0001193125-16-737665 Sample Contracts

Membership Interest Purchase and Sale Agreement by and among Silver Hill Energy Partners Holdings, LLC, as Seller, Silver Hill Energy Partners, LLC, the Company, RSP Permian, L.L.C., as Buyer and RSP Permian, Inc., as Parent Dated as of October 13, 2016
Purchase and Sale Agreement • October 13th, 2016 • RSP Permian, Inc. • Crude petroleum & natural gas • Texas

This MEMBERSHIP INTEREST PURCHASE AND SALE AGREEMENT dated as of October 13, 2016 (the “Execution Date”), is by and among Silver Hill Energy Partners Holdings, LLC, a Delaware limited liability company (“Seller”), Silver Hill Energy Partners, LLC, a Delaware limited liability company (the “Company”), RSP Permian, L.L.C., a Delaware limited liability company (“Buyer”), and RSP Permian, Inc., a Delaware corporation (“Parent” and, together with Buyer, “Buyer Parties” and each a “Buyer Party”). Seller, the Company, Buyer and Parent are referred to collectively as the “Parties” and individually as a “Party”.

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FORM OF REGISTRATION RIGHTS AGREEMENT
Form of Registration Rights Agreement • October 13th, 2016 • RSP Permian, Inc. • Crude petroleum & natural gas • Delaware

This REGISTRATION RIGHTS AGREEMENT, dated as of , 2016 (this “Agreement”), is by and among RSP Permian, Inc., a Delaware corporation (the “Company”), and the holders of Company Common Stock listed on the signature page hereof.

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