13D Filing: Geode Capital Management LP and Rosehill Resources Inc (ROSE)

The Fund is the record holder (and may be deemed to be
the beneficial owner) of 1,166,418 Warrants, which are exercisable for
1,166,418 shares of Common Stock, and 8,500 shares of Series A Preferred
Stock, which are convertible into 739,131 shares of Common Stock. Each of
the Reporting Persons may be deemed to be beneficial owners of the
above-referenced 1,987,270 shares of Common Stock, and exercises ultimate
voting and investment powers over these securities.

Exhibit C hereof sets forth the transactions by the
Reporting Persons in the securities of the Issuer from the 60 days prior
to the date of the event which requires the filing of this amendment up
through the date hereof. Except as otherwise disclosed in Exhibit C, none
of the Reporting Persons, nor, to the best of the Reporting Persons
knowledge, any of their respective executive officers or directors, as
applicable, has acquired or disposed of, any securities of the Issuer from
the 60 days prior to the date of the event which requires the filing of
this amendment up through the date hereof.