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

The reported amount includes 208,750 shares issuable upon
the exercise of Warrants, 668,174 shares issuable upon conversion of
shares of Series A Preferred Stock and 46,846 shares of Common
Stock.

Calculation is based upon 6,979,766 shares of Common
Stock outstanding, which is the sum of: (i) 5,856,581 shares of Common
Stock outstanding as of November 10, 2017, which is the total amount of
Common Stock outstanding as reported in the Issuers Quarterly Report on
Form 10-Q filed with the Securities and Exchange Commission on November
14, 2017, (ii) 208,750 shares of Common Stock that the Reporting Persons can acquire upon
exercise of Warrants, (iii) 668,174 shares of Common Stock that the
Reporting Persons can acquire upon conversion of shares of Series A
Preferred Stock, and (iv) 246,261 shares of Common Stock received by the
Fund upon conversion of 2,832 shares of Series A Preferred Stock on
October 5, 2017, October 16, 2017, December 14, 2017 and December 22,
2017, which have not been included in the number of shares stated in
clause (i) of this paragraph.