purpose.