VIPER ENERGY PARTNERS LP 5,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2014 • Viper Energy Partners LP • Crude petroleum & natural gas • New York
REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN VIPER ENERGY PARTNERS LP AND DIAMONDBACK ENERGY, INC. DATED AS OF JUNE 23, 2014Registration Rights Agreement • June 23rd, 2014 • Viper Energy Partners LP • Crude petroleum & natural gas • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 23, 2014, by and between Viper Energy Partners LP, a Delaware limited partnership (the “Partnership”), and Diamondback Energy, Inc., a Delaware corporation (“Sponsor”).
FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VIPER ENERGY PARTNERS LPViper Energy Partners LP • June 23rd, 2014 • Crude petroleum & natural gas • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF VIPER ENERGY PARTNERS LP, dated as of June 23, 2014, is entered into by and among VIPER ENERGY PARTNERS GP LLC, a Delaware limited liability company, as the General Partner, and DIAMONDBACK ENERGY, INC., a Delaware corporation, as the Organizational Limited Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
ADVISORY SERVICES AGREEMENTAdvisory Services Agreement • June 23rd, 2014 • Viper Energy Partners LP • Crude petroleum & natural gas • New York
ADVISORY SERVICES AGREEMENT dated as of June 23, 2014 (this “Agreement”), among VIPER ENERGY PARTNERS LP, a Delaware limited partnership (the “MLP”), VIPER ENERGY PARTNERS GP LLC, a Delaware limited liability company (the “General Partner”), and WEXFORD CAPITAL LP, a Delaware limited partnership (“Wexford”).
CONTRIBUTION AGREEMENT BY AND AMONG DIAMONDBACK ENERGY, INC., VIPER ENERGY PARTNERS LLC, VIPER ENERGY PARTNERS GP LLC AND VIPER ENERGY PARTNERS LP DATED AS OF JUNE 17, 2014Contribution Agreement • June 23rd, 2014 • Viper Energy Partners LP • Crude petroleum & natural gas • Delaware
THIS CONTRIBUTION AGREEMENT, dated as of June 17, 2014 (this “Agreement”), is entered into by and among Diamondback Energy, Inc., a Delaware corporation (“Diamondback”), Viper Energy Partners LLC, a Delaware limited liability company (“OpCo”), Viper Energy Partners GP LLC, a Delaware limited liability company (“MLP GP”), and Viper Energy Partners LP, a Delaware limited partnership (“MLP”). The above named entities are sometimes referred to herein as a “Party” and collectively as the “Parties.”
VIPER ENERGY PARTNERS LP LONG TERM INCENTIVE PLAN UNIT OPTION AGREEMENTUnit Option Agreement • June 23rd, 2014 • Viper Energy Partners LP • Crude petroleum & natural gas • Delaware
THIS UNIT OPTION AGREEMENT (this “Agreement”) is made and entered into by and between Viper Energy Partners GP LLC, a Delaware limited liability company (the “General Partner”), and you, effective as of June 23, 2014 (the “Date of Grant”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 23rd, 2014 • Viper Energy Partners LP • Crude petroleum & natural gas • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of June 23, 2014 by and among Viper Energy Partners LP, a Delaware limited partnership (the “Company”), Viper Energy Partners GP LLC, a Delaware limited liability company and general partner of the Company (the “General Partner”), and [ ] (“Indemnitee”).
TAX SHARING AGREEMENT BY AND AMONG DIAMONDBACK ENERGY, INC., AND VIPER ENERGY PARTNERS LP June 23, 2014Tax Sharing Agreement • June 23rd, 2014 • Viper Energy Partners LP • Crude petroleum & natural gas • Delaware
Tax Sharing Agreement (the “Agreement”), dated this 23rd day of June 2014, by and among DIAMONDBACK ENERGY, INC. (“DBE”), a Delaware corporation, and VIPER ENERGY PARTNERS LP (the “Partnership”), a Delaware limited partnership.
