Common use of Conditions to Obligations of the Contributor Clause in Contracts

Conditions to Obligations of the Contributor. The obligations of the Contributor to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction (or waiver by it in writing) of the following conditions: (i) The representations and warranties of Diamondback contained in this Agreement shall be true and correct in all material respects at the Closing Date as if made again at that time (except to the extent that any representation or warranty speaks as of an earlier date, in which case it must be true and correct only as of that earlier date); (ii) Diamondback shall have performed in all material respects all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date; (iii) Contributor shall have determined that the terms and conditions of the Wexford Contribution, including, without limitation, matters relating to title to the assets held by Windsor, and the IPO, including, without limitation, the IPO Price and the net proceeds of the IPO, are acceptable to Contributor in its sole and absolute discretion (as determined by the Special Committee); (iv) The Common Stock shall have been approved for listing on The NASDAQ Global Market or another national securities exchange, subject only to official notice of issuance; (v) The Wexford Contribution shall have occurred; (vi) Diamondback shall have delivered to Contributor written evidence of the termination of each of the Terminated Agreements; and (vii) Diamondback shall have executed and delivered to the Contributor the documents required to be delivered pursuant to Section 5.4 hereof.

Conditions to Obligations of the Contributor. The obligations of the Contributor to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction (or waiver by it in writing) of the following conditions: (i) The representations and warranties of Diamondback Mammoth contained in this Agreement shall be true and correct in all material respects at the Closing Date as if made again at that time (except to the extent that any representation or warranty speaks as of an earlier date, in which case it must be true and correct only as of that earlier date); (ii) Diamondback Mammoth shall have performed in all material respects all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date; (iii) Contributor shall have determined that the terms and conditions of the Wexford Holdings Contribution and the Rhino Contribution, including, without limitation, matters relating to title to the assets Equity Interests held by WindsorHoldings and Rhino, respectively, and contributed to Mammoth, and the IPO, including, without limitation, the IPO Price and Price, the net proceeds of the IPO and the number of Common Units of Contributor included in the IPO, are acceptable to Contributor in its sole and absolute discretion (as determined by the Special Committee)discretion; (iv) The Common Stock Units shall have been approved for listing on The NASDAQ Global Market or the NASDAQ Global Select Market or another national securities exchange, subject only to official notice of issuance; (v) The Wexford Holdings Contribution and the Rhino Contribution shall have occurred; (vi) Diamondback No material adverse change in the condition, financial or otherwise, or in the assets, earnings, business, condition (financial or otherwise), management, results of operations or prospects of Mammoth, whether or not arising in the ordinary course of business, shall have delivered to Contributor written evidence of the termination of each of the Terminated Agreementsoccurred; and (vii) Diamondback Mammoth shall have executed and delivered to the Contributor the documents required to be delivered pursuant to Section 5.4 hereof. Any or all of the foregoing conditions may be waived by Contributor in its sole and absolute discretion.

Conditions to Obligations of the Contributor. The obligations of the Contributor to consummate the transactions to be performed by it in connection with the Closing is subject to satisfaction (or waiver by it in writing) of the following conditions: (i) The representations and warranties of Diamondback Mammoth contained in this Agreement shall be true and correct in all material respects at the Closing Date as if made again at that time (except to the extent that any representation or warranty speaks as of an earlier date, in which case it must be true and correct only as of that earlier date); (ii) Diamondback Mammoth shall have performed in all material respects all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date; (iii) Contributor shall have determined that the terms and conditions of the Wexford Holdings Contribution and the Gulfport Contribution, including, without limitation, matters relating to title to the assets Equity Interests held by WindsorHoldings and Gulfport, respectively, and contributed to Mammoth, and the IPO, including, without limitation, the IPO Price and Price, the net proceeds of the IPO and the number of Common Units of Contributor included in the IPO, are acceptable to Contributor in its sole and absolute discretion (as determined by the Special Committee)discretion; (iv) The Common Stock Units shall have been approved for listing on The NASDAQ Global Market or the NASDAQ Global Select Market or another national securities exchange, subject only to official notice of issuance; (v) The Wexford Holdings Contribution and the Gulfport Contribution shall have occurred; (vi) Diamondback No material adverse change in the condition, financial or otherwise, or in the assets, earnings, business, condition (financial or otherwise), management, results of operations or prospects of Mammoth, whether or not arising in the ordinary course of business, shall have delivered to Contributor written evidence of the termination of each of the Terminated Agreementsoccurred; and (vii) Diamondback Mammoth shall have executed and delivered to the Contributor the documents required to be delivered pursuant to Section 5.4 hereof. Any or all of the foregoing conditions may be waived by Contributor in its sole and absolute discretion.