VIPER ENERGY PARTNERS LP 5,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2014 • Diamondback Energy, Inc. • Crude petroleum & natural gas • New York
Viper Energy Partners LP, a Delaware limited partnership (the “Partnership”), proposes to sell 5,000,000 common units (the “Firm Units”) representing limited partner interests in the Partnership (the “Common Units”) to the underwriters (the “Underwriters”) named in Schedule I attached to this agreement (this “Agreement”). In addition, the Partnership proposes to grant to the Underwriters an option to purchase up to 750,000 Common Units on the terms set forth in Section 2 to cover over-allotments, if any (the “Option Units”). The Firm Units and the Option Units, if purchased, are hereinafter collectively called the “Units.” This Agreement is to confirm the agreement concerning the purchase of the Units from the Partnership by the Underwriters.
CONTRIBUTION AGREEMENTContribution Agreement • June 23rd, 2014 • Diamondback Energy, Inc. • 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.”
