(1) |
Bold Energy Holdings, LLC, a Texas limited liability company (Bold), directly holds
44,555,272 shares of Class C common stock, $0.0001 par value per share (Class C Common Stock), of Permian Resources Corporation, a Delaware corporation (the Permian), and an equivalent
number of common units representing limited liability company interests (OpCo Units) in Permian Resources Operating, LLC (OpCo). Pursuant to the Seventh Amended and Restated Limited Liability Company Agreement
of OpCo entered into in connection with the Closing (as defined below) (the OpCo LLCA), each member of OpCo (other than Permian and its subsidiaries) has the right to cause OpCo to redeem all or a portion of such members
OpCo Units in exchange for, at OpCos option, an equal number of shares of Class A Common Stock, par value $0.0001 per share (Class A Common Stock and, each of the Class A Common Stock and
Class C Common Stock, Common Stock), of Permian or a cash amount in lieu of shares of Class A Common Stock, as determined in accordance with the OpCo LLCA. Upon redemption of an Opco Unit, a share of Class C Common
Stock shall be surrendered by the holder and cancelled by Permian. The Class A Common Stock, Class C Common Stock and OpCo Units are collectively referred to herein as Securities. Pursuant to a Voting Trustee Agreement,
dated as of November 1, 2023 (the Voting Trustee Agreement), with respect to all of the reported shares of Class C Common Stock directly held by Bold (including any shares of Class A Common Stock issued upon
redemption thereof), Bold (a) irrevocably transferred and assigned all voting rights and responsibilities associated with such shares to U.S. Bank Trust Company, a National Association, as the voting trustee (the Voting
Trustee), and (b) granted the Voting Trustee an irrevocable proxy with respect to any matters submitted to a vote of the holders of shares of Common Stock under Permians organizational documents. Therefore, the Voting Trustee,
pursuant to the Voting Trustee Agreement, may be deemed to have the sole right to direct the voting of all of the reported shares of Class C Common Stock directly held by Bold (including any shares of Class A Common Stock issued upon
redemption thereof). EnCap Energy Capital Fund IX, L.P., a Texas limited partnership (EnCap Fund IX) and EnCap Partners GP, LLC, a Delaware limited liability company (EnCap Partners GP), through their indirect
ownership of Bold, may each be deemed to share the right to direct the disposition of all of the reported shares of Class C Common Stock directly held by Bold (including any shares of Class A Common Stock issued upon redemption thereof).
Bold disclaims beneficial ownership of the reported Securities except to the extent of its pecuniary interest therein, and this statement shall not be deemed an admission that it is the beneficial owner of the reported Securities for the purposes of
Section 13(g) of the Securities Exchange Act of 1934, as amended (the Exchange Act), or any other purpose. |