REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN RATTLER MIDSTREAM LP AND DIAMONDBACK ENERGY, INC.Registration Rights Agreement • January 22nd, 2019 • Rattler Midstream Lp • Natural gas transmission • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [•], 2019, by and between Rattler Midstream LP, a Delaware limited partnership (the “Partnership”), and Diamondback Energy, Inc., a Delaware corporation (the “Sponsor”).
FORM OF FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RATTLER MIDSTREAM GP LLCLimited Liability Company Agreement • January 22nd, 2019 • Rattler Midstream Lp • Natural gas transmission • Delaware
This First Amended and Restated Limited Liability Company Agreement of Rattler Midstream GP LLC (the “Company”), dated as of , 2019, is entered into by Diamondback Energy, Inc., a Delaware Corporation (“Diamondback”), as sole member of the Company as of the date hereof (in such capacity, the “Sole Member”).
RATTLER MIDSTREAM LP LONG-TERM INCENTIVE PLAN PHANTOM UNIT AGREEMENTPhantom Unit Agreement • January 22nd, 2019 • Rattler Midstream Lp • Natural gas transmission • Delaware
THIS PHANTOM UNIT AGREEMENT (this “Agreement”) is made and entered into by and between Rattler Midstream GP LLC, a Delaware limited liability company (the “General Partner”), and (“you”), effective as of (the “Date of Grant”).
FORM OF SERVICES AND SECONDMENT AGREEMENT AMONG DIAMONDBACK ENERGY, INC. DIAMONDBACK E&P LLC RATTLER MIDSTREAM GP LLC RATTLER MIDSTREAM LP AND RATTLER MIDSTREAM OPERATING LLCServices and Secondment Agreement • January 22nd, 2019 • Rattler Midstream Lp • Natural gas transmission • Texas
This Services and Secondment Agreement (this “Agreement”), dated as of [•], 2019 (the “Effective Date”), is entered into among Diamondback Energy, Inc., a Delaware corporation (“Diamondback”), Diamondback E&P LLC, a Delaware limited liability company (“E&P”), Rattler Midstream GP LLC, a Delaware limited liability company (the “General Partner”), Rattler Midstream LP, a Delaware limited partnership (the “Partnership”) and Rattler Midstream Operating LLC, a Delaware limited liability company (“OpCo”). Diamondback, E&P, the General Partner, the Partnership and OpCo are sometimes herein referred to individually as a “Party” and collectively as the “Parties.”
FORM OF TAX SHARING AGREEMENT BY AND AMONG DIAMONDBACK ENERGY, INC. AND RATTLER MIDSTREAM OPERATING LLCTax Sharing Agreement • January 22nd, 2019 • Rattler Midstream Lp • Natural gas transmission • Delaware
This Tax Sharing Agreement (the “Agreement”), dated this [ ] day of [ ], is entered into by and among DIAMONDBACK ENERGY, INC. (“DBE”), a Delaware corporation, and RATTLER MIDSTREAM OPERATING LLC (“Rattler”), a Delaware limited liability company.
FORM OF EQUITY CONTRIBUTION AGREEMENT BY AND BETWEEN RATTLER MIDSTREAM LP AND RATTLER MIDSTREAM OPERATING LLCEquity Contribution Agreement • January 22nd, 2019 • Rattler Midstream Lp • Natural gas transmission • Delaware
This Equity Contribution Agreement (this “Agreement”), dated as of , 2019, is entered into by and between Rattler Midstream LP, a Delaware limited partnership (the “Partnership”), and Rattler Midstream Operating LLC, a Delaware limited liability company (the “Rattler LLC”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • January 22nd, 2019 • Rattler Midstream Lp • Natural gas transmission • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of , 2019 by and among Rattler Midstream LP, a Delaware limited partnership (the “Partnership”), Rattler Midstream GP LLC, a Delaware limited liability company and general partner of the Partnership (the “General Partner”), and [ ] (“Indemnitee”).
LEASE AMENDMENT # 19 DIAMONDBACK E & P LLC (Suite 400)Leasehold Improvements Agreement • January 22nd, 2019 • Rattler Midstream Lp • Natural gas transmission
FASKEN MIDLAND LLC (hereinafter called “Lessor”) and DIAMONDBACK E & P LLC, successor to Windsor Permian, LLC (hereinafter called “Lessee”), effective as of January 16, 2017 (the “Effective Date”), do hereby amend that certain Lease Agreement dated April 19, 2011, as amended by Lease Amendment #1 dated June 6, 2011, Lease Amendment #2 dated August 5, 2011 (surrendered September 30, 2012), Lease Amendment #3 dated September 28, 2011, Lease Amendment #4 dated February 6, 2012, Lease Amendment #5 dated July 25, 2012, Lease Amendment #6 dated December 18, 2012, Lease Amendment #7 dated June 14, 2013, Lease Amendment #8 dated June 14, 2013, Lease Amendment #9 dated September 3, 2013, Lease Amendment #10 dated September 26, 2013, Lease Amendment #11 dated September 26, 2014, Lease Amendment #12 dated October 23, 2014, Lease Amendment #13 dated October 30, 2014, Lease Amendment #14 dated November 10, 2014, Lease Amendment #15 dated November 10, 2014, Lease Amendment #16 dated April 1, 2015, L
LEASE AMENDMENT # 18 DIAMONDBACK E & P LLC (Suite 1425)Leasehold Improvements Agreement • January 22nd, 2019 • Rattler Midstream Lp • Natural gas transmission
FASKEN MIDLAND LLC (hereinafter called “Lessor”) and DIAMONDBACK E & P LLC, successor to Windsor Permian, LLC (hereinafter called “Lessee”), effective as of January 16, 2017 (the “Effective Date”), do hereby amend that certain Lease Agreement dated April 19, 2011, as amended by Lease Amendment #1 dated June 6, 2011, Lease Amendment #2 dated August 5, 2011 (surrendered September 30, 2012), Lease Amendment #3 dated September 28, 2011, Lease Amendment #4 dated February 6, 2012, Lease Amendment #5 dated July 25, 2012, Lease Amendment #6 dated December 18, 2012, Lease Amendment #7 dated June 14, 2013, Lease Amendment #8 dated June 14, 2013, Lease Amendment #9 dated September 3, 2013, Lease Amendment #10 dated September 26, 2013, Lease Amendment #11 dated September 26, 2014, Lease Amendment #12 dated October 23, 2014, Lease Amendment #13 dated October 30, 2014, Lease Amendment #14 dated November 10, 2014, Lease Amendment #15 dated November 10, 2014, Lease Amendment #16 dated April 1, 2015, a
AMENDED AND RESTATED CONTRIBUTION AGREEMENT AMONG DIAMONDBACK ENERGY, INC. DIAMONDBACK E&P LLC DIAMONDBACK O&G LLC AND RATTLER MIDSTREAM LLC DATED AS OF JULY 31, 2018Contribution Agreement • January 22nd, 2019 • Rattler Midstream Lp • Natural gas transmission • Texas
This Amended and Restated Contribution Agreement (this “Agreement”), dated as of July 31, 2018, is entered into by and among Diamondback Energy, Inc., a Delaware corporation (“Diamondback”), Diamondback E&P LLC, a Delaware limited liability company (“Diamondback E&P”), Diamondback O&G LLC, a Delaware limited liability company (“Diamondback O&G” and, together with Diamondback and Diamondback E&P, the “Contributors”) and Rattler Midstream LLC, a Delaware limited liability company (“Rattler”), and amends, restates and supersedes that certain Contribution Agreement dated as of July 31, 2018 by and among Diamondback, Diamondback E&P, Diamondback O&G and Rattler. The Contributors and Rattler are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
FASKEN CENTER LEASE AMENDMENT #24 DIAMONDBACK E & P LLC (Suite 50)Rattler Midstream Lp • January 22nd, 2019 • Natural gas transmission
TALL CITY TOWERS LLC, successor to Fasken Midland LLC (hereinafter called “Lessor”) and DIAMONDBACK E & P LLC, successor to Windsor Permian, LLC (hereinafter called “Lessee”), effective as of September 1, 2018 (the “Effective Date”), do hereby amend that certain Lease Agreement dated April 19, 2011, as amended by Lease Amendment #1 dated June 6, 2011, Lease Amendment #2 dated August 5, 2011 (surrendered September 30, 2012), Lease Amendment #3 dated September 28, 2011, Lease Amendment #4 dated February 6, 2012, Lease Amendment #5 dated July 25, 2012, Lease Amendment #6 dated December 18, 2012, Lease Amendment #7 dated June 14, 2013, Lease Amendment #8 dated June 14, 2013, Lease Amendment #9 dated September 3, 2013, Lease Amendment #10 dated September 26, 2013, Lease Amendment #11 dated September 26, 2014, Lease Amendment #12 dated October 23, 2014, Lease Amendment #13 dated October 30, 2014, Lease Amendment #14 dated November 10, 2014, Lease Amendment # 15 dated November 10, 2014, Lease
LEASE AMENDMENT #23 DIAMONDBACK E & P LLC (Suite 1410)Leasehold Improvements Agreement • January 22nd, 2019 • Rattler Midstream Lp • Natural gas transmission
TALL CITY TOWERS LLC, successor to Fasken Midland LLC (hereinafter called “Lessor”) and DIAMONDBACK E & P LLC, successor to Windsor Permian, LLC (hereinafter called “Lessee”), effective as of September 1, 2018 (the “Effective Date”), do hereby amend that certain Lease Agreement dated April 19, 2011, as amended by Lease Amendment #1 dated June 6, 2011, Lease Amendment #2 dated August 5, 2011 (surrendered September 30, 2012), Lease Amendment #3 dated September 28, 2011, Lease Amendment #4 dated February 6, 2012, Lease Amendment #5 dated July 25, 2012, Lease Amendment #6 dated December 18, 2012, Lease Amendment #7 dated June 14, 2013, Lease Amendment #8 dated June 14, 2013, Lease Amendment #9 dated September 3, 2013, Lease Amendment #10 dated September 26, 2013, Lease Amendment #11 dated September 26, 2014, Lease Amendment #12 dated October 23, 2014, Lease Amendment # 13 dated October 30, 2014, Lease Amendment #14 dated November 10, 2014, Lease Amendment # 15 dated November 10, 2014, Leas
LEASE AMENDMENT # 20 DIAMONDBACK E & P LLC (Suite 1445)Leasehold Improvements Agreement • January 22nd, 2019 • Rattler Midstream Lp • Natural gas transmission
FASKEN MIDLAND LLC (hereinafter called “Lessor”) and DIAMONDBACK E & P LLC, successor to Windsor Permian, LLC (hereinafter called “Lessee”), effective as of January 16, 2017 (the “Effective Date”), do hereby amend that certain Lease Agreement dated April 19, 2011, as amended by Lease Amendment #1 dated June 6, 2011, Lease Amendment #2 dated August 5, 2011 (surrendered September 30, 2012), Lease Amendment #3 dated September 28, 2011, Lease Amendment #4 dated February 6, 2012, Lease Amendment #5 dated July 25, 2012, Lease Amendment #6 dated December 18, 2012, Lease Amendment #7 dated June 14, 2013, Lease Amendment #8 dated June 14, 2013, Lease Amendment #9 dated September 3, 2013, Lease Amendment #10 dated September 26, 2013, Lease Amendment #11 dated September 26, 2014, Lease Amendment #12 dated October 23, 2014, Lease Amendment #13 dated October 30, 2014, Lease Amendment #14 dated November 10, 2014, Lease Amendment #15 dated November 10, 2014, Lease Amendment #16 dated April 1, 2015, L
FASKEN CENTER LEASE AMENDMENT #25 DIAMONDBACK E & P LLC (Suite 820)Leasehold Improvements Agreement • January 22nd, 2019 • Rattler Midstream Lp • Natural gas transmission
TALL CITY TOWERS LLC, successor to Fasken Midland LLC (hereinafter called “Lessor”) and DIAMONDBACK E & P LLC, successor to Windsor Permian, LLC (hereinafter called “Lessee”), effective as of September 20, 2018 (the “Effective Date”), do hereby amend that certain Lease Agreement dated April 19, 2011, as amended by Lease Amendment #1 dated June 6, 2011, Lease Amendment #2 dated August 5, 2011 (surrendered September 30, 2012), Lease Amendment #3 dated September 28, 2011, Lease Amendment #4 dated February 6, 2012, Lease Amendment #5 dated July 25, 2012, Lease Amendment #6 dated December 18, 2012, Lease Amendment #7 dated June 14, 2013, Lease Amendment #8 dated June 14, 2013, Lease Amendment #9 dated September 3, 2013, Lease Amendment #10 dated September 26, 2013, Lease Amendment #11 dated September 26, 2014, Lease Amendment #12 dated October 23, 2014, Lease Amendment #13 dated October 30, 2014, Lease Amendment #14 dated November 10, 2014, Lease Amendment # 15 dated November 10, 2014, Leas
LEASE AMENDMENT # 22 DIAMONDBACK E & P LLC (Suite 500)Leasehold Improvements Agreement • January 22nd, 2019 • Rattler Midstream Lp • Natural gas transmission
TALL CITY TOWERS LLC, successor to Fasken Midland LLC (hereinafter called “Lessor”) and DIAMONDBACK E & P LLC, successor to Windsor Permian, LLC (hereinafter called “Lessee”), effective as of March 6, 2018 (the “Effective Date”), do hereby amend that certain Lease Agreement dated April 19, 2011, as amended by Lease Amendment #1 dated June 6, 2011, Lease Amendment #2 dated August 5, 2011 (surrendered September 30, 2012), Lease Amendment #3 dated September 28, 2011, Lease Amendment #4 dated February 6, 2012, Lease Amendment #5 dated July 25, 2012, Lease Amendment #6 dated December 18, 2012, Lease Amendment #7 dated June 14, 2013, Lease Amendment #8 dated June 14, 2013, Lease Amendment #9 dated September 3, 2013, Lease Amendment #10 dated September 26, 2013, Lease Amendment #11 dated September 26, 2014, Lease Amendment #12 dated October 23, 2014, Lease Amendment # 13 dated October 30, 2014, Lease Amendment # 14 dated November 10, 2014, Lease Amendment # 15 dated November 10, 2014, Lease A
FORM OF EXCHANGE AGREEMENT BY AND AMONG DIAMONDBACK ENERGY, INC. RATTLER MIDSTREAM OPERATING LLC RATTLER MIDSTREAM GP LLC AND RATTLER MIDSTREAM LPForm of Exchange Agreement • January 22nd, 2019 • Rattler Midstream Lp • Natural gas transmission • Delaware
This Exchange Agreement (this “Agreement”), dated as of , 2019, by and among Rattler Midstream LP, a Delaware limited partnership (the “Partnership”), Rattler Midstream GP LLC, a Delaware limited liability company (the “General Partner”), Rattler Midstream Operating LLC, a Delaware limited liability company (the “Operating Company”), and Diamondback Energy, Inc., a Delaware corporation (the “Sponsor”). The above-named entities are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”
LEASE AMENDMENT # 21 DIAMONDBACK E & P LLC (Suite 1400)Leasehold Improvements Agreement • January 22nd, 2019 • Rattler Midstream Lp • Natural gas transmission
FASKEN MIDLAND LLC (hereinafter called “Lessor”) and DIAMONDBACK E & P LLC, successor to Windsor Permian, LLC (hereinafter called “Lessee”), effective as of October 4, 2017 (the “Effective Date”), do hereby amend that certain Lease Agreement dated April 19, 2011, as amended by Lease Amendment #1 dated June 6, 2011, Lease Amendment #2 dated August 5, 2011 (surrendered September 30, 2012), Lease Amendment #3 dated September 28, 2011, Lease Amendment #4 dated February 6, 2012, Lease Amendment #5 dated July 25, 2012, Lease Amendment #6 dated December 18, 2012, Lease Amendment #7 dated June 14, 2013, Lease Amendment #8 dated June 14, 2013, Lease Amendment #9 dated September 3, 2013, Lease Amendment #10 dated September 26, 2013, Lease Amendment #11 dated September 26, 2014, Lease Amendment #12 dated October 23, 2014, Lease Amendment #13 dated October 30, 2014, Lease Amendment #14 dated November 10, 2014, Lease Amendment #15 dated November 10, 2014, Lease Amendment #16 dated April 1, 2015, Le
