Rattler Midstream Lp Sample Contracts

CREDIT AGREEMENT DATED AS OF MAY 28, 2019 AMONG RATTLER MIDSTREAM LP, As PARENT, RATTLER MIDSTREAM OPERATING LLC, AS BORROWER, WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, THE LENDERS PARTY HERETO, AND WELLS FARGO SECURITIES, LLC,...
Credit Agreement • May 29th, 2019 • Rattler Midstream Lp • Natural gas transmission • New York

THIS CREDIT AGREEMENT, dated as of May 28, 2019, is among: Rattler Midstream LP, a Delaware limited partnership (the “Parent”); Rattler Midstream Operating LLC, a Delaware limited liability company (the “Borrower”); each of the Lenders from time to time party hereto; and Wells Fargo Bank, National Association (in its individual capacity, “Wells Fargo”), as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

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RATTLER MIDSTREAM LP AND EACH OF THE GUARANTORS PARTY HERETO 5.625% SENIOR NOTES DUE 2025 INDENTURE Dated as of July 14, 2020 WELLS FARGO BANK, NATIONAL ASSOCIATION Trustee
Indenture • July 14th, 2020 • Rattler Midstream Lp • Natural gas transmission • New York

INDENTURE dated as of July 14, 2020 among Rattler Midstream LP, a Delaware limited partnership, the Guarantors and Wells Fargo Bank, National Association, as Trustee.

REGISTRATION RIGHTS AGREEMENT BY AND BETWEEN RATTLER MIDSTREAM LP AND ENERGEN RESOURCES CORPORATION
Registration Rights Agreement • May 29th, 2019 • Rattler Midstream Lp • Natural gas transmission • Texas

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 28, 2019, by and between Rattler Midstream LP, a Delaware limited partnership (the “Partnership”), and Energen Resources Corporation, an Alabama corporation (“Energen”).

FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RATTLER MIDSTREAM GP LLC
Limited Liability Company Agreement • May 29th, 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 May 28, 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”).

AGREEMENT AND PLAN OF MERGER by and among DIAMONDBACK ENERGY, INC., RATTLER MIDSTREAM GP LLC, BACCHUS MERGER SUB COMPANY and RATTLER MIDSTREAM LP MAY 15, 2022
Agreement and Plan of Merger • May 16th, 2022 • Rattler Midstream Lp • Natural gas transmission • Delaware

This AGREEMENT AND PLAN OF MERGER, dated as of May 15, 2022 (together with all schedules hereto, this “Agreement”), is entered into by and among Diamondback Energy, Inc., a Delaware corporation (“Parent”), Bacchus Merger Sub Company, a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub”), Rattler Midstream LP, a Delaware limited partnership (the “Partnership”), and Rattler Midstream GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). Certain capitalized terms used in this Agreement are defined in Article I.

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF RATTLER MIDSTREAM LP
Partnership Agreement • May 29th, 2019 • Rattler Midstream Lp • Natural gas transmission • Delaware

This First Amended and Restated Agreement of Limited Partnership of Rattler Midstream LP, dated as of May 28, 2019 (the “First A&R Date”), is executed by Rattler Midstream GP LLC, a Delaware limited liability company, as the General Partner, and the Initial Partners (as defined herein), together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

RATTLER MIDSTREAM LP LONG-TERM INCENTIVE PLAN FORM OF PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • May 29th, 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”).

RATTLER MIDSTREAM LP PURCHASE AGREEMENT
Purchase Agreement • July 14th, 2020 • Rattler Midstream Lp • Natural gas transmission • New York

Introductory. Rattler Midstream LP, a Delaware limited partnership (the “Partnership”), agrees with the several initial purchasers named in Schedule A hereto (the “Purchasers”), for whom you are acting as representative (the “Representative”), subject to the terms and conditions stated herein, to issue and sell to the several Purchasers U.S. $500,000,000 aggregate principal amount of its 5.625% Senior Notes due 2025 (the “Notes”) to be issued under an indenture to be dated as of July 14, 2020 (the “Indenture”), among the Partnership, the Guarantors (as defined below) and Wells Fargo Bank, National Association, as trustee (the “Trustee”). The Notes will be unconditionally guaranteed (the “Guarantees” and, together with the Notes, the “Offered Securities”) as to the payment of principal and interest by the Partnership’s subsidiaries listed on Schedule B attached hereto (the “Guarantors”).

AMENDED AND RESTATED PRODUCED AND FLOWBACK WATER GATHERING AND DISPOSAL AGREEMENT BY AND BETWEEN DIAMONDBACK E&P LLC AND RATTLER MIDSTREAM OPERATING LLC DATED EFFECTIVE AS OF JANUARY 1, 2018
Gathering and Disposal Agreement • May 6th, 2019 • Rattler Midstream Lp • Natural gas transmission • Texas

This Amended and Restated Produced and Flowback Water Gathering and Disposal Agreement (this “Agreement”), dated as of January 18, 2019 (the “Execution Date”) but deemed effective as of January 1, 2018 (the “Effective Date”), is by and between Diamondback E&P LLC, a Delaware limited liability company (“Producer”) and Rattler Midstream Operating LLC, a Delaware limited liability company formerly known as Rattler Midstream LLC (“Gatherer”). Producer and Gatherer may be referred to herein individually as a “Party” or collectively as the “Parties.”

RATTLER MIDSTREAM LP 38,000,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • May 29th, 2019 • Rattler Midstream Lp • Natural gas transmission • New York
AMENDED AND RESTATED SERVICES AND SECONDMENT AGREEMENT AMONG DIAMONDBACK ENERGY, INC. DIAMONDBACK E&P LLC RATTLER MIDSTREAM GP LLC RATTLER MIDSTREAM LP RATTLER HOLDINGS LLC AND RATTLER MIDSTREAM OPERATING LLC
Services and Secondment Agreement • December 27th, 2021 • Rattler Midstream Lp • Natural gas transmission • Texas

This Amended and Restated Services and Secondment Agreement (this “Agreement”), dated as of December 22, 2021, 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”), Rattler Holdings LLC, a Delaware limited liability company (“HoldCo”), and Rattler Midstream Operating LLC, a Delaware limited liability company (“OpCo”). Diamondback, E&P, the General Partner, the Partnership, HoldCo and OpCo are sometimes herein referred to individually as a “Party” and collectively as the “Parties.”

TAX SHARING AGREEMENT BY AND BETWEEN DIAMONDBACK ENERGY, INC. AND RATTLER MIDSTREAM OPERATING LLC
Tax Sharing Agreement • May 29th, 2019 • Rattler Midstream Lp • Natural gas transmission • Delaware

This Tax Sharing Agreement (the “Agreement”), dated this 28 day of May 2019, is entered into by and between DIAMONDBACK ENERGY, INC. (“DBE”), a Delaware corporation, and RATTLER MIDSTREAM OPERATING LLC (“Rattler”), a Delaware limited liability company.

THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RATTLER MIDSTREAM OPERATING LLC
Limited Liability Company Agreement • December 27th, 2021 • Rattler Midstream Lp • Natural gas transmission • Delaware

This Third Amended and Restated Limited Liability Company Agreement of Rattler Midstream Operating LLC, a Delaware limited liability company, dated as of December 22, 2021, is entered into by and among Rattler Holdings LLC, a Delaware limited liability company, as Managing Member, Diamondback E&P LLC, a Delaware limited liability company, and Rattler Midstream LP, a Delaware limited partnership. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

GAS GATHERING AND COMPRESSION AGREEMENT BY AND BETWEEN DIAMONDBACK E&P LLC AND RATTLER MIDSTREAM LLC DATED EFFECTIVE AS OF JANUARY 1, 2018
Gas Gathering and Compression Agreement • May 6th, 2019 • Rattler Midstream Lp • Natural gas transmission • Texas

This Gas Gathering and Compression Agreement (this “Agreement”), dated as of June 29, 2018 (the “Execution Date”) but deemed effective as of January 1, 2018 (the “Effective Date”), is by and between Diamondback E&P LLC, a Delaware limited liability company (“Producer”) and Rattler Midstream LLC, a Delaware limited liability company (“Gatherer”). Producer and Gatherer may be referred to herein individually as a “Party” or collectively as the “Parties.”

EQUITY CONTRIBUTION AGREEMENT BY AND BETWEEN RATTLER MIDSTREAM LP AND RATTLER MIDSTREAM OPERATING LLC
Equity Contribution Agreement • May 29th, 2019 • Rattler Midstream Lp • Natural gas transmission • Delaware

This Equity Contribution Agreement (this “Agreement”), dated as of May 28, 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 AGREEMENT
Form of Indemnification Agreement • May 29th, 2019 • Rattler Midstream Lp • Natural gas transmission • Delaware

THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of May 22, 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”).

AMENDED AND RESTATED CRUDE OIL GATHERING AGREEMENT BY AND BETWEEN DIAMONDBACK E&P LLC AND RATTLER MIDSTREAM OPERATING LLC DATED EFFECTIVE AS OF JANUARY 1, 2018
Crude Oil Gathering Agreement • May 6th, 2019 • Rattler Midstream Lp • Natural gas transmission • Texas

This Amended and Restated Crude Oil Gathering Agreement (this “Agreement”), dated as of January 18, 2019 (the “Execution Date”) but deemed effective as of January 1, 2018 (the “Effective Date”), is by and between Diamondback E&P LLC, a Delaware limited liability company, (“Producer”) and Rattler Midstream Operating LLC, a Delaware limited liability company formerly known as Rattler Midstream LLC (“Gatherer”). Producer and Gatherer may be referred to herein individually as a “Party” or collectively as the “Parties”.

SECOND AMENDMENT TO CREDIT AGREEMENT DATED AS OF NOVEMBER 2, 2020 AMONG RATTLER MIDSTREAM LP, AS PARENT, RATTLER MIDSTREAM OPERATING LLC, AS BORROWER, WELLS FARGO BANK, NATIONAL ASSOCIATION, AS ADMINISTRATIVE AGENT, THE LENDERS PARTY HERETO, AND WELLS...
Credit Agreement • November 5th, 2020 • Rattler Midstream Lp • Natural gas transmission • New York

This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 2, 2020, is among: Rattler Midstream LP, a Delaware limited partnership (the “Parent”); Rattler Midstream Operating LLC, a Delaware limited liability company (the “Borrower”); each of the undersigned guarantors (together with the Parent, the “Guarantors”); each of the Lenders (as such term is defined in the Credit Agreement referred to below) party hereto; and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

FRESHWATER PURCHASE AND SERVICES AGREEMENT BY AND BETWEEN DIAMONDBACK E&P LLC AND RATTLER MIDSTREAM LLC DATED EFFECTIVE AS OF JANUARY 1, 2018
Freshwater Purchase and Services Agreement • May 6th, 2019 • Rattler Midstream Lp • Natural gas transmission • Texas

This Freshwater Purchase and Services Agreement (this “Agreement”), dated as of June 29, 2018 (the “Execution Date”) but deemed effective as of January 1, 2018 (the “Effective Date”), is by and between Diamondback E&P LLC, a Delaware limited liability company (“Producer”) and Rattler Midstream LLC, a Delaware limited liability company (“Seller”). Producer and Seller may be referred to herein individually as a “Party” or collectively as the “Parties.”

CONTRIBUTION AGREEMENT AMONG DIAMONDBACK ENERGY, INC., DIAMONDBACK E&P LLC, ENERGEN RESOURCES CORPORATION, RATTLER MIDSTREAM OPERATING LLC AND TALL CITY TOWERS LLC EFFECTIVE AS OF JANUARY 1, 2019
Contribution Agreement • February 20th, 2019 • Rattler Midstream Lp • Natural gas transmission • Texas

This Contribution Agreement (this “Agreement”), is entered into on February 18, 2019, by and among Diamondback Energy, Inc., a Delaware corporation (“Diamondback”), Diamondback E&P LLC, a Delaware limited liability company (“Diamondback E&P”), Energen Resources Corporation, an Alabama corporation (“Energen” and, together with Diamondback and Diamondback E&P, the “Contributors”), Rattler Midstream Operating LLC, a Delaware limited liability company, formerly known as Rattler Midstream LLC (“Rattler”) and Tall City Towers LLC, a Delaware limited liability company and wholly-owned subsidiary of Rattler (“Tall Towers”). The Contributors, Rattler and Tall Towers are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”

EXCHANGE AGREEMENT BY AND AMONG ENERGEN RESOURCES CORPORATION RATTLER MIDSTREAM OPERATING LLC RATTLER MIDSTREAM GP LLC AND RATTLER MIDSTREAM LP
Exchange Agreement • May 29th, 2019 • Rattler Midstream Lp • Natural gas transmission • Texas

This Exchange Agreement (this “Agreement”), dated as of May 28, 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 Energen Resources Corporation, an Alabama corporation (“Energen”). The above-named entities are sometimes referred to in this Agreement as a “Party” and collectively as the “Parties.”

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

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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 27th, 2021 • Rattler Midstream Lp • Natural gas transmission • New York

This THIRD AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of December 21, 2021, is among: Rattler Midstream LP, a Delaware limited partnership (the “Parent”); Rattler Midstream Operating LLC, a Delaware limited liability company (the “Borrower”); each of the undersigned guarantors (together with the Parent, the “Guarantors”); each of the Lenders (as such term is defined in the Credit Agreement referred to below) party hereto; and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

FIRST AMENDMENT TO FRESHWATER PURCHASE AND SERVICES AGREEMENT
Freshwater Purchase and Services Agreement • May 8th, 2020 • Rattler Midstream Lp • Natural gas transmission

This First Amendment to Freshwater Purchase and Services Agreement (this “First Amendment”) is executed on May 5, 2020, by and among Diamondback E&P LLC, a Delaware limited liability company (“DEP”), and Diamondback O&G LLC, a Delaware limited liability company (“DO&G” and, individually or collectively with DEP, as applicable, “Producer”) and Rattler Midstream Operating LLC (formerly known as Rattler Midstream LLC), a Delaware limited liability company (“Seller”). Producer and Seller may be referred to herein individually as a “Party” or together as the “Parties.” Capitalized terms used but not otherwise defined in this First Amendment shall have the meanings ascribed to them in the Agreement.

RATTLER MIDSTREAM LP LONG-TERM INCENTIVE PLAN FORM OF PHANTOM UNIT AGREEMENT
Phantom Unit Agreement • February 25th, 2021 • 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”).

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

FIRST AMENDMENT TO PRODUCED AND FLOWBACK WATER GATHERING AND DISPOSAL AGREEMENT
Gathering and Disposal Agreement • May 8th, 2020 • Rattler Midstream Lp • Natural gas transmission

This First Amendment to Amended and Restated Produced and Flowback Water Gathering and Disposal Agreement (this “First Amendment”) is executed on May 5, 2020 by and among Diamondback E&P LLC, a Delaware limited liability company (“DEP”), Energen Resources Corporation, an Alabama corporation (“Energen”), and Diamondback O&G LLC, a Delaware limited liability company (“DO&G” and each of DEP, Energen and DO&G, individually or collectively, as applicable, “Producer”) and Rattler Midstream Operating LLC, a Delaware limited liability company (“Gatherer”). Producer and Gatherer may be referred to herein individually as a “Party” or together as the “Parties.” Capitalized terms used but not otherwise defined in this First Amendment shall have the meanings ascribed to them in the Agreement.

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, 2018
Contribution 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.”

FIRST AMENDMENT TO GAS GATHERING AND COMPRESSION AGREEMENT
Gas Gathering and Compression Agreement • February 20th, 2019 • Rattler Midstream Lp • Natural gas transmission

This First Amendment to Gas Gathering and Compression Agreement (this “Amendment”) is executed on September 5, 2018 by and between Diamondback E&P LLC, a Delaware limited liability company (“Producer”) and Rattler Midstream LLC, a Delaware limited liability company (“Gatherer”). Producer and Gatherer may be referred to herein individually as a “Party” or collectively as the “Parties.” Capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement (as defined below).

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

SECOND AMENDMENT TO GAS GATHERING AND COMPRESSION AGREEMENT
Gathering and Compression Agreement • May 8th, 2020 • Rattler Midstream Lp • Natural gas transmission

This Second Amendment to Gas Gathering and Compression Agreement (this “Second Amendment”) is executed on May 5, 2020, by and among Diamondback E&P LLC, a Delaware limited liability company (“DEP”), and Diamondback O&G LLC, a Delaware limited liability company (“DO&G” and, individually or collectively with DEP, as applicable, “Producer”) and Rattler Midstream Operating LLC (formerly known as Rattler Midstream LLC), a Delaware limited liability company (“Gatherer”). Producer and Gatherer may be referred to herein individually as a “Party” or together as the “Parties.” Capitalized terms used but not otherwise defined in this Second Amendment shall have the meanings ascribed to them in the Agreement.

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

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • August 3rd, 2022 • Rattler Midstream Lp • Natural gas transmission • New York

This FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 8, 2022, is among: Rattler Midstream LP, a Delaware limited partnership (the “Parent”); Rattler Midstream Operating LLC, a Delaware limited liability company (the “Borrower”); each of the undersigned guarantors (together with the Parent, the “Guarantors”); each of the Lenders (as such term is defined in the Credit Agreement referred to below) party hereto; and Wells Fargo Bank, National Association, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “Administrative Agent”).

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